Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Except for the Assumed Liabilities, in no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, and Assumed Liabilities shall not include any liabilities or obligations in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellers.

Excluded Liabilities. Except Seller shall retain, and shall be responsible for the Assumed Liabilitiespaying, in no event performing and discharging when due, and Buyer shall Purchaser assume, agree to pay, satisfy not assume or discharge or otherwise have any responsibility for paying, performing or discharging, any liabilities or obligations Liabilities of SellersSeller and its Affiliates other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and Assumed Liabilities shall not include none of them do assume, and each of them hereby disclaims responsibility for, any liabilities or obligations in respect of the following: (i) for accrued salaryfollowing Liabilities of Seller and its Affiliates: 2.6.1 any Liabilities of Seller or any of its Affiliates attributable to any asset, severance payproperty or right that is not included in the Acquired Assets; 2.6.2 any Liabilities of Seller or any of its Affiliates attributable to the research, paid time off, officers' incentive sales bonuses, development or other activity by Seller or any other bonuses and the like Affiliate related to employee compensation for any period the Acquired Assets on or portion of a period prior to the Closing Date; ; 2.6.3 all Liabilities of Seller or any of its Affiliates arising under the Transferred Agreement prior to the Closing Date to the extent that such Liabilities are not attributable to any failure by Buyer or any of its Affiliates to comply with the terms thereof after the Closing Date, other than those Liabilities set forth on Schedule 2.5.2 attached hereto; 2.6.4 all Liabilities of Seller or any of its Affiliates arising prior to the Closing Date that give rise to Permitted Encumbrances on the Acquired Assets; 2.6.5 all Liabilities of (i) Seller for Taxes for any Tax period that are not attributable to the Acquired Assets or Assumed Liabilities, and (ii) for Taxes attributable to the Acquired Assets for any Tax periods (as hereinafter definedor portions thereof) ending on or before the Closing Date, in each case other than any Taxes for which Buyer is liable pursuant to Sections 5.9.2 and 5.9.3; 2.6.6 all Liabilities of Sellers Seller or any prior owner of its Affiliates to or with respect to any of its or their employees and their beneficiaries; 2.6.7 all Liabilities of Seller or any of its Affiliates with respect to the Business Ongoing Clinical Trials except to the extent such Liabilities are attributable to an act or omission by or on behalf of Buyer or any kind of its Affiliates; 2.6.8 subject to Section 3.5 and ARTICLE 9, all Liabilities of Seller or for any periodof its Affiliates to or with respect to any [***] to the extent such Liabilities are not attributable to a failure, whether by an act or omission, by Buyer or any of its Affiliates to comply with the covenants set forth in this Agreement related to the [***]; (iii) and 2.6.9 all Liabilities of Seller or any liability or obligation of Sellers whatsoever which accrued at any time its Affiliates that arise prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of Seller’s business, that are not (a) specifically included in the Business prior to the Closing Date, including, without limitation, any liability or obligation definition of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense (b) described in Subsections 2.6.1 through 2.6.8 in this definition of SellersExcluded Liabilities.

Excluded Liabilities. Except for the Assumed Liabilities, in no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, and The Assumed Liabilities shall not include include, and the Buyer shall not assume or be liable for any liabilities or and obligations in respect of the followingSellers or any of their Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES"), including, without limitation: (ia) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related Any liability or obligation relating to employee compensation for any period Professional Liability Claims arising from services performed on or portion of a period prior to before the Closing Date; (iib) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iii) any Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of Sellers whatsoever which accrued at any time Seller or Shareholder or relating to any period ending on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or not such liability or obligation arises prior or subsequent to after the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (ivii) any liability or obligation of Sellers Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or arising from Sellers' breach of, default under portions thereof) ending on or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior (iii) Taxes attributable to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any third party other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or governmental claim pending on otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior not expressly assumed pursuant to the Closing Date, including, without limitation, any Section 2.4; (i) Any liability or obligation of Sellers obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (includingNudel & Xxxxx, without limitationM.D., Environmental Laws (as hereinafter defined) P.A. and labor lawsYoung, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ixk) except for Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the Assumed Liabilitiesinclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any other claim, loss, liability, obligation, damage, cost or expense of SellersManagement Prepared Financial Statements.

Excluded Liabilities. Except for The Buyer is not assuming or agreeing to pay or discharge any Liabilities other than the Assumed Liabilities and all such other Liabilities of Seller and its Affiliates, including the following shall be referred to as “Excluded Liabilities, ”: (a) any Liabilities in no event shall Purchaser assume, agree respect of Taxes for which Seller or its Affiliates is liable pursuant to pay, satisfy or discharge or otherwise have Section 5.07; (b) any responsibility for any payables and other liabilities or obligations of Sellers, and Assumed Seller or its Affiliates with respect to the Acquired Stores owed to any other business unit of Seller or any of Seller’s Affiliates; (c) any Company Expenses; (d) any indebtedness of Seller or its Affiliates; (e) any Liabilities shall not include any liabilities or obligations in respect of the followingany Excluded Assets; (f) except as may be otherwise specifically provided in Section 6.01, all Liabilities arising out of or relating to employee benefits, deferred compensation, pension or retirement plans, or other programs, policies, procedures or other arrangements of any type or description, including for this purpose any benefits provided or available to 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 Seller or any Affiliate or former Affiliate of Seller, or to which Seller or its Affiliates or former Affiliates has or formerly had any obligation to contribute or provide benefits, however maintained, funded or sponsored, whether or not 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, including: (i) all Liabilities arising under the Benefits Arrangements (other than any Multiemployer Plan), (ii) all Liabilities under Title IV of ERISA (other than any Liability with respect to a Multiemployer Plan), (iii) all Liabilities with respect to compensation, bonuses and commissions owed to any current or former Business Employees that are payable with respect to services performed by such individuals prior to their termination of employment or service with Seller or Seller’s Affiliates, (iv) all Liabilities arising out of or relating to any claims by any current or former Business Employees with respect to any personal injuries, including workers’ compensation or disability, allegedly arising during their employment or engagement by Seller or Seller’s Affiliates, regardless of when any such claim is made or asserted, (v) all Liabilities arising from the Seller's breach of its CBAs applicable to employees of the Acquired Stores and the Distribution Center, (vi) any Liabilities arising out of or relating to any pension plan other than a Multiemployer Plan, including but not limited to the Rite Aid of New York Pension Plan and the Rite Aid Defined Benefit Pension Plan, (vii) any Liabilities relating to personal holidays or other vacation leave accrued by employees of the Acquired Stores and the Distribution Center prior to the applicable Employment Start Date, and (viii) all other Liabilities for accrued salarywhich Seller is responsible pursuant to Section 6.01; (g) any Liabilities or obligations in connection with any Business Employees who are not Transferred Employees (including any liabilities arising under the WARN Act and any similar state or local law, severance pay, paid time off, officers' incentive sales bonusesprovided Buyer has offered employment to such Business Employees in accordance with Section 6.01); (h) except as otherwise specifically provided in Section 6.01(a) or (b), any other bonuses Liabilities (i) in connection with the Transferred Employees to the extent arising before, and relating to any period of employment with Seller at any time on or prior to, the like Closing Date (or the applicable Subsequent Closing Date or Distribution Center Closing Date) or (ii) related to employee compensation for current or former employees of Seller or any period of its Affiliates who are not Transferred Employees; and (i) any Liabilities arising out of (i) any Action related to or portion arising out of a period any occurrence or event happening prior to the Closing (or each Subsequent Closing Date or Distribution Center Closing Date; , as applicable), (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner matter disclosed on Schedule 3.06 of the Business of any kind Disclosure Schedules or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending matter disclosed on the Closing Date or thereafter initiated based on or arising out Schedule 3.14 of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersDisclosure Schedules.

Excluded Liabilities. Except for the Assumed Liabilities, in Buyer shall not assume and under no event circumstances shall Purchaser Buyer be obligated to pay or assume, agree and none of the Purchased Assets shall be subject to payany liability, satisfy indebtedness, commitment, or discharge obligation of Seller, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise have (collectively, the “Excluded Liabilities”), including the following Excluded Liabilities: (a) all Accounts Payable of Seller as of the Cutoff Date, including without limitation, those listed on Schedule 3.29 of the Seller Disclosure Letter adjusted for operations by Seller in the ordinary course of business through the Cutoff Date (the “Accounts Payable”); (b) any responsibility for any existing debt, obligation, expense or liability of Seller that is not an Assumed Liability; (c) liabilities of Seller and its Affiliates (i) to, or obligations of Sellersclaims or potential claims by, and Assumed Liabilities shall not include any liabilities or obligations Medicare, Medicaid, Blue Cross, and/or CHAMPUS/TRICARE in respect of cost reports filed by the following: Seller, or to be filed, relating to services rendered, or incentive payments received, for or in respect of periods prior to the Closing Date and (iii) for accrued salarymedical malpractice or general liability to the extent, severance paybut only to the extent, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period resulting from events or portion of a period occurrences or services rendered prior to the Closing Date; ; (iid) for Taxes those claims and obligations (as hereinafter definedif any) of Sellers or any prior owner specified in Schedule 1.4 of the Business Seller Disclosure Letter; (e) any liabilities or obligations to the extent, but only to the extent, related to any of the Excluded Assets; (f) except with respect to prorated taxes as provided in Section 1.6, federal, state or local tax liabilities, provider fee, penalty, overpayment or obligation of any kind of Seller in respect of periods prior to the Closing Date including, without limitation, any income tax, any franchise tax, occupational tax, any tax recapture, any sales and/or use tax (exclusive of any such sales tax imposed by the State of Georgia on the sale of the Purchased Assets contemplated hereby), any state and local recording fees (exclusive of any such recording fee imposed on recordation of the limited warranty deed on the Real Property), taxes provider fee, penalty or obligation of any kind of Seller, and any FICA, FUTA, workers’ compensation and any and all other taxes or amounts due and payable to any employee at the Hospital Facilities for any period; paid time off, vacation, sick leave, and holiday benefits accrued while in the employ of Seller; (iiig) any liability or obligation of Sellers whatsoever which accrued at any time to the extent, but only to the extent, relating to periods prior to the Closing Date, whether for any amounts owing to Seller’s employees or not such for any 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 obligation arises workers’ compensation claim made, or any liabilities or obligations to former employees of Seller under Cobra, accruing, prior or subsequent to the Closing Date; (h) any obligation or liability accruing, includingarising out of, without limitationor relating to any federal, state or local investigations of, or claims or actions against, Seller or any distributions payableof its Affiliates or any of their employees, debt medical staff, agents, vendors or notes payable representatives to the extent, but only to the extent, with respect to acts or omissions prior to the Closing Date; (i) any civil or criminal obligation or liability resulting from any acts or omissions of Seller, its Affiliates or their directors, officers, employees and agents for any violation prior to Closing Date of any constitutional provision, statute, ordinance or other law, rule, regulation, interpretation or order of any governmental entity; (j) liabilities or obligations resulting from any breach of any Contract by Seller prior to the Closing Date; (k) any obligation or liability asserted under the federal Hxxx-Xxxxxx program or other restricted grant and loan programs with respect to the ownership or operation of the Hospital Facilities or the Purchased Assets; and (l) any debt, obligation, or liability of Seller to third parties arising out of or incurred solely as a result of any transaction of Seller occurring after the Closing or for any violation by Seller of any law, regulation, or ordinance at any time (including, without limitation, bank overdraftsthose pertaining to fraud, environmental, healthcare regulatory and ERISA matters), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellers.

Excluded Liabilities. Except for Notwithstanding anything herein to the contrary, Buyer does not and will not assume, or otherwise become liable or responsible for, any Liabilities of any Seller of any type or nature other than the Assumed Liabilities (all Liabilities of any Seller other than the Assumed Liabilities, collectively, the “Excluded Liabilities”) as a result of this Agreement or the Transaction, regardless of whether or not any of such Excluded Liabilities are the subject matter of any of the representations and warranties of Sellers in no event this Agreement. Sellers shall Purchaser assumeretain and agrees to satisfy and discharge, agree to pay, satisfy or discharge or otherwise have be responsible for, all of the Excluded Liabilities, including the following Excluded Liabilities: (a) all of the Sellers’ costs and expenses of operating the Businesses prior to the Closing, including utilities, insurance, and any responsibility amounts owed to employees for accrued salary, vacation, bonuses, and time off, except for the Accounts Payable and any other Assumed Liabilities; (b) all Claims and Liabilities payable by any Seller to its Affiliates; (c) all real property mortgage indebtedness owed by any Seller or any Party and any other indebtedness secured by real property or any interest therein; (d) all Claims and Liabilities owed by any Seller under lines of credit, long- and short-term indebtedness to financial institutions or other holders of any Seller-issued debt instruments and other similar financings, including letters of credit and guarantees; (e) all Liabilities of the Sellers for Taxes relating to the Business, the Assets, or the Assumed Liabilities for any liabilities Pre-Closing Tax Period (including Taxes of a Seller that arise as a result of the Transaction); (f) all Liabilities under any Contract (i) to the extent attributable to any pre-Closing acts, omissions or obligations of any Seller, or (ii) that is not fully and effectively assigned to Buyer (including any required consent or approval of the other parties thereto where such consent or approval has not been either obtained by the applicable Seller prior to the Closing or waived in writing by Buyer) unless the benefits of such Contract are made fully available to Buyer; (g) any Seller’s Liabilities for any and all pending or threatened (in writing to Sellers) Proceedings existing at the time of the Closing; (h) all known or unknown Environmental Claims arising out of the ownership, use or operation of any of the Assets during the period of occupancy by any Seller on the Real Property, prior to the Closing, including the presence, Release or threatened Release or disposal of Hazardous Materials prior to the Closing and any Liabilities of any Seller arising as a result of acts or occurrences occurring prior to the Closing under any Environmental Laws, regardless of whether, by operation of law, Buyer is or may also be liable for such Claims (and for purposes of this item (h) only, the term “Seller” shall include any Seller and any Entity of which any Seller is the successor by merger, consolidation or reorganization); (i) all fines, penalties and similar Liabilities, relating to any noncompliance with the KPDES Permit, to the extent set forth or called for under the KPDES Order or otherwise, attributable to pre-Closing time periods (collectively, the “KPDES Fines”); (j) all product liabilities, consumer complaints, warranty issues and other Claims or Liabilities arising out of the sale of products or the furnishing of services by any Seller prior to the Closing; (k) all Claims and Liabilities relating to the assets and properties of any Seller that are not included in the Assets; (l) all Claims and Liabilities relating to the classification by any Seller of employees of any Seller or leased employees placed with any Seller; (m) all Claims and Liabilities arising out of or relating to income and employment Tax withholding on leased employees placed with any Seller; (n) all Claims and Liabilities under all of Sellers’ Employee Benefit Plans; (o) all employment-related Claims against any Seller; (p) all Claims arising out of any Seller’s compliance or noncompliance with any Legal Requirement prior to the Closing; (q) all known or unknown Off-Site Environmental Matters; (r) all other Claims and Liabilities that are not Assumed Liabilities Liabilities; and (s) the Parties intend that upon the Closing, the Buyer and its Affiliates shall not include any liabilities or obligations in respect of the followingand shall not be deemed to: (i) be a successor (or other such similarly situated party), or otherwise be deemed a successor, to any Seller, including a “successor employer” for accrued salarythe purposes of the Code, severance payERISA, paid time off, officers' incentive sales bonuses, any Environmental Law or other bonuses and the like related to employee compensation for any period or portion of a period prior to the Closing Dateapplicable Legal Requirements; (ii) have any responsibility or liability for Taxes (as hereinafter defined) any obligations of Sellers any Seller, or any prior owner of the Business Affiliate of any kind Seller, based on any theory of successor or for any periodsimilar theories of liability; (iii) have, de facto or otherwise, merged with or into any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims)Seller; (iv) be an alter ego or a mere continuation or substantial continuation of any Seller, including within the meaning of any foreign, federal, state or local revenue, pension, ERISA, tax, labor, employment, environmental, or other Legal Requirements (including filing requirements under any such laws, rules or regulations), or under any products liability law or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or doctrine with respect to any third party Seller’s liability under such Legal Requirements; or governmental claim pending on the Closing Date or thereafter initiated based on or arising (v) be holding itself out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency public as a continuation of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersSeller.

Excluded Liabilities. Except for the Assumed LiabilitiesOther than as specifically listed in Section 2.03 above, in no event Buyer shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have not assume any responsibility for any liabilities or obligations Liability whatsoever of Sellers, whether or not arising from or related to the Business or the Purchased Assets (the “Excluded Liabilities”), and Assumed Sellers shall pay, perform and discharge, as and when due, each such Excluded Liability. Without limiting the generality of the foregoing, the Excluded Liabilities shall not include include, and under no circumstances shall Buyer be deemed to assume any liabilities Liability arising out of or obligations in respect relating to: (a) any actual or alleged tortious conduct, breach of the following: Contract or violation of Applicable Law by any Seller or their employees or agents; (ib) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period product sold or portion of a period manufactured prior to the Closing Date; ; (iic) Taxes of any kind or character (other than property taxes attributable to the Purchased Assets, to the extent prorated hereunder); (d) the ownership, operation, use or disposal of any Excluded Asset; (e) any collective bargaining agreement, employee compensation or employee benefits including Liability for Taxes severance pay, overtime pay, bonus or incentive compensation, retirement plans (including any underfunding or withdrawal liability pursuant to the Multiemployer Pension Plan Amendment Act of 1980, arising from contributions made by the Sellers to the plans in question, as hereinafter definedcalculated through, and as of, any such withdrawal caused by the purchase of the Purchased Assets described herein, or otherwise triggered within thirty (30) days after the Closing Date, regardless of whether or not the amount of such Liability is known as of the time of such withdrawal) unemployment compensation, vacation, sick leave, termination pay or relating to any Employee Benefit Plan of any Seller or of any of their Affiliates; (f) any Environmental Liability relating to or arising out of any condition or obligation existing on or prior to the Closing Date; (g) any Debt of Sellers or any prior owner of their Affiliates; (h) any Proceedings relating to Sellers or to the conduct or ownership of the Business of any kind or for any period; (iii) any liability the Purchased Assets on or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to listed in Section 4.07(a) of the Closing Date, including, without limitation, any distributions payable, debt or notes payable Disclosure Letter; (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (ivi) any liability Liability arising out of any present or obligation former business activity of Sellers relating to other than the Business; (j) any claims, choses in action, causes of action, rights of recovery, rights of set-off of any kind by any third party (including any employee or former employee of any Seller) arising from Sellers' breach ofout of the conduct of the Business, default under or failure to comply withthe ownership, at operation or use of any time Purchased Assets on or prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; or (vk) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation Liability of Sellers under or relating to any Employee Benefit Plan (includingarising by reason of this Agreement, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby by this Agreement, including any Sellers’ legal and any accounting fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellersexpenses.

Excluded Liabilities. Except for Without limiting the Assumed Liabilitiesgenerality of Section 2.2(a) hereof, in no event shall the Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, and Assumed Liabilities shall not include assume any liabilities or obligations in respect of the following: following liabilities of the Seller (collectively, the "Excluded Liabilities"): (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses all liabilities and obligations of the like related to employee compensation Seller for any period or portion of a period prior and all Taxes relating to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers Business or the Purchased Assets that relate in any prior owner of the Business of any kind manner to, or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time first arose during, all times prior to the Closing Date, whether except as provided under Section 2.2(a)(iii) above and Section 6.8 below; (ii) except to the extent assumed by Purchaser under Section 2.2(a)(i) above, all claims, demands, liabilities or not such liability obligations of any nature whatsoever with respect to the Business or obligation arises prior any of the Purchased Assets, which are based upon or subsequent relate to events or conditions existing on or before the Closing Date, includingor which are based upon any products sold or services performed prior to the Closing, without limitationnotwithstanding that the date on which the claim, any distributions payabledemand, debt liability or notes payable obligation arose or became manifest was on a date which was on or after the Closing Date; (including, without limitation, bank overdrafts), insurance related iii) all liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for of the payment Seller pursuant to Section 11.2 of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); this Agreement; (iv) all liabilities, claims or other obligations of the Seller for any liability or obligation of Sellers relating the following: workers' compensation; payments on behalf of employees of Seller under any Benefit Plans; insurance; holiday, regular and severance pay with respect to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to all employees of the Closing DateSeller, whether or not such liability or obligation arises prior or subsequent to employees become employees of the Purchaser after the Closing Date(provided, any Assumed Liability or Sellers' failure in a timely manner however, that Purchaser shall be responsible for all such liabilities, claims and obligations for Continuing Employees with respect to pay or perform any other liability or obligation which accrued at any time prior to employment after the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; Closing); (v) any liability obligation to provide vacation, sick or obligation personal days to any employee of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or Seller other than a Continuing Employee with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business employment prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; Closing; (vi) any debt liability or other obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); Seller incurred after the Closing Date; (vii) any liability or obligation the Accounts Payable of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; Seller; (viii) any liability or obligation Liabilities of Sellers arising out of or incurred in connection with whatsoever nature under the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersPersonal Property Leases.

Excluded Liabilities. Except for the Assumed Liabilities, in no event Buyer shall Purchaser assume, agree to pay, satisfy not assume by virtue of this Agreement or discharge or otherwise have any responsibility for any liabilities or obligations of Sellersthe transactions contemplated hereby, and shall have no liability for, any Liabilities of Seller or any of its Affiliates (including those related to Seller’s business) of any kind, character or description whatsoever (the “Excluded Liabilities”). Seller shall remain liable for and discharge in a timely manner or shall make adequate provision for all of the Excluded Liabilities that affect the Assets or Assumed Liabilities, provided that Seller shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any person or entity. Excluded Liabilities shall not include any liabilities include: (a) all Taxes (other than Taxes that are Assumed Liabilities) including those that result from or obligations have accrued in respect connection with the operation of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period Seller’s business on or portion of a period prior to the Closing Date; ; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iiib) any liability Liability or obligation of Sellers whatsoever which accrued at Seller and its Affiliates of any time nature owed to any employees, directors, former employees, agents or independent contractors, whether or not employed by Buyer after the Closing, that (A) arises out of or relates to the employment or service provider relationship between Seller or its Affiliates (or any predecessor in interest) and any such individual(s); or (B) arises out of or relates to events, circumstances or conditions occurring on or prior to the Closing Date (including the transactions contemplated by this Agreement); (c) Liabilities and obligations of Seller and its Affiliates under the Assumed Contracts that were incurred, arose or became payable on or prior to the Closing Date, whether such liabilities and obligations are claimed or not such liability invoiced before or obligation arises prior or subsequent to after the Closing Date, includingincluding any open purchase orders or change orders as of the Closing Date; (d) all Liabilities and obligations, without limitationother than the Assumed Retained Contract Obligations, any distributions payableof Seller and its Affiliates under the Retained Contracts whether incurred, debt arising or notes becoming payable (includingon, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted after or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date. (e) all Liabilities of Seller and its Affiliates under the Registrations, whether to be performed, or not such liability which relate to any event, circumstance or obligation arises prior condition occurring, on or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether ; (f) all Liabilities with respect to accrued expenses incurred on or not such liability or obligation arises prior to the Closing in connection with the Product; (g) all Liabilities arising out of claims of third parties for damage or subsequent injury suffered as the result of defective products sold or manufactured on or prior to the Closing Date; and (vh) any liability or obligation Liabilities of Sellers (whether or not such liability or obligation arises prior Seller and its Affiliates relating to or subsequent to arising under this Agreement, the Closing Date) arising solely out of Development Agreements, or with respect to any third party or governmental claim pending on other agreement between the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers Buyer and Seller relating to the breach Product or from the consummation of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellersthereby.

Excluded Liabilities. Except for the Assumed Liabilities, in no event shall Purchaser Buyer does not assume, agree to payperform or discharge, satisfy or discharge indemnify Sellers against, or otherwise have any responsibility for any liabilities or obligations Liabilities of Sellers, whether fixed or contingent, and Assumed Liabilities shall not include any liabilities whether arising prior to, on or obligations in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior to after the Closing Date; Date (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date“Excluded Liabilities”), including, without limitation, any distributions payable, debt or notes payable of the following Liabilities: (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iva) any liability or obligation Indebtedness of QS other than to the extent arising following the Closing Date under any of the Assumed Contracts; (b) any Liability of Sellers for Taxes relating to the Business or arising from Sellers' breach of, default under or failure the Transferred Assets attributable to comply with, at any time period prior to the Closing DateDate including any Liability of Sellers for such periods for the unpaid taxes of any Person as a transferee or successor, whether by contract or not otherwise; (c) any Liability of Sellers to indemnify any Person by reason of the fact that such liability Person was a director, officer, employee or obligation arises prior agent of either Seller; (d) any Liability of Sellers to any stockholder or subsequent Affiliate of Sellers other than pursuant to any Assumed Contract; (e) any Liability of Sellers arising out of or resulting from non-compliance with any Applicable Law with respect to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time Business prior to the Closing DateClosing; (f) except as specifically provided in Section 2.3(d), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation Liability of Sellers (whether for making payments or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out providing benefits of or with respect any kind to any third party current or governmental claim pending on the Closing Date former employees that accrued or thereafter initiated based on or arising out of the operation of the Business arose prior to the Closing Date, including, without limitation, (A) any liability Liability to provide any such employees notices and continuation of health benefit coverage required to be provided to all employees or obligation the beneficiaries or dependents of Sellers relating such employees, under Part 6 of Subtitle B of Title I of ERISA, Section 4980B(f) of the Code and state or local laws with the same or similar purpose (herein collectively referred to as “COBRA”), (B) any Liability in respect of medical and other benefits for retirees, (C) any Liability in respect of work related employee injuries or workmen’s compensation claims, and (D) any Liability of Seller with respect to any investigation severance obligations owed to employees of Seller resulting from any termination initiated by any governmental agency of any of the Division's facilities Seller on or operations that is pending on before the Closing Date; (vi) any liability or obligation of Sellers relating , except to the breach extent such obligations arise from the failure of any Law Buyer fully to perform its obligations under Section 5.3 hereof; (g) expenses incurred by Sellers in connection with the transactions contemplated herein, including, without limitation, Environmental Laws fees and expenses of Seller’s counsel and accountants; (as hereinafter defined) and labor laws); (viih) any obligation or liability or obligation of Sellers under to the Buyer created by this Agreement; (i) any Liability, whether presently existing or hereafter arising, which is attributable solely to an Excluded Asset; (j) any Liability arising from Sellers’ failure to comply with the bulk transfer laws of any applicable jurisdiction with respect to the consummation of the transactions contemplated hereby; (k) any Liability for uncleared checks of Sellers or the bank accounts of Sellers; (l) any Liability resulting from or relating to any Employee Benefit Plan (includingActions against Sellers based on events, without limitation, any employment agreements outstanding with Sellers), whether circumstances or not such liability conditions occurring or obligation arises existing prior to or subsequent to the Closing DateClosing; and (viiim) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Liability not otherwise constituting an Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersLiability.

Excluded Liabilities. Except for Notwithstanding the Assumed Liabilitiesprovisions of Section 1.1(c), in no event shall Seller will retain, and Purchaser will not assume, agree by virtue of this Agreement or the Transactions, and will have no liability for, or obligation to pay, satisfy perform or discharge discharge, any Liabilities of Seller or otherwise have any responsibility for any liabilities or obligations of Sellers, and Seller’s Affiliates that are not Assumed Liabilities (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall not include include: (i) any liabilities Liability for Taxes of Seller (or any Affiliate of Seller) or relating to the Business, the Purchased Assets or the Assumed Liabilities for which Seller is responsible pursuant to Section 4.7; (ii) any Liabilities relating to or arising out of the Excluded Assets; (iii) any Liabilities of Seller arising under or in connection with any benefit plan providing benefits to any present or former employee of Seller or its Affiliates; (iv) in relation to the Business Employees, all (A) Liabilities for accrued wages, salary, bonus, vacation time and any other form of compensation of Transferred Employees payable with respect to all periods prior to the Closing (including associated withholding and payroll tax obligations); (B) Liabilities arising under the Employee Plans (including Liabilities for retention bonuses, change of control and similar payments or severance obligations that are, in each case, provided under any Employee Plan and any claims or litigation related to any Employee Plan); and (C) Liabilities and expenses arising in respect of claims or litigation of Business Employees in connection with the following: operation of the Purchased Assets or the Business, that relate to events prior to the Closing; (iv) for accrued salary, severance pay, paid time all environmental Liabilities associated with Hazardous Materials generated at the Facilities or the Purchased Assets and disposed of off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period -site at third party commercial disposal facilities prior to the Closing Date; ; (iivi) for Taxes (as hereinafter defined) of Sellers or any prior owner all health and safety claims associated with current and former employees of the Business of any kind and claims related to occupational exposures or for any period; injuries prior to the Closing Date; (iiivii) any liability Liabilities under (A) the Excluded Contracts whenever arising, or obligation (B) any other Contracts to the extent such Liabilities under such other Contracts arise out of Sellers whatsoever which accrued at any time or relate to a breach by Seller of such other Contracts prior to the Valuation Date; (viii) all Liabilities arising from the generation or trading of RINS and LCFS Credits prior to the Valuation Date; (ix) all Liabilities arising from the generation or trading of RINS and LCFS Credits on or after the Valuation Date and prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Dateextent resulting from the actual fraud, including, without limitation, any distributions payable, debt gross negligence or notes payable criminal misconduct of Seller or its Affiliates; and (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (ivx) any liability or obligation Liabilities of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior Mavrix not primarily related to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities businesses or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) Canton Renewables and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersXXXX Xxxxxx.

Excluded Liabilities. Except for the Assumed Liabilities, in no event Neither Buyer nor any Buyer Designee shall Purchaser assume, agree assume or be obligated to pay, satisfy perform or otherwise assume or discharge or otherwise have any responsibility for any liabilities or obligations of SellersSeller or any Affiliate of Seller, and whether direct or indirect, known or unknown, absolute or contingent, except for the Assumed Liabilities (all of such liabilities and obligations not so assumed being referred to herein as the "Excluded Liabilities") and Seller or a Subsidiary shall pay, perform and discharge all such Excluded Liabilities. For the avoidance of doubt, the parties agree that the Excluded Liabilities include, but are not include limited to, any and all liabilities or obligations set forth or described in respect paragraphs (a) through (h) below, whether or not any such liability or obligation has a value for accounting purposes or is carried or reflected on or specifically referred to in Seller's or the applicable Subsidiary's financial statements: (a) any and all Excluded Taxes; (b) any and all Environmental Liabilities; (c) any and all liabilities or obligations arising out of the following: or related to any Excluded Asset or Excluded Contract; (d) any and all liabilities or obligations relating to or in connection with (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, the employment and any other bonuses and the like related to termination of such employment by Seller or any current or former Affiliate of Seller of any employee compensation for or former employee of Seller or any period current or portion former Affiliate of a period prior to Seller on or before the Closing Date; (ii) for Taxes (as hereinafter defined) the employment and any termination of Sellers such employment by Seller or any prior owner current or former Affiliate of the Business Seller of any kind Non-Transferred Employee whether before, on, or for any periodafter the Closing Date; (iii) any liability employee's or obligation former employee's or his/her dependents' rights or obligations under any fringe benefit of Sellers whatsoever employment with Seller or any current or former Affiliate of Seller, including any benefit plan or arrangement of Seller or any current or former Affiliate of Seller; (iv) any employee retention payments for key employees included in the list of Transferred Employees as set forth on Schedule 2.5(d); and/or (v) the WARN Act arising from actions taken by Seller or any Affiliate of Seller whether before, on, or after the Closing Date; (e) any and all liabilities or obligations in connection with, or relating to, any actions, suits, claims or proceedings against the Purchased Assets, the CATV Business, Seller or any Subsidiary which accrued at any time arise or accrue on or before the Closing Date; (f) except as set forth in Section 2.4(b), the obligations and liabilities with respect to the CATV Business or the Purchased Assets arising from, or in connection with, the conduct of the CATV Business or the ownership of the Purchased Assets by Seller or a Subsidiary on or prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable ; (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (ivg) any liability or obligation of Sellers and all benefit liabilities relating to or arising in connection with Section 4980B of the Code (COBRA) to provide continuation of health care coverage to employees or former employees of Seller or their dependents arising from Sellers' breach of, default under a qualifying event occurring on or failure to comply with, at any time prior to before the Closing Date, whether or not such liability or obligation arises prior or subsequent to Date and after the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or Date with respect to Non-Transferred Employees; and (h) any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out and all liabilities of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby Plans and any fees benefit plan or arrangement of Seller and expenses of counsel, accountants, brokers, financial advisors its current or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost former Affiliates or expense of SellersERISA Affiliates.

Excluded Liabilities. Except for the Assumed LiabilitiesNotwithstanding any other provision of this Agreement, in no event shall Purchaser neither Buyer nor Meritage will assume, agree to pay, satisfy acquire or discharge or otherwise have any responsibility be responsible for any liabilities liabilities, obligations or expenses, whether fixed or contingent, known or unknown, matured or unmatured, executory or non-executory, to the extent such liability or obligations arise out of Sellersacts, and Assumed Liabilities shall not include any liabilities omissions or obligations in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period occurrences on or portion of a period prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, whether even if they do not become known until after such date, relating to or consisting of (collectively, the "EXCLUDED LIABILITIES"): (1) liabilities and obligations not such liability reflected on the Final Closing Balance Sheet; (2) except as reflected on the Final Closing Balance Sheet, all liabilities and obligations relating to the Sterling Oaks, Colonial Pointe, Indigo Lakes, Rookery Pointe and Laurel Lakes subdivisions, other than Construction Claims arising out of Housing Units closed in these subdivisions after the Closing; (3) liabilities, obligations and expenses (including Taxes) of Seller under this Agreement or obligation arises with respect to or arising out of the consummation of the transactions contemplated by this Agreement; (a) any Taxes (including deferred Tax liabilities) applicable to Colonial or the Colonial Business arising out of or relating to periods prior or subsequent to the Closing DateDate or as a result of the transactions contemplated by this Agreement, including(b) any liabilities or obligations or expenses of the Colonial related to pending or threatened litigation against Colonial, without limitationthe Colonial Business, any distributions payable, debt the Acquired Assets or notes payable the Owned Real Property (including, without limitation, bank overdraftsthe matters listed in Section 4.20 of the Seller's Disclosure Schedule), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (ivc) any liability liabilities, obligations or obligation of Sellers expenses arising from or relating to or consisting of any lien, encumbrance or claim affecting the title to the Acquired Assets or the Owned Real Property, other than Permitted Liens, (d) any liabilities, obligations or expenses under any contracts arising from Sellers' breach of, default under out of or failure relating to comply with, at any time periods prior to the Closing Date, unless the obligation is reflected on the Final Closing Balance Sheet in accordance with GAAP, (e) any liabilities, obligations or expenses relating to any environmental matter or condition, (f) any liabilities or obligations relating to performance or surety bonds relating to land development activities on the Optioned Real Property and (g) any liability or obligation to or in respect of any employees or former employees of Colonial, including without limitation: (i) any employment agreement, whether or not such liability or obligation arises prior or subsequent written, between Colonial and any person (excluding the bonuses between Colonial and Xxxx Xxxxxxxx, Xxxxx Xxxxxxx and Xxxx Xxxx in an amount not to exceed $130,000 in the Closing Dateaggregate), (ii) under any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued employee plan at any time maintained, contributed to or required to be contributed to by or with respect to Colonial or under which Colonial may incur liability, or any contributions, benefits or liabilities therefor, or any liability with respect to Colonial's withdrawal or partial withdrawal from or termination of any employee plan or (iii) with respect to 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, except as to (d), (e) , (f) and (g), the extent set forth on the Final Closing Balance Sheet; (5) any Construction Claim that is not an Assumed Construction Claim ("UNASSUMED CONSTRUCTION CLAIMS"); (6) debt related to the Optioned Real Property in an amount equal to the cost of such projects (the "RETAINED DEBT"); (7) any remaining costs or expenses necessary to complete any Housing Unit closed prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; ; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending 8) checks outstanding on the Closing Date; ; (vi9) any liability or obligation of Sellers relating other costs to complete reflected on the breach of any Law Closing Balance Sheet as an excluded item; and (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii10) any obligation or liability or obligation in excess of Sellers under or relating to any Employee Benefit Plan $102,000 (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred which $102,000 amount Buyer will be responsible for in connection with the negotiation, preparation and execution closing of homes in the Renaissance project) relating to that certain promissory note in favor of the Renaissance Community Association in the original principal amount of $117,000. Anything contained in this Agreement and to the transactions contemplated hereby and any fees and expenses of counselcontrary notwithstanding, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for Buyer will not assume the Assumed Excluded Liabilities, any other claim, loss, liability, obligation, damage, cost or expense which Excluded Liabilities will at and after the Closing remain the exclusive responsibility of SellersSeller. Seller will discharge all Excluded Liabilities in accordance with their terms (subject to Seller's right to contest obligations believed in good faith not to be then due) and Applicable Law.

Excluded Liabilities. Except for the Assumed Liabilities, in no event Purchaser shall Purchaser not assume, agree to pay, satisfy or discharge or otherwise and shall have any responsibility for any liabilities or obligations of Sellers, and Assumed Liabilities shall not include any liabilities or obligations in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonusesno liability for, any other bonuses and the like related to employee compensation for any period or portion Liabilities of a period prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business Seller of any kind kind, character or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Datedescription, whether accrued, absolute, contingent or not such liability otherwise, it being understood that Purchaser is expressly disclaiming any express or obligation arises prior or subsequent to the Closing Date, implied assumption of any Liabilities of Seller (other than Assumed Liabilities) including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iva) any liability or obligation Liability of Sellers relating to or Seller and any claims by any stockholder of Seller arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect relating to the execution, delivery or performance of this Agreement and the Transactions, (b) any Liability of Seller to any third party current or governmental claim pending on the Closing Date former employee or thereafter initiated based on or consultant of Seller, (c) any Excluded Taxes, (d) any Liabilities arising out of or relating to the prosecution, ownership, operation, maintenance, sale, lease or use of the Transferred Assets or the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, (e) all wages, salaries and other compensation and employee benefits (including any severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the execution, delivery or performance of this Agreement), retirement and any other claimbenefits, losspremiums, liabilityclaims and related costs) to any of the employees, obligationformer employees (including the former employees of Seller’s U.K. Subsidiary) or retirees of Seller with respect to services performed for, damageor Contracts entered into with, cost Seller prior to the Closing, and (f) the Liabilities of Seller set forth on Schedule 1.5 (collectively, the “Excluded Liabilities”). Notwithstanding anything to the contrary herein, it is understood and agreed that Seller shall not be responsible for any compensation, benefits or expense other amounts payable to any Seller Service Provider pursuant to any Contract entered into by TheMaven, Purchaser or any of Sellerstheir Affiliates that becomes effective at or following the Closing.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary in this Agreement, nothing in no event this Agreement shall Purchaser assumebe construed to impose on Buyer, agree and Buyer shall not assume or be obligated to pay, satisfy or discharge perform or otherwise have any responsibility for any discharge the following liabilities or obligations (the "Excluded Liabilities"): (a) Any liabilities or obligations of Sellers, and Assumed Liabilities shall Seller in respect of any Excluded Assets or other assets of Seller which are not include any Purchased Assets; (b) Any liabilities or obligations in respect of Taxes attributable to the following: ownership, operation or use of Purchased Assets for taxable periods, or portions thereof, ending before the Closing Date, except for Taxes for which Buyer is liable pursuant to Sections 3.5 or 6.8(a) hereof; (ic) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, Any liabilities or obligations of Seller accruing under any other bonuses and the like related to employee compensation for any period or portion of a period Seller's Agreements prior to the Closing Date; ; (iid) for Taxes (All liabilities or obligations of Seller arising under or relating to Nuclear Laws or relating to any claim by third parties based on common law, in either case arising as hereinafter defined) of Sellers or any prior owner a result of the Business off-Site disposal, treatment, storage, transportation or recycling of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time Low Level Waste prior to the Closing Date, whether including any and all asserted or not such liability unasserted liabilities or obligation arises prior obligations to third parties (including employees) for property damage, personal injury or subsequent tort, or similar causes of action arising with respect thereto; (e) Any fines, penalties or costs imposed by a Governmental Authority with respect to the Closing DatePurchased Assets resulting from (i) an investigation, includingproceeding, without limitation, any distributions payable, debt request for information or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known inspection before or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers by a Governmental Authority relating to actions or arising from Sellers' breach of, default under or failure to comply with, at any time omissions of Seller prior to the Closing Date, whether except for liabilities and obligations which have been assumed by Buyer under Section 2.3(b), or not such liability (ii) criminal acts, willful misconduct or obligation arises prior gross negligence of Seller; (f) Any payment obligations of Seller for goods delivered or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business services rendered prior to the Closing Date, including, without limitation, rental or lease payments pursuant to the Real Property Agreements and any liability or obligation of Sellers leases relating to any investigation by any governmental agency of any of Tangible Personal Property; (g) Any liability, obligation or responsibility under or related to Environmental Laws or the Division's facilities common law, whether such liability, obligation or operations that responsibility is pending known or unknown, contingent or accrued (whether or not arising or made manifest before the Closing Date or on or after the Closing Date; ), arising as a result of, in connection with or allegedly caused by, the off-Site disposal, treatment, storage, transportation or recycling of Hazardous Substances (viincluding any discharge or Release in connection therewith) prior to the Closing Date in connection with the ownership or operation of the Purchased Assets; (h) Except to the extent caused by Buyer or any liability of its Affiliates, any liabilities, obligations or obligation of Sellers responsibilities to the extent relating to (i) the breach of any Law property, equipment or machinery within the switchyard for which Seller will retain an Easement, (ii) the transmission lines delineated in the Easements, or (iii) Seller's operations on, or usage of, the Easements, including, without limitation, Environmental Laws liabilities, obligations or responsibilities arising as a result of or in connection with (as hereinafter defined) and labor laws); (viiA) any liability violation or obligation alleged violation of Sellers under Environmental Law and (B) loss of life, injury to persons or property or damage to natural resources; (i) Except as provided in Section 2.3(h), any liabilities or obligations relating to personal injury or tort, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action filed with or pending before any court or administrative agency on the Closing Date with respect to the Purchased Assets or the Transferred Employees or where the material facts of such claim or cause of action occurred prior to the Closing Date; (j) Except as provided in Section 2.3(b) or 2.3(i) any asserted or unasserted liabilities or obligations to third parties (including employees) for personal injury or tort, or similar causes of action arising out of the ownership or operation of the Purchased Assets prior to the Closing Date; (k) Subject to Section 6.10, any liabilities or obligations relating to any Employee Benefit Plan maintained by Seller, or any employee benefit plan as defined in Section 3(3) of ERISA and maintained by any trade or business (whether or not incorporated) which is or ever has been under common control, or which is or ever has been treated as a single employer, with Seller under Section 414 (b) , (c) , (m) or (o) of the Code ("ERISA Affiliate") or to which Seller or any ERISA Affiliate contributed (the "ERISA Affiliate Plans"), including any multi-employer plan contributed to at any time by Seller or any ERISA Affiliate, or any multi-employer plan to which Seller or any ERISA Affiliate is or was obligated at any time to contribute, including, without limitation, any employment agreements outstanding such liability (i) relating to benefits payable under any Benefit Plans, (ii) relating to the PBGC under Title IV of ERISA, (iii) relating to a multi-employer plan, (iv) with Sellersrespect to noncompliance with the notice and benefit continuation requirements of COBRA, (v) with respect to any noncompliance with ERISA or any other applicable laws, or (vi) with respect to any suit, proceeding or claim which is brought against Buyer, any Benefit Plan, ERISA Affiliate Plan, or any fiduciary or former fiduciary of any such Benefit Plan or ERISA Affiliate Plan and the basis of which is related to actions of Seller or its ERISA Affiliates or which is otherwise related to the ownership or operation of the Purchased Assets prior to the Closing Date; (l) Subject to Section 6.10 and Section 2.3(h), whether any liabilities or not such liability obligations relating to the employment or obligation arises termination of employment, including discrimination, wrongful discharge, unfair labor practices, or constructive termination by Seller of any individual, attributable to any actions or inactions by Seller prior to the Closing Date other than such actions or subsequent inactions taken at the written request or with the written consent of Buyer; (m) Subject to Section 6.10, any obligations for wages, overtime, employment Taxes, severance pay, transition payments in respect of compensation or similar benefits or similar claims or causes of action arising or related to facts or performance occurring prior to the Closing Date under any term or provision of any contract, plan, instrument or agreement relating to any of the Purchased Assets; (n) Any liability of Seller arising out of a breach by Seller or any of its Affiliates of any of its obligations under this Agreement or the Ancillary Agreements; (o) Any obligation of Seller to indemnify a Buyer Indemnitee under this Agreement; (p) Any liabilities relating to the following bonds (collectively, the "Pollution Control Bonds") and any agreements relating thereto: (i) $84,710,000 aggregate principal amount of Illinois Development Finance Authority 7 3/8% Pollution Control Refunding Revenue Bonds, 1991 Series A (Illinois Power Company Project), (ii) $84,150,000 aggregate principal amount of Illinois Development Finance Authority 7.40% Pollution Control Refunding Revenue Bonds, 1994 Series B (Illinois Power Company Project), (iii) $51,770,000 aggregate principal amount of Illinois Development Finance Authority Adjustable Rate Pollution Control Revenue Refunding Bonds, 1993 Series A (Illinois Power Company Project), (iv) $30,000,000 aggregate principal amount of Illinois Development Finance Authority Adjustable Rate Pollution Control Revenue Refunding Bonds, 1993 Series B (Illinois Power Company Project), (v) $30,000,000 aggregate principal amount of Illinois Development Finance Authority Adjustable Rate Pollution Control Revenue Refunding Bonds, 1993 Series C (Illinois Power Company Project), (vi) $70,000,000 aggregate principal amount of Illinois Development Finance Authority Adjustable Rate Pollution Control Revenue Refunding Bonds, 1997 Series A (Illinois Power Company Project), (vii) $45,000,000 aggregate principal amount of Illinois Development Finance Authority Adjustable Rate Pollution Control Revenue Refunding Bonds, 1997 Series B (Illinois Power Company Project), (viii) $35,000,000 aggregate principal amount of Illinois Development Finance Authority Adjustable Rate Pollution Control Revenue Refunding Bonds, 1997 Series C (Illinois Power Company Project), (ix) $18,700,000 aggregate principal amount of Illinois Development Finance Authority 5.40% Pollution Control Revenue Refunding Bonds, 1998 Series A (Illinois Power Company Project), (x) $33,755,000 aggregate principal amount of Illinois Development Finance Authority 5.40% Pollution Control Revenue Refunding Bonds, 1998 Series B (Illinois Power Company Project), (xi) $25,000,000 aggregate principal amount of Illinois Development Finance Authority Pollution Control Revenue Bonds, 1987 Series B (Illinois Power Company Project) (Adjustable Convertible Exchange Securities), (xii) $25,000,000 aggregate principal amount of Illinois Development Finance Authority Pollution Control Revenue Bonds, 1987 Series C (Illinois Power Company Project) (Adjustable Convertible Exchange Securities), (xiii) $25,000,000 aggregate principal amount of Illinois Development Finance Authority Pollution Control Revenue Bonds, 1987 Series D (Illinois Power Company Project) (Adjustable Convertible Exchange Securities) and (xiv) $35,615,000 aggregate principal amount of Illinois Development Finance Authority 5.70% Pollution Control Refunding Revenue Bonds, 1994 Series A (Illinois Power Company Project); 172 (q) Any Environmental Claim related to or any other liability, obligation or responsibility attributable to any Environmental Condition at the Construction Waste Landfill, including any Remediation required by an order of a Governmental Authority under Environmental Law; provided, however that Seller shall not have any liability, obligation or responsibility with respect to the Construction Waste Landfill to the extent arising from or attributable to the acts of Buyer or its employees, agents or contractors after the Closing Date, other than for acts required by an order of a Governmental Authority under Environmental Law; (r) Subject to Section 6.17, any Remediation work identified on Schedule 6.17; (s) All liabilities or obligations for (i) any insurance premiums (including deferred premiums or retrospective premium adjustments) under the Nuclear Insurance Policies, and (ii) any retrospective premium adjustments under the Price-Anderson Act's secondary layer of financial protection, in eithxx xxxx xxxxxxg from events occurring prior to the Closing Date; and (viiit) any Any other liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersSeller not specifically assumed hereunder.

Excluded Liabilities. Except Notwithstanding any provision of this Agreement to the contrary, except as expressly provided in Section 1.3 hereunder, Buyer is not assuming, and Seller agrees that Buyer and its Affiliates shall not be liable or otherwise responsible for, in any way, any Liabilities of, Seller, its Affiliates, or the Business (the “Excluded Liabilities”), including but not limited to: (a) Indebtedness other than (i) the North Stadium Note, and (ii) trade payables or other obligations incurred in the ordinary course of business post-Closing and relating to any Assigned Contract; (b) Seller Transaction Expenses; (c) Liabilities owed by Seller to any Beneficial Owner or any other Related Party, other than Seller’s payment obligations to North Stadium under the North Stadium Note; (d) Liabilities related to or arising out of the Excluded Assets or any business of Seller other than the Business, whether arising prior to, on, or after the Closing Date; (e) Any Liabilities or obligations for (i) Taxes relating to the Excluded Assets or the Excluded Liabilities, to which Seller or any of its Affiliates is subject, directly or indirectly; (ii) Taxes attributable to the Business, the Assumed Liabilities, in no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility the Acquired Assets for any liabilities or obligations of Sellers, and Assumed Liabilities shall not include any liabilities or obligations in respect of the following: Tax period (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior to thereof), as prorated, ending on or before the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; and (iii) any liability Taxes imposed on Buyer or obligation its Affiliates as a successor or transferee of Sellers whatsoever which accrued at Seller or its Affiliates; (f) Liabilities or obligations of Seller, the Beneficial Owners, or their respective Affiliates arising under this Agreement or any time prior Ancillary Document; (g) Liabilities related to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business or the ownership of the Acquired Assets on or prior to the Closing, except for Assumed Liabilities; (h) Liabilities relating to or arising from any Seller employee benefit plan; (i) all deferred compensation, severance, equity appreciation, phantom equity or similar payments due by Seller to any Person under any plan, agreement or arrangement of Seller; (j) all wages, bonuses, commissions, independent contractor payments, payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, stay, change of control, severance, bonus, or similar payments due by either Seller to any Person and other accelerations or increases in rights or benefits of either Seller’s employees (or former employees) under any plan, agreement or arrangement of each Seller which obligation, in each case, either (A) arises at or prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any (B) is payable or becomes due in whole or in part as a result of the Division's facilities consummation of the transactions contemplated by this Agreement, including all Taxes that are payable by either Seller or operations that is pending their Affiliates in connection with or as a result of the payment of such Liability; (k) Liabilities of Seller or its Affiliates for warranty claims for (i) Spinal Products manufactured or sold prior to the Closing Date or (ii) Silicon Nitride Products manufactured by Seller on or after the Closing Date; ; (vil) Liabilities of Seller or its Affiliates relating to or arising from the manufacture, testing or clinical studies, packaging, or sale of the Spinal Products before the Closing and all Liabilities related to or arising from the manufacture of Silicon Nitride Products (to the extent actually manufactured by Seller or any of Seller’s Affiliates) after the Closing; (m) any liability or financial obligation of Sellers relating Seller or its Affiliates to the breach of any Law pay royalties (including, without limitation, Environmental Laws (as hereinafter definedi) and labor laws); (vii) any liability or obligation of Sellers under or relating pursuant to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises an Assigned Contract that arose from a sale made prior to or subsequent to the Closing Date; Date or (viiiii) pursuant to any Contract other than an Assigned Contract; (n) any liability Liability of Seller or obligation its Affiliates pursuant to any Environmental Law arising from or related to any action, event, circumstance, or condition occurring or existing as of Sellers or prior to the Closing; (o) any Liability arising from or related to any breach, failure to perform, torts related to the performance of, violations of Legal Requirements, infringements or indemnities under, guaranties pursuant to and overcharges or underpayments under, any Assigned 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 as of or prior to the Closing; (p) any Liability arising from or related to any compliance or noncompliance on or prior to the Closing with any Legal Requirement applicable to Seller, any of Seller’s Affiliates, the Business, or the Acquired Assets or which arises from facts, circumstances, events, conditions, or actions that occurred or existed as of or prior to the Closing; (q) any Liability arising from or related to any Action against Seller, any of Seller’s Affiliates, the Business, or the Acquired Assets pending as of the Closing or based upon any action, event, circumstance, condition, or action arising or that occurred or existed as of or prior to the Closing; (r) any Liability to indemnify, reimburse, or advance amounts to any present or former Representative of Seller or any of Seller’s Affiliates (including with respect to any breach of fiduciary obligations by any such party); and (s) accounts payable or other accrued and unpaid current expenses arising out of or relating to the operation or conduct of the Business outstanding as of the Closing Date other than such payables or expenses incurred in connection with the negotiation, preparation and execution ordinary course of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellersbusiness that relate to Assigned Contracts.

Excluded Liabilities. Except Notwithstanding any provision in this Agreement or any other writing to the contrary, Seller and its Affiliates shall retain and be responsible for the Assumed following Liabilities relating to the Business (collectively, the “Excluded Liabilities, in no event ”); provided that notwithstanding transactions contemplated hereby or any provision of this Agreement all assets and liabilities of Subsidiary shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any remain assets and liabilities or obligations of Sellers, and Assumed Liabilities shall not include any liabilities or obligations in respect of the following: Subsidiary: (ia) all Liabilities for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, or with respect to Taxes for which Seller or its Affiliates bear responsibility pursuant to Article 8; (b) all Liabilities of Seller and its Affiliates to pay any other bonuses and the like related to employee compensation for any period Indebtedness incurred on or portion of a period prior to the Closing Date; ; (c) all accounts payable and accrued expenses of Seller and its Affiliates not related to the conduct of the Business; (d) (i) intercompany payables of the Business owed to Seller or any Affiliate of Seller other than Assumed Intercompany Payables and (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner all liabilities arising under Contracts of the Business that are solely between Seller and its Affiliates (including Contracts between two Affiliates of Seller), other than, in the case of clauses (i) and (ii), ordinary course arm’s length purchase orders for goods or services and Contracts regarding employment or employment benefits; (e) all Liabilities for any Selling Expenses; (f) all retention, change in control, bonus or similar awards payable to employees, agents and consultants of Seller or any of its Affiliates as a result of, in connection with or with respect to the transactions contemplated by this Agreement and unpaid as of the Closing Date, including any amounts payable under the retention and sale bonus agreements set forth on Schedule 2.04(f) (including the employer portion of any kind payroll, social security, unemployment or for similar Taxes); (g) all Liabilities arising under the Excluded Plans, including any perioddefined benefit or defined contribution pension obligation (regardless of whether such obligation is contained in an employment agreement, collective bargaining agreement, national, industry or company agreement, works council agreement or otherwise), other than any such pension obligation that is solely governmental and, as an initial matter, was not voluntary in nature and other than the Canadian Registered Retirement Savings Plans and the Irish Benefit Plan; any non-qualified deferred compensation arrangement; and any post-retirement health and post-retirement life insurance plans (iiiother than the Com-Net Retirement Medical Plan); (h) all Liabilities arising under the Tyco International (US) Inc. Retirement Savings and Investment Plan I, as amended and restated as of August 3, 2002, including those relating to the special pension supplement credited as a transitional benefit on behalf of eligible Business Employees who were participants in the AMP Incorporated Pension Plan; (i) all Liabilities arising under any liability stock option and other equity-based compensation plans of Seller or obligation its Affiliates; (j) all Liabilities with respect to Former Employees; (k) all Liabilities with respect to Business Employees (i) whose employment transfers to Buyer or an Affiliate of Sellers whatsoever which accrued at any time Buyer or to whom an offer of employment is required to be made, in each case in accordance with Applicable Law (including the Transfer Regulations) if such Business Employee was, immediately prior to the Closing Date, whether on long-term disability, unauthorized leave of absence or not such liability lay-off with or obligation arises without recall rights or (ii) who are on short-term disability, pregnancy or parental leave or any other authorized leave of absence immediately prior or subsequent to the Closing Date and do not return to active employment with Buyer or an Affiliate of Buyer within six months following the Closing Date; (l) all liabilities for or with respect to employee benefits for which Seller or its Affiliates bear responsibility as specifically contemplated under Article 9; (m) all Excluded Environmental Liabilities; (n) all Liabilities arising under, includingrelated to or in respect of the Cobham Agreement and the transactions contemplated thereby or undertaken in connection therewith, without limitationincluding all Liabilities arising under, any distributions payablerelated to or in respect of the business, debt or notes payable properties and assets transferred under such agreement; (including, without limitation, bank overdraftso) subject to Section 2.03(h), insurance all Liabilities arising under, related liabilities to or in respect of the Com-Net Agreement and the transactions contemplated thereby or undertaken in connection therewith; (whether known p) all Liabilities arising under, related to or unknown)in respect of the Autoliv Agreement and the transactions contemplated thereby or undertaken in connection therewith, including workers' compensation claims all Liabilities arising under, related to or in respect of the business, properties and assets transferred under such agreement; (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (ivq) any liability or obligation of Sellers Liability primarily relating to or arising from Sellers' breach ofout of an Excluded Asset; provided that any Liability under Item 8 on Schedule 2.02(d) to the extent it relates to the personal property primarily used in the Business shall not be an Excluded Liability; (r) all Liabilities arising under, default under related to or failure to comply with, at in respect of any time non-compliance (or alleged non-compliance) with any Applicable Laws prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent but only to the Closing Date, extent arising out of any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; criminal Legal Proceeding; (vs) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) all Liabilities arising solely out of or with respect to the Retained Business or any third party Seller Product (other than Seller Products sold to the Business) whether arising prior to, on or governmental claim pending on after the Closing Date or thereafter initiated based on or Date; (t) all Liabilities arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan business (includingas opposed to a product line) formerly owned or operated by the Business or any predecessor thereof, without limitation, any employment agreements outstanding with Sellers), whether but not so owned or not such liability or obligation arises prior to or subsequent to operated as of the Closing Date; ; (viiiu) any liability or obligation of Sellers all Liabilities related to, arising out of or incurred with respect to the SONY Dispute, the SONY Contract or, to the extent related to the SONY Dispute or the SONY Contract, any agreement related thereto (including the breach of, performance or non-performance of, noncompliance with, or default under any provisions of the SONY Contract or, to the extent related thereto, any agreement related thereto by Seller or any of its Affiliates), or the design, construction, delivery, distribution, supply, operation, or maintenance of the land mobile radio system and network under the SONY Contract, including (i) all Liabilities arising from, related to or with respect to any letters of credit issued in connection with the negotiationSONY Contract or, preparation to the extent related thereto, agreements related thereto, (ii) all Liabilities to third Persons, including vendors, subcontractors and execution of this Agreement employees, including General Dynamics and Alcatel, (iii) all Liabilities under Contracts (including vendor and subcontract Contracts) entered into primarily in connection with the transactions contemplated hereby and any fees and expenses of counselSONY Contract, accountants, brokers, financial advisors or other experts of Sellers; and (ixiv) except for any Legal Proceedings of any kind and whether or not currently threatened or pending that arise out of or are related to any of the Assumed Liabilities, any foregoing; and (v) all other claim, loss, liability, obligation, damage, cost or expense of SellersLiabilities set forth on Schedule 2.04(v).

Excluded Liabilities. Except for the Assumed Liabilities, in no event neither Buyer nor any of its Affiliates shall Purchaser assume, agree to pay, satisfy or discharge assume or otherwise be liable in respect of, or be deemed to have assumed or otherwise be liable in respect of, any responsibility for debt, claim, obligation, or other Liability of Seller, or any liabilities of its Affiliates, regardless of whether such debt, claim, obligation, or obligations of Sellersother Liability is matured or unmatured, and Assumed contingent or fixed, known or unknown (the “Excluded Liabilities”). Excluded Liabilities shall not include any liabilities or obligations in respect of the following: include, without limitation: (i) any long-term debt or notes payable of Seller and any Liability of Seller to any of its Affiliates; (ii) any Liability for accrued salaryTaxes of Seller (including liability for Taxes arising from any Tax sharing agreement, severance pay, paid time off, officers' incentive sales bonusesTax indemnity agreement or Tax allocation agreement) for any Taxable Period, any other bonuses liability for Taxes of the Business or related to the Assets properly attributable to the portion of the Taxable Period that includes the Effective Date through and including the Effective Date, and any Tax Liability arising from the sale of the Business and the like related Assets to employee compensation for Buyer contemplated herein or from any period liquidation and dissolution of Seller; (iii) any Liability of or portion claim against Seller that constitutes or arises from a breach by Seller of a any representation, warranty or covenant herein; (iv) any Liability of Seller or claim of any kind that may arise from Seller’s operation of the Business, ownership of the Assets or under the Assumed Contracts relating to the time period prior to the Closing Date; (ii) for Taxes (as hereinafter defined) Effective Date or arising out of Sellers or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time events occurring prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable Effective Date (including, without limitation, bank overdrafts), insurance related including liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time by Seller prior to Closing) or resulting from Seller’s consummation of the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; transactions contemplated by this Agreement; (v) any liability Liability of or obligation claim against Seller that may arise from the rendering of Sellers investment banking, brokerage fees, professional, legal, accounting, appraisal, engineering or other similar services to Seller in connection with the transactions herein; (whether or not such liability or obligation arises prior to or subsequent to the Closing Datevi) any Liability of Seller arising solely out of or relating to the employment of, performance of services by or termination of any employees, whether written or oral, express or implied, including any Liability (A) consisting of, arising out of or relating to severance, accrued vacation, termination, retention bonus, “golden parachute”, any Benefit Plan or corporate policy, unemployment compensation or any similar or other payment, with respect to any third party employee of Seller; (B) resulting from the consummation of the transactions contemplated by this Agreement or governmental claim pending on the Closing Date termination of any employees in connection therewith under the Workers Adjustment and Retraining Notification Act of 1988, as amended from time to time; (C) resulting from workers’ compensation or thereafter initiated based on other similar claims, or (D) arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); Benefit Plan; (vii) any liability and all claims of employees, consultants or obligation independent contractors of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not Seller in such liability or obligation arises prior to or subsequent to the Closing Date; capacity; (viii) any liability or obligation of Sellers arising out of or incurred Liability under any Contract not included in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and Assumed Contracts; (ix) except any Liability under any Assumed Contract for which a Consent, if required, has not been obtained or waived as of the Closing; (x) any forfeiture, claim or pending litigation, arbitration or proceeding relating to the Business arising prior to the Effective Date (which shall remain and be the obligation and liability solely of Seller); (xi) any Liability, other than the Assumed Liabilities; and (xii) any liability related to any Excluded Asset, unless otherwise expressly assumed by Buyer herein. For the avoidance of doubt, Seller shall not retain and Buyer is assuming and will pay the Assumed Current Liabilities. Seller agrees that it shall pay promptly when due any other claimand all Excluded Liabilities not discharged by it at or prior to Closing, loss, liability, obligation, damage, cost including any of Seller’s Liabilities related to Seller’s employees during the period they are employed by Seller or expense the Benefit Plans. Buyer is not the successor employer of SellersSeller’s employees for any purpose and is not required to employ any of such employees.

Excluded Liabilities. Except for Notwithstanding the foregoing, and except as expressly set forth in this Agreement with respect to the Assumed Liabilities, in no event Buyer shall Purchaser assumenot assume or become liable for, agree and shall not, by execution or performance of this Agreement, purchase of the Acquired Assets or otherwise, become responsible for, be liable with respect to and otherwise be obligated to pay, satisfy or perform, discharge or otherwise have guaranty any responsibility for any liabilities or obligations of Sellers, and Assumed Liabilities shall not include any liabilities or obligations in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iii) any liability Liability or obligation of Sellers whatsoever which accrued at any time Epod UK or Parent (whether fixed, absolute, contingent, known, unknown, direct, indirect or otherwise) arising prior to the Closing Date, whether all of which Liabilities, debts and obligations Epod UK agrees to promptly pay or not such liability discharge (or obligation arises prior Parent agrees to cause to have paid or subsequent to the Closing Date, discharged) including, without limitation, any distributions payable, debt or notes payable the following (including, without limitation, bank overdrafts), insurance related liabilities the “Excluded Liabilities”): (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iva) any liability Any Liability or obligation of Sellers relating to Epod UK or arising from Sellers' breach ofParent for any federal, default under state, provincial, local and foreign Taxes, assessments, and other governmental charges payable or failure to comply withremittable by it or levied upon it or its properties, at any time prior to the Closing Dateassets, whether income, or not such liability franchises which are due and payable. (b) Any Claims, acts, errors, omissions, Losses, costs or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or Liabilities with respect to any third party Epod UK, the Acquired Assets, Epod UK’s trade practices or governmental claim pending on the Closing Date Business as conducted by Epod UK arising or thereafter initiated accruing or based on or arising out of the operation of the Business prior to the Closing Date, Date or otherwise based on any acts or omissions of Epod UK made at any time thereafter including, without limitationbut not limited to, unpaid salary, products liability, environmental, tort, antitrust, workers’ compensation liability, employment practices liability, unfair competition, business practices liability and similar Claims. (c) Any Liabilities arising out of, incurred in connection with or related to the ownership of the Excluded Assets. (d) Any Liabilities arising out of or in connection with any Indebtedness of the Parent for borrowed money. (e) Any inter-company accounts payable. (f) Except as otherwise provided in Section 5.02 above, any liability Liabilities to employees or obligation former employees of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating Epod UK, to the breach extent that the event or state of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating facts giving rise to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises Liability occurred prior to or subsequent to the Closing Date; . (viiig) any liability or obligation of Sellers arising out of or incurred in connection with Any loans outstanding made by the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors Parent or other experts Indebtedness of Sellers; and (ix) except for the Assumed Liabilities, Parent as of the date hereof to any other claim, loss, liability, obligation, damage, cost or expense of SellersPerson.

Excluded Liabilities. Except Other than as set forth in Section 1.03, Buyer shall not assume or become liable for (and nothing contained in this Agreement shall be construed as an assumption by Buyer of) the Assumed Liabilitiespayment of any debts, in no event shall Purchaser assumeliabilities, agree to paylosses, satisfy accounts payable, bank indebtedness, mortgages, real or discharge personal property leases or otherwise have any responsibility for any other liabilities or obligations of SellersSeller (collectively, and Assumed Liabilities shall not include any liabilities or obligations in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date“Excluded Liabilities”), whether the same are known or not such liability unknown, now existing or obligation arises prior hereafter arising, of whatever nature or subsequent to the Closing Datecharacter, whether absolute or contingent, liquidated or disputed, including, without limitation, any distributions payableand all liabilities arising from, debt or notes payable related to, the ownership, operation and maintenance of the Business or the Assets (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved any intellectual property) prior to the Effective Time. Seller shall be responsible for, and including liability for the payment Excluded Liabilities shall include all of deductible amounts)the liabilities, obligations and undertakings of Seller not expressly assumed by Buyer pursuant to Section 1.03 hereof, and litigation or claims such liabilities, obligations and undertakings shall remain the sole liabilities, obligations and undertakings of Seller. Without limiting the generality of the foregoing, Seller shall be responsible for, and the Excluded Liabilities shall include, (includingi) all of Seller’s deferred compensation obligations including any notes payable to any Owner, without limitation(ii) the obligations and liabilities of Seller under the Lease Agreement between Source Alpharetta, EEOC Inc. and employment practices claims); Seller, dated as of December, 2003, (iii) the Agreement of Amendment and Release, dated December 26, 2002, among Seller, IM Comet, Inc., HMTS and Profitmark, (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach ofthe Agreement and Release, default under or failure to comply withdated December 23, at any time prior to the Closing Date2004 among Seller, whether or not such liability or obligation arises prior or subsequent to the Closing DateHMTS and Profitmark, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing DateHealthDataInsights, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; Inc. and Healthcare Solutions, LLC and (v) all of the liabilities for any liability or obligation of Sellers (whether or not such liability or obligation arises prior Taxes imposed by any Tax Authority pursuant to or subsequent any Law applicable to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out sale, transfer and conveyance of the operation Assets and all of the Business prior liabilities of Seller for any other Taxes imposed by any Tax Authority other than payroll Taxes to the Closing Date, including, without limitation, any liability or obligation of Sellers relating extent included in Employee Accruals pursuant to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor lawsSection 1.03(b); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellers.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary in this Agreement, nothing in no event this Agreement shall Purchaser assumebe construed to impose on Buyer, agree and Buyer shall not assume or be obligated to pay, satisfy or discharge perform or otherwise have discharge, any responsibility Liabilities not expressly identified as Assumed Liabilities and Obligations in Section 2.3 above (collectively, the "Excluded Liabilities"), including the following Liabilities and liabilities for any liabilities or Taxes, with all of such Excluded Liabilities remaining as obligations of Sellers, and Assumed Seller: (a) Any Liabilities shall not include any liabilities or obligations in respect of (i) any Excluded Assets or other assets of Seller which are not Included Assets and (ii) any Excluded Contracts; (b) Any Liabilities for Taxes attributable to the following: ownership, sale, operation, maintenance or use of the Included Assets (including any withholding Taxes imposed on Seller with respect to the Transferred Employees) for taxable periods, or portions thereof, ending at or prior to the Closing, except for Taxes for which Buyer is liable pursuant to Section 3.5 or 6.8 hereof; (c) Any Liabilities arising under the NPPOSA prior to, at or after the Closing or any of the Seller's Agreements, Fuel Contracts, the Emergency Equipment Easements, Transferable Permits or Non-material Contracts at or prior to the Closing; (d) Any Liabilities for any monetary fines or penalties imposed by a Governmental Authority with respect to the Included Assets or the employment of the Palisades Employees or Big Rock ISFSI Employees, in either case to the extent attributable to acts or omissions of Seller prior to the Closing, together with the reasonable out-of-pocket expenses of Buyer incurred in the course of responding to any investigation relating thereto commenced by a Governmental Authority; (e) Subject to Section 3.5, any payment obligations of Seller for goods delivered, and services rendered, at or prior to the Closing, including rental or lease payments due and owing at or prior to the Closing pursuant to any leases relating to Tangible Personal Property; (f) Subject to Section 6.10, any Liabilities relating to any Benefit Plan, any employee benefit plan as defined in Section 3(3) of ERISA, or any other plan, program, arrangement or policy established or maintained in whole or in part by Seller or NMC or by any trade or business (whether or not incorporated) which is or ever has been under common control, or which is or ever has been treated as a single employer, with Seller or NMC under Section 414(b), (c), (m), (o) or (t) of the Code ("ERISA Affiliate") or to which Seller, NMC or any ERISA Affiliate contributes or contributed, including any multiemployer plan, multiple employer plan or multiple employer welfare arrangement contributed to by Seller, NMC or any ERISA Affiliate or to which Seller, NMC or any ERISA Affiliate is or was obligated to contribute (the "Plans"), including any such Liability (i) for accrued salarythe termination or discontinuance of, severance payor the Seller's, paid time off, officers' incentive sales bonusesNMC's or an ERISA Affiliate's withdrawal from, any such Plan, (ii) relating to benefits payable under any such Plan or the denial of benefits alleged to be payable under any such Plan, (iii) relating to the PBGC under Title IV of ERISA, (iv) relating to a multiemployer plan, multiple employer plan or multiple employer welfare arrangement, (v) with respect to noncompliance with the notice requirements of COBRA, (vi) with respect to any noncompliance with ERISA or any other bonuses applicable Laws, and (vii) with respect to any suit, proceeding or claim which is asserted against Seller, NMC or any of their respective Affiliates, or against any Plan or any fiduciary or former fiduciary of, any of the like Plans; (g) Any Liabilities relating to the failure to hire, the employment or services or termination of employment or services of any individual, including wages, compensation, benefits, affirmative action, personal injury (of any kind), discrimination, harassment, retaliation, constructive termination, wrongful discharge, unfair labor practices, or constructive termination by Seller or NMC of any individual, or any similar or related claim or cause of action attributable to employee compensation for any period actions or portion of a period inactions by such Person at or prior to the Closing Date; (ii) for Taxes (as hereinafter defined) with respect to the Included Assets, the Palisades Employees, the Big Rock ISFSI Employees, independent contractors, applicants, and any other individuals who are determined by a court or by a Governmental Authority to have been applicants or employees of Sellers Seller, NMC or any prior owner of their respective Affiliates, provided that neither Seller nor NMC will have any Liability for similar actions or inactions by Buyer or any successor thereto on or after the Business of Closing Date. Notwithstanding the foregoing, Buyer shall not assume any kind or Liabilities for any period; (iii) any liability employees of Seller, NMC or obligation of Sellers whatsoever which accrued at any time their Affiliates who are terminated or retire prior to the Closing Date, whether or and are not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in considered a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Transferred Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellers.hereunder;

Excluded Liabilities. Except for Notwithstanding any provision of this Agreement to the Assumed Liabilitiescontrary, in no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any none of the liabilities or obligations of Sellers, and Seller other than the Assumed Liabilities shall not include any liabilities be assumed or obligations in respect are being assumed by Buyer, and Seller shall retain and remain and hereby retains and remains solely liable for, all of the debts, expenses, contracts, agreements, commitments, obligations and other liabilities of any nature whatsoever of Seller, the business of Seller or the Purchased Assets, whether known or unknown, accrued or not accrued, fixed or contingent (collectively, the “Excluded Liabilities”), including the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses: 2.4.1 Any liability related to any Excluded Assets; 2.4.2 Except as set forth in Section 2.3.5, any other bonuses and liability arising under the like related Assigned Contracts on or prior to employee compensation the Closing Date or any liability for any period breach by Seller or portion any other Person of a period any Assigned Contract prior to the Closing Date or any liability for Seller’s failure to pay any accounts payable outstanding under the Assigned Contracts on or prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers ; 2.4.3 Any product liability claims involving the Products that were first made on or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date; 2.4.4 Any liability, whether other than liabilities or not such obligations pursuant to Section 2.4.3, under any Action against Seller based, in whole or in part, on events occurring or circumstances existing on or before the Closing Date (the “Retained Claims”); 2.4.5 Any liability or obligation arises prior related to Seller’s existing or subsequent to the Closing Dateformer employees, including, without limitation, any distributions payable, debt consultants or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including independent contractors; 2.4.6 Any liability for the payment of deductible amounts), and litigation any Taxes incurred or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time accruing prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or Date with respect to Seller’s business or the Purchased Assets; and 2.4.7 Any liability for or in respect of any third party loan, other indebtedness for money borrowed, or governmental claim pending on account payable of Seller or any Affiliate of Seller. * Certain information has been omitted and filed separately with the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior Commission. Confidential treatment has been requested with respect to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellers.omitted portions. Execution Version

Excluded Liabilities. Except for the Assumed Liabilities, in no event Purchaser (and the Purchaser Affiliate) shall not assume and shall not be liable or responsible for any Liability of Seller, any direct or indirect subsidiary of Seller (each, a “Subsidiary”) or any other Affiliate of Seller, other than the Purchased Subsidiary (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Purchaser (and the Purchaser Affiliate) shall not be obligated to assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellersand does not assume, and Assumed Liabilities shall not include hereby disclaims any liabilities or obligations in respect of the following: following Liabilities of Seller, its Subsidiaries or its Affiliates: (ia) Any Liability attributable to any assets, properties or Contracts not included in the Purchased Assets, except Liabilities attributable to Non-Assignable Assets (for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, which Seller and Purchaser have reached a mutually acceptable arrangement pursuant to Section 1.5(b)); (b) Any Liability for breaches of any other bonuses and the like related to employee compensation for any period Seller Contract on or portion of a period prior to the Closing Date; ; (iic) Any Liability for accounts payable of Seller on or prior to the Closing Date; (d) Except as otherwise specifically provided in Section 12 or as may be required under the Real Property Lease, any Liability for Taxes (as hereinafter defined) of Sellers attributable to or imposed upon Seller or any prior owner of its Affiliates, or attributable to or imposed upon the Business of any kind or the Purchased Assets for any period; Pre-Closing Period; (iiie) Any Liability for or with respect to any liability loan, or obligation other indebtedness for borrowed money, including any such Liabilities owed to Affiliates of Sellers whatsoever which accrued at any time Seller; (f) Any Liability arising from accidents, occurrences, misconduct, negligence, breach of fiduciary duty or statements made or omitted to be made (including libelous or defamatory statements) on or prior to the Closing Date, whether or not such liability covered by workers’ compensation or obligation arises prior other forms of insurance; (g) Any Liability arising as a result of any legal or subsequent equitable action or judicial or administrative proceeding initiated at any time, to the Closing Date, including, without limitation, extent related to any distributions payable, debt action or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known omission on or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether including any Liability for (i) infringement or misappropriation of any Intellectual Property Rights or any other rights of any Person (including any right of privacy or publicity); (ii) breach of product warranties (which shall not such liability include repairs, fixes or obligation arises replacements in the ordinary course of business); (iii) injury, death, property damage or other losses arising with respect to or caused by Seller Products or the manufacturer or design thereof; or (iv) violations of any Legal Requirements (including federal and state securities laws); (h) Any Liability arising out of any Employee Benefit Plans or any contract of insurance for employee group medical, dental or life insurance plans; (i) Any Liability under any Contract with an Employee or Consultant of Seller incurred as of or prior or subsequent to the Closing; (j) Any Liability for making payments of any kind to Employees (including as a result of the Transaction, the termination of an employee by Seller, wages, stock options, accrued vacation or sick pay, or other claims arising out of the terms of employment with Seller), or with respect to payroll taxes relating to any Pre-Closing DatePeriod; (k) Except as otherwise set forth in this Agreement, any Liability (i) incurred in connection with the making or performance of this Agreement and the Transaction or (ii) related to or arising from the acquisition of the Business by Purchaser; (l) Any costs or expenses incurred in connection with shutting down, de-installing and removing equipment not purchased by Purchaser and any costs or expenses associated with any Contracts not assumed by Purchaser hereunder; (m) Except as otherwise set forth in this Agreement, any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Agreements, preparation or delivery of materials or information requested by Purchaser, and the consummation of the Transaction, including all broker, counsel and accounting fees; (n) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liability Liabilities on or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not any Liability of Seller for a violation of such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based a Legal Requirement that occurred on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating Closing; and (o) Any Liability to any investigation by any governmental agency stockholder of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersSeller.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary contained in this Agreement, in no event shall Purchaser assume, agree Buyer does not assume and will not be obligated to pay, satisfy or discharge perform, or otherwise have discharge any responsibility for of the following liabilities or obligations of Seller or its Affiliates (collectively, the “Excluded Liabilities”): (a) any liabilities or obligations of Sellers, and Assumed Liabilities shall not include Seller to the extent related to any Excluded Assets; (b) any liabilities or obligations in respect of the following: Taxes of 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 (ior similar provision of state, local, or foreign law) for accrued salaryas a transferee or successor, severance payby Contract or otherwise, paid time off, officers' incentive sales bonusesincluding without limitation, any other bonuses and Taxes relating to, pertaining to or arising from the like related to employee compensation Purchased Assets for any period periods (or portion of a period prior to the Closing Date; (iiportions thereof) for Taxes (as hereinafter defined) of Sellers ending on or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, whether except for Taxes for which Buyer is liable pursuant to Section 3.5 or not such Section 7.7; (c) subject to Article VIII, any liabilities or obligations in respect of any employees of Seller or its Affiliates, including any obligations of Seller for benefits, bonuses, wages, employment Taxes, or severance pay and any liability or obligation arises prior obligations arising under any Seller Plan; (d) any liabilities or subsequent obligations relating to the Closing Datedisposal, storage, transportation, discharge, Release, recycling, or the arrangement for such activities, by Seller, of Hazardous Materials at any Off-Site Location, provided that for purposes of this Section 2.4(d), “Off-Site Location” does not include any location to, at, or through which Hazardous Materials originally disposed of at, discharged from, emitted from or Released at the Purchased Assets have migrated, including, without limitationbut not limited to, surface waters that have received waste water discharges from the Purchased Assets (it being understood that the foregoing proviso shall not in any distributions payable, debt way diminish Seller’s liabilities and obligations under this Agreement with respect to manufactured gas plant sites); (e) liabilities or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers obligations relating to any properties (other than Purchased Assets) formerly owned or arising from Sellers' breach of, default under operated by the Seller or failure to comply with, at any time its Affiliates or predecessors prior to the Closing DateClosing; (f) any liabilities or obligations reflected on the Final Balance Sheet, whether other than Actual Assumed Balance Sheet Obligations and liabilities that are fully reflected as reductions to Net Transmission Plant Investment; (g) liabilities or not such liability obligations relating to any manufactured gas plant sites at, affecting or obligation arises prior or subsequent related to the Closing DatePurchased Assets; (h) except for the Assumed Environmental Liabilities, liabilities or obligations arising from any Assumed Liability or Sellers' failure in Claim (including any workers compensation Claim) related to the Purchased Assets of which Seller has received written notice from a timely manner to pay or perform any other liability or obligation which accrued at any time third party prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; Closing; (vi) any liability liabilities or obligation obligations of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) Seller arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiationthis Agreement, preparation any certificate or other document delivered in connection herewith, and execution any of this Agreement and the transactions contemplated hereby and thereby; (j) subject to Section 7.18, all pre-closing liabilities and obligations of Seller, of whatever nature, to the extent such liabilities are covered by a third party insurance policy maintained by Seller and then only to the extent actual proceeds are received by Seller from such third party insurer in respect of such liabilities or obligations; (k) all liabilities and obligations of Seller or in respect of the Purchased Assets existing on or after the Closing Date under any fees State Regulatory Orders issued prior to the Closing, other than the liabilities or obligations (i) under the State Regulatory Orders applicable to the Purchased Assets set forth on Schedule 2.3(e), (ii) imposed on Buyer or the Purchased Assets in connection with any Required Regulatory Approval, or (iii) that relate to customary transmission facility siting or siting certification matters within the jurisdiction of the Governmental Entity issuing such State Regulatory Order; (l) the liabilities or obligations set forth on Schedule 2.4(l); (m) liabilities and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except obligations under Purchased Agreements for the Assumed Liabilitiesprovision of any Ancillary Services or that would otherwise cause Buyer to be considered a customer of electricity transmission service or electricity market participant under FERC rules or regulations; (n) liabilities and obligations under Purchased Agreements to the extent not primarily related to the Purchased Assets or Transmission; and (o) liabilities and obligations under the Settlement Agreement dated October 31, any other claim, loss, liability, obligation, damage, cost or expense of Sellers2002 between Interstate Power Light and Electric and Southern Minnesota Municipal Power Agency.

Excluded Liabilities. Except for the Assumed Liabilitiesas provided in Section 2.2 above, in no event Buyer shall Purchaser assume, agree to pay, satisfy not assume or discharge or otherwise have any responsibility be obligated for any liabilities of Seller of any kind or obligations of Sellersnature ("Excluded Liabilities"). Without limiting the foregoing, and Assumed Liabilities shall not include any liabilities or obligations in respect all of the following: following shall be "Excluded Liabilities": (i) any liability of Seller for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related Taxes attributable to employee compensation for any period or portion of a any period ending on or prior to the Closing Date; Date and arising from the operation of Seller's business or ownership of the Acquired Assets; (ii) for Taxes (as hereinafter definedany Sales Tax to be paid by Seller pursuant to Section 2.4(c) of Sellers or any prior owner of the Business of any kind or for any period; hereof; (iii) any liability costs and expenses incurred by Seller incident to the negotiation and preparation of this Agreement (including the fees and expenses of any brokers, accountants or obligation attorneys) and the performance and compliance with the agreements and conditions herein; (iv) any of Sellers whatsoever which accrued at any time prior to Seller's accounts payable, or other indebtedness owed by Seller, existing as of the Closing Date, whether or not such liability payables or obligation arises indebtedness has been recorded on Seller's books; (v) any and all liabilities under the Contracts arising after the Closing Date which are attributable to the period ending on or prior or subsequent to the Closing Date; (vi) any and all liabilities not incurred in the ordinary course of business; (vii) any and all liabilities associated with Seller's employees, whether or not such employees are subsequently hired by Buyer, including, without limitation, financial liability in connection with any distributions payablebonus, debt deferred compensation, accrued vacation, pension, profit sharing or notes payable retirement plans, or any other employee benefit plans or arrangements; it being understood that Buyer will not seek any pro-rata contribution from Seller towards any annual bonus plan, if any, adopted by Seller for such employees; and (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (ivviii) any liability associated with claims arising on or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to any claims arising after the Closing Date, any Assumed Liability Date in connection with actions taken on or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to Seller's Intellectual Property or any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency alleged infringement of any other Person's Intellectual Property rights or rights of the Division's facilities privacy or operations that is pending on the Closing Date; (vi) publicity or any liability other personal or obligation of Sellers relating to the breach property rights of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersPerson.

Excluded Liabilities. Except for Notwithstanding any provision in this Agreement to the contrary, the Purchaser is assuming only the Assumed Liabilities and is not assuming, and shall not be deemed to have assumed, any Liabilities of any Seller of whatever nature (whether arising prior to, at the time of, or subsequent to Closing) and the Sellers shall be solely and exclusively liable for any and all such Liabilities, including those relating to, arising out of or in no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, and Assumed Liabilities shall not include any liabilities or obligations in respect of connection with the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner operation of the Business of any kind or for any period; the Purchased Assets (iiiincluding the use and ownership thereof) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, and those Liabilities set forth below (collectively, the “Excluded Liabilities”): (a) all Liabilities of the Sellers relating to or otherwise arising, whether before, on or not after the Closing, out of, or in connection with, any of the Excluded Assets; (b) any and all Liabilities of the Sellers in respect of Contracts that are Non-Assigned Contracts; (c) any Liabilities under any Assigned Contract that relate to a breach of or default under, or any non-compliance with Laws with respect to, any such liability Assigned Contract that occurred on or obligation arises prior or subsequent to the Closing Date; (d) any Liabilities for wages, bonuses, retention bonuses or payments, employee benefits, accrued vacation, or other accrued or vested paid time off, assessments, severance or other employment compensation for any employees, or employer Taxes, including without limitation, any arising from the vesting of any equity grants upon the closing of the transactions contemplated hereby other than Assumed PTO, or unpaid amounts to any consultants of the Sellers accrued or arising prior to the Closing; (e) all warranty and return obligations, including, without limitation, all Liabilities and obligations to repair or replace, or to refund the sales price (or any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance other related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability expenses) for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time Inventory sold prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; ; (vf) any liability or obligation of Sellers (whether or not such liability or obligation arises prior and all Liabilities for Taxes attributable to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business on or prior to the Closing DateDate and any and all Liabilities (whether direct or as a result of successor liability, includingtransferee liability, without limitation, any joint and several liability or obligation of Sellers relating contractual liability) for Taxes that are unrelated to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; Purchased Assets; (vig) any liability or obligation of costs and expenses incurred by the Sellers relating incident to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) negotiation and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any Liability of the Sellers to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated hereby; (h) any and expenses all Liabilities of counselthe Sellers in respect of the WARN Act or under any similar provision of any federal, accountantsstate, brokersprovincial, financial advisors regional, foreign or other experts of Sellerslocal Law that might arise or have arisen on or prior to the Closing Date; and and (ixi) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellersall Liabilities set forth on Schedule 1.4(i).

Excluded Liabilities. Except for Notwithstanding Section 2.3 or any other provision in any Transaction Document to the Assumed Liabilitiescontrary, in no event Buyer shall Purchaser assume, agree not assume and shall not be responsible to pay, satisfy perform, or discharge any Liabilities of any Seller Party or otherwise have relating to the Business or any responsibility for of any liabilities Seller's assets of any kind or obligations of Sellersnature whatsoever, and other than the Assumed Liabilities (the "Excluded Liabilities"). Sellers shall not include be jointly and severally liable for the full payment and discharge of all Excluded Liabilities as and when due. The Excluded Liabilities include: (a) except as set forth in Section 2.12 below, any liabilities or obligations in respect of the following: Liability for (i) Taxes of any Seller (or any shareholder or Affiliate of any Seller) or relating to the Business, the Assets, or the Assumed Liabilities for accrued salaryany Pre-Closing Tax Period; (ii) Taxes that arise out of the consummation of the transactions contemplated by this Agreement or that are the responsibility of any Seller pursuant to this Agreement or any other Transaction Document; or (iii) other Taxes of any Seller (or any shareholder or Affiliate of any Seller) of any kind or description, including any Liability for Taxes of any Seller (or any shareholder or Affiliate of any 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; (b) except as set forth in Section 2.3(a)(i) above and Section 7.24 below, any Liability in any way related to salaries, wages, sick pay, vacation pay, severance pay, paid time offsavings plans, officers' incentive sales bonusesgain-sharing plans, severance, termination benefits, deferred compensation, pension, profit sharing, retirement, health, dental, or other Benefit Plans, including any employee pension benefit plan or any other obligations for the benefit of any current or former personnel (including any employee, officer, director, retiree, independent contractor, or consultant) of any Seller Party, arising out of the employment or engagement of such personnel (with respect to employees hired by Buyer pursuant to Section 7.11 below, until the Effective Time, and with respect to all other employees, at any time) or the termination of the employment or engagement of any such personnel by a Seller Party upon or in connection with the Closing; (c) any Indebtedness; (d) except as set forth in Section 2.3(a)(i) above, any other bonuses and the like related Liability to employee compensation any Affiliate of any Seller Party (including for any period or portion of a period prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknownintercompany transactions), including workers' compensation claims any current or former shareholder and/or any Insider; (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (ive) any liability or obligation of Sellers relating Liability pursuant to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on Contract, except as may be expressly and specifically included within the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; Assumed Liabilities; (vif) any liability Liability arising under any arbitration or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers)litigation proceeding, whether or not such liability disclosed in this Agreement; (g) except as set forth in Section 2.3(a)(i) above, the current portion of any other Liability required by GAAP to be recorded as a long-term liability; (h) any Liability related to any Seller Party's operations or obligation arises prior to activities, whether before or subsequent after Closing, except to the Closing Date; extent included within the Assumed Liabilities; (viiii) any liability Liabilities of any Seller or obligation of Sellers the Representative arising out of or incurred in connection with the negotiation, preparation preparation, investigation, and execution performance of this Agreement the Transaction Documents and the transactions contemplated hereby and any by the Transaction Documents, including fees and expenses of counsel, accountants, brokersconsultants, financial advisors advisers, and others; (j) any Liabilities relating to or arising out of the Excluded Assets; (k) except to the extent set forth in Section 2.3(a)(iii), 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 Assets to the extent such Action relates to such operation prior to the Closing Date; (l) any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances, or conditions existing prior to the Closing Date; (m) any accounts payable of any Seller that are not included within the Closing Net Working Capital calculation; (n) 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 Assets issued by the Business' customers to any 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; (o) except to the extent set forth in Section 2.3(a)(i) above, any Liabilities to indemnify, reimburse, or advance amounts to any present or former officer, director, employee, or agent of any Seller Party (including with respect to any breach of fiduciary obligations); (p) any Liabilities under the Excluded Contracts or any other Contracts, including Intellectual Property Agreements, (i) that are not validly and effectively assigned to Buyer pursuant to this Agreement; (ii) that do not conform to the representations and warranties with respect to such Contracts contained in this Agreement; or (iii) to the extent such Liabilities arise out of or relate to a breach by any Seller Party of such Contracts prior to Closing; (q) any Liabilities arising out of, in respect of, or in connection with the failure by any Seller Party or any of its Affiliates to comply with any Law or Governmental Order; and (r) except to the extent set forth in Section 2.3(a)(v) above, any product Liability or similar claim for injury to a Person or property by reason of the improper performance or malfunctioning of a product; improper design or manufacture; improper warnings to any users of Product (whether in written instructional materials, located on the product, in marketing literature or otherwise); improper or deficient training of users of the products or other experts product defects of Sellers; and any products manufactured, assembled or sold (ixor leased or otherwise used by any Person with the consent of a Seller) except for by any Seller at any time prior to the Assumed LiabilitiesClosing Date (in each instance whether such liability arises under theories of negligence, any other claim, loss, strict liability, obligation, damage, cost or expense of Sellersbailment and/or otherwise).

Excluded Liabilities. Except for the Assumed Liabilities, in no event Buyer shall Purchaser not assume and shall not be liable or responsible for any Liability of Seller, irrespective of whether such Liability existed (or related to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, and Assumed Liabilities shall does not include any liabilities or obligations in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonusesassume, any Liability at any time arising from or attributable to: (a) Any assets, properties or Contracts that are not included in the Purchased Assets; (b) Any breaches of any Seller Contract on or prior to the Closing Date or any payments or amounts due or other bonuses and the like related to employee compensation for obligations under any period Seller Contract on or portion of a period prior to the Closing Date; ; (iic) for Taxes (as hereinafter defined) of Sellers attributable to or any prior owner of imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of any kind fiduciary duty occurring on or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date; (f) Any legal proceeding initiated at any time, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance extent related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party action or governmental claim pending on the Closing Date or thereafter initiated based omission on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability Liability for: (i) infringement or obligation misappropriation of Sellers Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any investigation by any governmental agency incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Division's facilities Transaction), any present or operations that is pending on former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; ; (vii) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any liability acts or obligation omissions of Sellers Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to the breach of any Law (includingHazardous Substances, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding management, disposal or arranging for disposal of Hazardous Substances in connection with Sellersthe Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, whether preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not such liability in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or obligation arises the Assumed Liabilities on or prior to or subsequent to the Closing Date; Date or any Liability for a violation of such a Legal Requirement; (viiin) Any Liability to any liability stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or obligation any of Sellers their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in connection with the negotiation, preparation shutting down and execution of this Agreement and the transactions contemplated hereby removing equipment not purchased by Buyer and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, associated with any other claim, loss, liability, obligation, damage, cost or expense of SellersSeller Contracts not assumed by Buyer hereunder.

Excluded Liabilities. Except for Other than the Assumed Liabilities, in no event Buyer shall Purchaser assume, agree to pay, satisfy not assume or discharge or otherwise have any responsibility become liable for any liabilities Liabilities of Seller (whether or obligations not arising out of Sellersthe ownership and operation of the Purchased Assets or the Business) or the Liabilities of any Affiliate of Seller arising from or related to the Purchased Assets or Business. All Liabilities of Seller and any Affiliate of Seller, and including those arising from or related to the Purchased Assets or Business, that are not expressly assumed by Buyer as Assumed Liabilities shall not be retained by Seller or any Affiliate of Seller, as applicable, and are referred to herein as “Excluded Liabilities.” Without limiting the generality of the preceding two sentences, the Excluded Liabilities include the following: (i) Any expenses Seller incurred related to the consummation of the transactions contemplated in this Agreement; (ii) any liabilities Liabilities relating to or obligations arising out of the Excluded Assets; (iii) any Liabilities (including all related fines, penalties, fees and associated interest or charges imposed by any Governmental Authority, including MSHA) arising out of or in respect of the following: failure by the Seller or any Affiliate of the Seller to comply on or prior to the Closing Date with any Environmental Permit, Mining Permit, applicable Law, including any Environmental Law, or Order by any Governmental Authority, including without limitation any such Liabilities arising as a result of any Person’s failure on or prior to the Closing Date to comply with the terms of any Environmental Permit, Mining Permit, bonds related thereto or any Laws, including Environmental Laws, as applicable to the Seller’s (ior its Affiliate’s) operation of the Business, but in all cases excluding ordinary course reclamation bond Liabilities and other reclamation Liabilities arising under the Mining Permits at the end of the life of the Shoal Creek Mine or any portion thereof; (iv) any Indebtedness; (v) any Liabilities for accrued salaryintercompany obligations between the Seller and any Affiliate of the Seller; (vi) any Liability under the DCS Contracts, severance payAssumed Contracts, paid time off, officers' incentive sales bonuses, any Leases or other bonuses and Contracts included in the like related Purchased Assets arising out of or relating to employee compensation for any period breaches or portion of a period defaults thereunder occurring on or prior to the Closing Date; ; (iivii) for Taxes any Liability related to any accounts payable as of the Closing Date; (as hereinafter definedviii) of Sellers any Liability with respect to any coal or other goods shipped or sold or any service provided by the Seller or any of its Affiliates prior owner to Closing, including any such Liability or obligation (A) pursuant to any express or implied representation, warranty, agreement, coal specification undertaking or guarantee made by any Seller, or any Affiliate of the Business Seller, or alleged to have been made by the Seller or any Affiliate of the Seller, (B) imposed or asserted to be imposed by operation of Law or (C) pursuant to any kind or for any period; doctrine of product liability; (iiiix) any liability Liability with respect to any Proceeding including those set forth in the Disclosure Schedules, to the extent arising out of or obligation relating to the operation of Sellers whatsoever which accrued at the Business, including the Seller’s ownership and use of the Purchased Assets, prior to the Closing; (x) any time Liability related to or arising with respect to (A) any current, former, or inactive employee or service provider of Seller or any Affiliate of Seller who does not become a Re-Hired Employee, and (B) except as set forth in Sections 5.07(h), (i) and (j), any current, former, or inactive employee or service provider of Seller who becomes a Re-Hired Employee, but with respect to this clause (B), only with respect to Liabilities that arise or arise from events that occurred on or prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable ; (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (ivxi) any liability or obligation of Sellers relating to or Liability arising from Sellers' breach offrom, default under or failure to comply withbased upon, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party Plan sponsored by or governmental claim pending contributed to by Seller or any ERISA Affiliate of Seller, or any Law related to such Plans; including but not limited to: (A) any Liability arising under COBRA, HIPAA and other similar Laws, including all Liabilities of a fiduciary for breach of fiduciary duty or any other failure to act or comply in connection with the administration of a Plan; (B) any Liability for or related to contributions owed to any Plan; (C) any Liability due as a result of a complete, partial or mass withdrawal from a Plan by Seller or any ERISA Affiliate, (D) any Liability for post-employment benefits with respect to any current, former or inactive employee of Seller that is eligible as of the Closing Date for such post-employment benefits from Seller on the Closing Date Date; and (E) any Liability for post-employment benefits with respect to any current, former or thereafter initiated inactive employee of Seller except as such benefits may be required pursuant to the Modified CBA or specifically set forth in Section 5.07; (xii) any Liability arising from, based on upon, or with respect to the Coal Act, including, but not limited to Seller’s and Seller’s Related Persons’ Liabilities under the Coal Act (A) arising under or with respect to the UMWA Combined Benefit Fund, UMWA 1992 Benefit Plan, or any Plan maintained under Section 9711 of the Coal Act; or (B) based upon Seller’s or its Related Persons’ status as a “signatory operator,” “last signatory operator,” “assigned operator,” “related person,” “successor,” “successor in interest,” or similar status under the Coal Act; (xiii) Any Liability arising under the Xxxxxxxx CBA (but not including, for the avoidance of doubt, any Liability under the Modified CBA to the extent arising out of or relating to the operation of the Business following the Closing); (xiv) any Liability of Seller or any of its respective Affiliates for any Taxes arising out of, attributable to or in respect of the Purchased Assets or Business for any Pre-Closing Tax Period; and (xv) any Liability for advance or minimum royalties, production royalties, overriding royalties, net profits interests, production payments, wheelage or haulage royalties or payments, and any other payments out of or measured by production (“Royalties”), or other similar obligations for any period on or prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating Date with respect to the breach Purchased Assets or Business, except that Buyer shall be solely liable for payment of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating those royalties related to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to Coal Inventory included in the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement Purchased Assets and the transactions contemplated hereby and any fees and expenses sale of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for coal by Buyer occurring following the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersClosing.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary in Section 2.3, in no event Buyers shall Purchaser assume, agree not assume or be obligated to pay, satisfy or discharge perform or otherwise have any responsibility for any discharge the following liabilities or obligations of Sellers, and Assumed Liabilities shall not include any Seller (the "Excluded Liabilities"): (a) Any liabilities or obligations of Seller arising out of, in respect of, or in connection with, any Excluded Assets or other assets of Seller which are not Purchased Assets; (b) Any liabilities or obligations of Seller arising out of, in respect of, or in connection with, Taxes attributable to the Purchased Assets for taxable periods, or portions thereof, ending before the Closing Date, except for Transfer Taxes and Taxes for which any Buyer is liable pursuant to Section 7.5; (c) Any liabilities or obligations of Seller accruing under any of the following: Seller's Agreements prior to the Closing Date; (id) Any payment obligations of Seller under the Owners Agreement, as amended by the Amendment to Owners Agreement, for goods delivered or services rendered or liabilities incurred prior to the Closing Date, except for such obligations for which Buyers or any other Person (other than Seller) are liable under the Owners Agreement, as amended by the Amendment to Owners Agreement; (e) Any and all asserted or unasserted liabilities or obligations to third parties (including employees of Seller) for accrued salarypersonal injury or tort, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and or similar causes of action relating to Seller's acts or omissions in connection with the like related ownership of the Purchased Assets arising during or attributable to employee compensation for any period or portion of a the period prior to the Closing Date; , other than liabilities or obligations assumed by Buyers under Sections 2.3(c) and (iie); (f) for Taxes Any fines or similar penalties imposed by and payable to any Governmental Authority under applicable Law (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time in effect prior to the Closing Date, whether notwithstanding any provision hereof to the contrary) with respect to the Purchased Assets resulting from (i) an investigation, proceeding, request for information or not such liability inspection before or obligation arises by a Governmental Authority directly relating to actions or omissions by Seller prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt Date or notes payable (including, without limitation, bank overdrafts), insurance related liabilities ii) violations of applicable Law (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time as in effect prior to the Closing Date, whether notwithstanding any provision hereof to the contrary), wilful misconduct or not such liability gross negligence directly relating to actions or obligation arises omissions by Seller prior or subsequent to the Closing Date; (g) Any liabilities or obligations of Seller arising under or relating to any claim in respect of Environmental Conditions or Hazardous Substances, in each case, relating to the Purchased Assets, but only to the extent relating to any Assumed Liability Off-Site Location and of which Seller has Knowledge prior to the Closing Date; and (h) Any liabilities or Sellers' failure obligations of Seller arising under or relating to Nuclear Laws, and any liabilities or obligations of Seller arising under or relating to Nuclear Materials or to any claim in a timely manner respect thereof, whether based on Nuclear Laws, Environmental Laws, common law or otherwise, in connection with the ownership, lease, maintenance or operation of the Purchased Assets, but only to pay or perform the extent relating to any other liability or obligation which accrued at written assessment by any time Governmental Authority prior to the Closing Date with respect to any Nuclear Incident (as defined in the Atomic Energy Act) occurring prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to which assessment exceeds the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out aggregate amount of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers policy limits under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellersall applicable Buyers' Insurance Policies.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed contrary herein or in any Schedule or Exhibit hereto, except as specified in Section 2.4 above, Buyer shall not assume any liabilities, obligations or commitments of Seller, whether arising before, on or after the Closing Date, and all such liabilities, obligations and commitments (the "Excluded Liabilities") shall remain the exclusive liabilities, in no event obligations and commitments of Seller. Seller shall Purchaser assume, agree to pay, satisfy or discharge perform or otherwise have any responsibility discharge, as the same shall become due in accordance with their respective terms, all of the Excluded Liabilities. Without limiting the generality of the foregoing, "Excluded Liabilities" include: (a) All Taxes and deferred Tax liabilities of Seller (except for any accrued sales and use Taxes in an amount not to exceed that amount set forth on the Closing Date Net Working Capital Schedule); (b) All liabilities or and obligations arising out of Sellers, the Excluded Contracts except to the extent specifically set forth in Sections 2.2 and Assumed Liabilities shall not include any 5.13 and the Subcontract; (c) All liabilities or and obligations in respect of benefits under the following: Employee Benefit Plans; (id) All liabilities and obligations in respect of compensation and benefits payable to Seller's employees for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to services rendered through the Closing Date, whether including any retention or not such liability change in control bonuses that may become payable to Transferred Employees as a result of the Closing (but excluding accrued vacation and commissions); (e) All liabilities arising in connection with any Action, pending or obligation arises threatened, private or public, arising out of conduct of the Business prior or subsequent to and including the Closing Date, including, without limitation, any distributions payable, debt or notes payable ; (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including f) Any liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or any failure to comply withwith any applicable bulk sale or transfer Law in connection with the transactions contemplated by this Agreement; (g) Any obligation or liability for severance or other compensation arising as a result of or in connection with the consummation of the transactions contemplated by this Agreement (either alone or in conjunction with another event, at any time prior to the Closing Date, whether such as a termination of employment); (h) Any obligation or not such liability incurred by Seller or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner its Affiliates to pay any fee or perform commission to any broker, finder, investment banker or other intermediary in connection with the transactions contemplated by this Agreement; (i) Any obligation or liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect related to Seller's ownership or leasehold interest in any third party real property used in the Business except to the extent specifically set forth in the Sublease; (j) Those trade accounts payable and other accrued liabilities identified on Schedule 2.5(j) (the "Excluded Trade Payables"), the face amount of which shall equal the aggregate face amount of Excluded Medicare Receivables (and if such Excluded Trade Payables are not sufficient, the Purchase Price shall be adjusted downward by the amount of such deficiency, as provided for in Section 2.6(c)); (k) All liabilities arising, by operation of law or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of otherwise, from the operation of the Business by Seller for the periods prior to and including the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; including liabilities for defective Products (viin each case other than Assumed Liabilities); (l) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) All liabilities and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers obligations arising out of violations or incurred alleged violations, whether civil, criminal or administrative, relating to Seller's participation in connection with the negotiationFederal health care programs or rights to reimbursements under Federal health care program regulations ("Administrative Violations") or Seller's obligations under any Corporate Integrity Agreement; and (m) All liabilities constituting indebtedness of Seller for borrowed money, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellersincluding capital lease obligations.

Excluded Liabilities. Except for the Assumed Liabilities, BUYER shall not assume or in no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility way become liable for any of SELLER'S debts, liabilities or obligations of Sellersany nature whatsoever, other than the Assumed Liabilities (such non-assumed liabilities being hereinafter referred to as the "Excluded Liabilities"), including, without limitation: (a) Any of SELLER'S liabilities or obligations under this Agreement; (b) Any of SELLER'S liabilities or obligations 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 Assumed Liabilities shall not include any brokerage fees); (c) Any of SELLER'S liabilities or obligations in respect of income or other taxes or any fines, penalties or costs arising therefrom (except as otherwise expressly provided in Section 7.4); (d) Any of SELLER'S accounts payable, accrued expenses or other current liabilities (except to the following: extent expressly provided in Section 1.6 ); (e) Any of SELLER'S liabilities or obligations for indebtedness for borrowed money or indebtedness secured by liens on its assets or guarantees of any of the foregoing; (f) Any wages, salaries, severance payments, or other compensation with respect to employees, agents or contractors of SELLER; (g) Any unused vacation benefits with respect to employees, agents or contractors of SELLER; (h) Any retirement benefits or post-retirement healthcare liabilities with respect to employees, agents or contractors of SELLER; (i) for accrued salaryAny liabilities, severance payobligations or expenses arising from or relating to any benefit plan with respect to employees, paid time off, officers' incentive sales bonuses, agents or contractors of SELLER; (j) Any liabilities or obligations with respect to any other bonuses and the like related to employee compensation for any period or portion of a period Products manufactured by SELLER prior to the Closing except to the extent caused by acts or omissions by BUYER (other than the act solely of selling or delivering the Products) and except for such liabilities or obligations relating to complaints by retail customers concerning the Products not involving personal injuries and arising in the ordinary course of business that are resolved by BUYER in the ordinary course of business; (k) Except as expressly assumed by BUYER pursuant to Section 1.6(a), Section 1.6(d) or Section 1.6(e) hereof, any obligations and liabilities for refunds, advertising, coupons, freestanding inserts, adjustments, allowances, repairs, exchanges and returns relating exclusively to any Product to the extent such obligations and liabilities relate to offers issued or commitments made on or before the Closing Date; ; (iil) for Taxes (as hereinafter defined) Any liabilities or obligations relating to any legal action, suit, arbitration, charge, investigation, proceeding or claim arising out of Sellers or any prior owner in connection with SELLER'S conduct of the Business or any other act or omission of SELLER or SELLER'S officers, directors, employees, consultants, agents or advisors; (m) Any liabilities or obligations arising out of or in connection with any kind act, omission or for any period; (iii) any liability or obligation circumstance comprising a breach of Sellers whatsoever which accrued at any time the Contracts occurring prior to the Closing Date, whether or not regardless of when any such liability or obligation arises prior is asserted; (n) Any liabilities or subsequent to the Closing Dateobligations (i) arising by reason of any violation or alleged violation of any federal, state, local or foreign law, rule, ordinance or regulation or any other requirement of any governmental authority, including, without limitation, any distributions payablefailure to obtain any relevant governmental permit, debt license, consent or notes payable other authorization, (includingii) except as specifically provided in Section 1.6, without limitationarising by reason of any breach or alleged breach by SELLER of any agreement, bank overdrafts)contract, insurance related liabilities lease, license, commitment, instrument, judgment, order or decree, or (whether known iii) relating to the environment or unknown)any hazardous, toxic or chemical substances, including workers' compensation claims but not limited to those defined as "toxic" or "hazardous" under any environmental law, with respect to events, acts, omissions or circumstances existing or occurring prior to Closing; (asserted o) Any liabilities or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers obligations relating to the Business or arising from Sellers' breach ofto acts, default under circumstances or failure to comply with, at any time omissions existing or occurring prior to the Closing DateClosing, whether or not such liability or obligation arises prior or subsequent except to the Closing Dateextent specifically described in and expressly assumed by BUYER in Section 1.6(c), any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date(d), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter definede) and labor laws(f); and (viip) any liability Any other liabilities or obligation of Sellers under or relating obligations not expressly assumed by BUYER pursuant to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution Section 1.6 above. For purposes of this Agreement Section 1.7, "SELLER" shall be deemed to include all Affiliates of SELLER. SELLER hereby acknowledges and agrees that it is retaining the transactions contemplated hereby Excluded Liabilities and any fees SELLER shall pay, discharge and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; perform all such liabilities and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellersobligations.

Excluded Liabilities. Except for the Assumed Liabilities, in no event It is expressly agreed that BFC and BFC Investments will retain and Buyer shall Purchaser not assume, agree or in any way be liable or responsible for, any of the following liabilities of BFC or the Business (the "Excluded Liabilities"): -------------------- (a) all obligations and liabilities principally arising out of or relating to paythe Excluded Assets; (b) all debts, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, BFC and Assumed Liabilities shall BFC Investments that do not include any liabilities arise out of or obligations in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like are not principally related to employee compensation the Business; (c) all obligations and liabilities of BFC retained pursuant to Section 5.7 hereof; (d) all trade payables, trade promotion or pricing allowances (other than liabilities relating to returns and coupons and sales incentives payable to brokers and Sun Hing, but including slotting allowances) and all liabilities for any period or portion of a period broker commissions earned based on sales prior to the Closing Date; (ii) for Taxes (, in each case which would be reflected as hereinafter defined) a liability on a balance sheet of Sellers or any prior owner BFC prepared in accordance with generally accepted accounting principles as of the Business Closing Date, provided, however, that with respect to any particular trade promotion or -------- ------- pricing allowance, such liability shall be an Excluded Liability only if BFC shall have shipped inventory to the applicable customer in connection with such trade promotion or pricing allowance prior to the Closing Date; (e) all liabilities relating to coupons "dropped" by BFC prior to the earlier of the Closing Date and January 1, 1998, but only to the extent such coupons are received by Buyer for redemption prior to June 30, 1998; (f) any kind liability for credits or for refunds due to customers resulting from any period; bona fide return of inventory prior to the 60th day following the Closing Date (iiior, in the case of returns of mincemeat or egg nog, June 30, 1998), provided, however, that the amount of the liability which is an Excluded -------- ------- Liability shall be limited to the amount in excess of inventory standard cost with respect to any such saleable inventory (x) with an expiration date that is more than 90 days following the date such inventory is returned (or, in the case of returns of mincemeat or egg nog, with an expiration date that is after December 31, 1998) and (y) which, when combined with Buyer's then existing inventory, does not constitute an amount of inventory in excess of the amount reasonably expected to be sold during the 12 month period following such return date; (g) all obligations and liabilities relating to sales incentives payable to brokers to the extent based on sales prior to January 1, 1998 and all obligation and liabilities relating to sales volume incentives under BFC's arrangements with Sun Hing to the extent based on sales prior to January 1, 1998; (h) any liability or obligation of Sellers whatsoever which accrued at BFC owing to any time stockholder, subsidiary or affiliate thereof (other than any portfolio company of an investment fund organized by Kohlberg Kravis Xxxxxxx & Co., except Xxxxxx), other than liabilities or obligations for the purchase of inventory or raw materials; (i) any liabilities related to (i) income Taxes of any of BFC or BFC Investments (ii) except to the extent provided under Sections 2.3 or 11.3, Taxes attributable to the transfer of the Assets pursuant to this Agreement, (iii) all other Taxes relating to the Business and attributable to periods ending prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior all other Taxes not attributable to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; Business and (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency Taxes of any of the Division's facilities other Person pursuant to an agreement or operations that is pending on the Closing Dateotherwise; and (vij) any liability or obligation of Sellers relating other obligations and liabilities for which BFC and BFC Investments have expressly assumed responsibility pursuant to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersAgreement.

Excluded Liabilities. Except for the Assumed Liabilities, in no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, and Assumed Liabilities Buyers shall not include any liabilities or obligations assume and shall have no responsibility in respect of the following: Business other than the Assumed Liabilities (collectively, the "Excluded Liabilities"), including the Excluded Liabilities set forth below, and to the extent any Excluded Liabilities are liabilities of CIS immediately preceding the Closing, they shall be transferred or assigned by CIS to Crompton and assumed by Crompton as of the Closing: (i) any third party and intracompany and intercompany accounts payable of the Business and current liabilities of the Business for payroll withholding Taxes, self-insurance and accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses advertising and the like related to employee compensation for any period or portion of a period similar expenses that are accrued prior to the Closing Date; ; (ii) for Taxes (except as hereinafter definedprovided in Section 2.1(c) of Sellers or any prior owner of the Business of any kind or for any period; (iii) above, any liability or obligation to third parties or claims from third parties, based on circumstances existing before Closing or the conduct of Sellers whatsoever which accrued at any time the Business on or before Closing, including the matters set forth on Schedule 5.7 and the rebates due to Monsanto Company under current or prior material supply agreements for periods prior to the Closing Date, whether pro rated in accordance with Section 3.4(e); (iii) all claims for damages, direct or not such liability or obligation arises consequential, related to warranty claims for defective products of the Business shipped prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); ; (iv) all obligations which are allocated to Sellers pursuant to Article 7; (v) all product liability claims (including claims for injury, death or property damage) for products of the Business shipped prior to the Closing Date; (vi) any liability or obligation obligations of Sellers relating or their Affiliates under any agreement limiting such entity's ability to compete in the Business, to the greatest extent possible under any such agreement; (vii) all Taxes related to CIS, the Business and the Business Assets which accrue (or arising from Sellers' breach ofhave accrued) or relate to the operation of CIS, default under the Business or failure to comply with, at any time the Business Assets prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation than Taxes for which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers Buyers are responsible under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; Section 15.4; (viii) any liability or obligation and all liabilities, costs and obligations related to noncompliance as of Sellers arising out of or the Closing Date with Applicable Law related to Product Stewardship Materials; (ix) any and all liabilities, costs and expenses incurred prior to Closing in connection with the negotiationRetained Inventory and Sellers' obligation to remove Retained Inventory pursuant to Section 11.5; and (x) any and all liabilities, preparation and execution of this Agreement and the transactions contemplated hereby and any fees costs and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost kind not expressly assumed by Buyers pursuant to Section 2.1(c) or expense of Sellerselsewhere in this Agreement.

Excluded Liabilities. Except for Notwithstanding anything contained in this Agreement to the Assumed Liabilitiescontrary (and without implication that Purchaser is assuming any Liability of Seller, in no event any Selling Subsidiary or the Business or any Liability related to any of the Acquired Assets not expressly excluded), neither Purchaser nor any of its Subsidiaries is assuming, and neither shall Purchaser assume, agree be required to pay, satisfy perform or discharge, any Liabilities that are not specifically included in the Assumed Liabilities (the “Excluded Liabilities”). Seller shall (or shall cause a Selling Subsidiary to) pay, perform or discharge when due or otherwise have any responsibility 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 for any liabilities Taxes relating to the Business or obligations of Sellers, and the Acquired Assets or Assumed Liabilities shall not include to the extent the such Taxes arise from or relate to any liabilities or obligations in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior to the Closing Date; (b) all Liabilities related to the ownership, lease, license, operation, conduct or disposition by Seller, the Selling Subsidiaries or any of their Affiliates of the Business or Module Products prior to the Closing; (c) all Seller Employment Related Liabilities and Seller UK employment Related Liabilities, each as defined in Article 6; (d) all Liabilities that constitute Environmental Liabilities in connection with: (i) any actual or alleged Release or threatened Release of any Hazardous Substance prior to the Closing; (ii) for Taxes (as hereinafter defined) any actual or alleged violation of Sellers any Environmental Law prior to the Closing, by Seller or any prior owner of the Selling Subsidiaries or in connection with the Business of by any kind or for any periodother Person; and (iii) any liability or obligation of Sellers whatsoever which accrued at Environmental Claim made by any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating Person that relates to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated is based on or arising out of upon the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency act or omission of Seller or any of the Division's facilities Selling Subsidiaries prior to the Closing, including Environmental Claims based on indemnities or operations that is pending other contractual undertakings; (e) all Liabilities of Seller and the Selling Subsidiaries to any of their Affiliates; (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 or sold by the Business (including any Sold Module Products), or any service provided by the Business, before the Closing Date; , including all product liability, product warranty obligations and liabilities and all obligations and liabilities in respect of product recalls or product warnings (viincluding voluntary recalls and warnings reasonably intended to avoid or mitigate liability); (g) all Liabilities related to, associated with or arising out of any liability action, claim, suit or obligation of Sellers relating proceeding with respect to the breach operation of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability the Business or obligation of Sellers under or relating the Acquired Assets Back to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers)Contents prior to the Closing, whether such action, claim, suit or not such liability proceeding is brought prior to, on or obligation arises prior to or subsequent after the Closing; (h) all Liabilities pertaining to the Closing Date; (viii) any liability or obligation of Sellers Business and arising out of or resulting from noncompliance on or prior to the Closing Date with any Laws, statutes, ordinances, rules, regulations, orders, determinations, judgments or directives, whether legislatively, judicially or administratively promulgated (including any Environmental Laws); (i) all Liabilities associated with that certain Settlement Agreement with […] as set forth in Section 3.8 of the Disclosure Schedule, all of which shall remain the sole and exclusive obligation of Seller or its Subsidiaries; or (j) all legal, accounting, brokerage, investment banking and finder’s fees or other fees and expenses incurred by or on behalf of Seller or any Selling Subsidiary in connection with the negotiation, preparation and execution of this Agreement and and/or the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellershereby.

Excluded Liabilities. Except for Notwithstanding any provision to the Assumed Liabilitiescontrary in this Agreement, nothing in no event this Agreement shall Purchaser assume, agree constitute or be construed as to require Buyer to pay, satisfy or discharge perform or otherwise have discharge when due any responsibility for Liabilities of Seller or any liabilities of its Affiliates with respect to the Business or obligations the Purchased Assets not expressly referenced in Section 2.3, including the following Liabilities which are hereby specifically excluded from the definition of Sellers, and Assumed Liabilities shall not include any liabilities or obligations (the "Excluded Liabilities"): (a) Any Liabilities of Seller in respect of any Excluded Assets, including Environmental Conditions existing on, or Releases occurring prior to, the following: (i) for accrued salaryClosing Date on the locations occupied by, severance payor resulting from the construction, paid time off, officers' incentive sales bonusesownership or operation of, any of the assets summarized on Schedule 2.2(a), including the Tasley generating facility and any other bonuses generating facility of Seller or its Affiliates, whether commissioned or decommissioned; (b) Remediation, loss of life, injury to persons or property and damage to natural resources arising from the like related storage, transportation, treatment, disposal, discharge, recycling or Release, at any Off-Site Location; (c) Any Liabilities of Seller in respect of Taxes attributable to employee compensation the Purchased Assets or the Business for any period taxable periods ending before the Closing Date, except for Taxes for which Buyer is liable pursuant to Section 3.6 or portion 6.7; (d) Any Liabilities of a period Seller accruing prior to the Closing Date; Date under any of the Seller's Agreements; (iie) for Taxes (as hereinafter defined) Any fines or penalties imposed by any Governmental Authority resulting from any violation of Sellers Law or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time Seller's Permit by Seller that occurred prior to the Closing Date, it being understood that costs associated with modifications to the Purchased Assets or the manner of operating the Purchased Assets or the Business to correct such violations shall not be deemed to be fines or penalties for purposes hereof; (f) Any Liabilities relating to any Benefit Plan maintained by Seller or any trade or business (whether or not such liability incorporated) which is or obligation arises prior ever has been under common control, or subsequent which is or ever has been treated as a single employer, with Seller under Section 414(b), (c), (m) or (o) of the Code ("ERISA Affiliate") or to which Seller and any ERISA Affiliate contributed thereunder (the "ERISA Affiliate Plans"), maintained by, contributed to, or obligated to contribute to, by Seller or any ERISA Affiliate, including any Liability (i) to the Closing DatePension Benefit Guaranty Corporation under Title IV of ERISA, including, without limitation, or (ii) with respect to any distributions payable, debt noncompliance by Seller with ERISA; (g) Any Liabilities relating to the employment or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown)termination of employment, including workers' compensation claims (asserted discrimination, wrongful discharge or unassertedunfair labor practices by Seller of any individual, whether attributable to any action or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time omission by Seller prior to the Closing Date; (h) Any obligation to provide continuation coverage under COBRA (and notice of the right to elect such coverage) to Transferred Employees, whether employees associated with the Purchased Assets or the Business who do not such liability become Transferred Employees (and their dependents or obligation arises prior or subsequent to the Closing Dateformer dependents), any Assumed Liability or Sellers' failure in and former dependents of Transferred Employees who became eligible for continuation coverage under COBRA on account of a timely manner to pay or perform any other liability or obligation which accrued at any time "qualifying event" (as defined under COBRA) occurring prior to the Closing Date, whether or ; (i) Any Liabilities under the lease agreements for the vehicles not such liability or obligation arises identified on Schedule 2.1(d); (j) Any payment Liabilities secured by Permitted Encumbrances and arising prior to or subsequent Closing relating to the Closing Date; (vi) any liability or obligation of Sellers mechanics', carriers', workers', repairers' and other similar liens, (whether or not such liability or obligation arises prior to or subsequent to the Closing Dateii) arising solely out of obligations for borrowed money or with respect to deposits or advances of any third party or governmental claim pending kind, including any Liabilities relating to the lien on the Closing Date Real Property in favor of The Bank of New York, individually or thereafter initiated based as trustee, (iii) obligations upon which interest charges are customarily paid, (iv) all obligations under conditional sale or other title retention agreements, (v) obligations in respect of the deferred purchase price of property or services, (vi) guarantees of indebtedness of others, (vii) capital lease obligations, or (viii) obligations (contingent or otherwise) as an account party in respect of letters of credit or letters of guaranty; and (k) To the extent not expressly identified as one of the Assumed Liabilities pursuant to Section 2.3(a) to (f), any Liabilities arising prior to Closing, which become Known Liabilities on or arising out of before the operation of the Business prior to date six months after the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellers.

Excluded Liabilities. Except for Seller acknowledges that the sole liabilities and obligations being assumed by Buyer are the Assumed Obligations and Seller shall retain all other liabilities and obligations, including (collectively, the “Excluded Liabilities, ”): (a) any trade accounts payable or other accrued and unpaid current expenses to the extent not included in no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for the calculation of the Adjustment Amount in accordance with Appendix A; (b) any liabilities or obligations of SellersSeller to the extent related to any Excluded Assets; (c) any liabilities or obligations of Seller in respect of Indebtedness; (d) without duplication of any right to recovery herein, and Assumed Liabilities shall not include in no event including any Transaction Taxes, (i) any liabilities or obligations in respect of Taxes of Seller, (ii) 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, (iii) any Taxes imposed with respect to the following: ownership of the Purchased Assets or the ownership or operation of the Business for a Pre-Closing Tax Period and (iiv) for accrued salaryany Taxes imposed on or with respect to the ownership or operation of the Excluded Assets or that are attributable to any asset or business of Seller that is not part of the Purchased Assets; (e) any obligations of Seller or any of its Affiliates with respect to wages, severance vacation pay, other paid time off, officers' incentive sales employment Taxes, bonuses, any other bonuses and incentive compensation, commissions, expense reimbursement, or retention or severance pay to Persons to the like related extent attributable to employee compensation for any period or portion of a the period prior to the Closing Date; (ii) for Taxes (Effective Time or which may become payable as hereinafter defined) of Sellers or any prior owner a result of the Business of any kind or for any period; Closing; (iiif) any liability liabilities or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or obligations with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior Shared Contracts that are not Shared Contract Obligations subject to the Closing Date, including, without limitationSection 7.18; (g) except as otherwise expressly provided in Section 7.11, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers liabilities under or relating to any Employee Benefit Plan (includingat any time maintained, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior contributed to or subsequent required to the Closing Date; be contributed to by 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 Affiliate’s withdrawal or partial withdrawal from or termination of any Benefit Plan; (viiih) any liability criminal liabilities or obligation actual fraud of Sellers Seller or any of its Affiliates; (i) any liabilities or obligations of Seller arising out of under or incurred in connection with the negotiationthis Agreement, preparation any certificate or other document delivered in connection herewith, and execution any of this Agreement and the transactions contemplated hereby and thereby; and (j) any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellersitem designated as an Excluded Liability by Buyer in accordance with Section 7.23.

Excluded Liabilities. Except for the Assumed Liabilities, Notwithstanding any provision in no event shall Purchaser assume, agree to pay, satisfy this Agreement or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, and Assumed Liabilities shall not include any liabilities or obligations in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior writing to the Closing Date; contrary, neither Buyer nor any of its Subsidiaries is assuming any liability or obligation of Seller or any of its Subsidiaries (ii) for Taxes (as hereinafter defined) or any predecessor of Sellers Seller or any prior owner of all or part of its businesses and assets) of whatever nature, whether presently in existence or arising hereafter, other than the Business Assumed Liabilities. All such liabilities and obligations shall be retained by and remain liabilities and obligations and liabilities of Seller (all such liabilities and obligations being herein referred to as the “Excluded Liabilities”). Notwithstanding any kind provision in this Agreement or any other writing to the contrary, Excluded Liabilities include: (a) any accounts payable and accrued liabilities of Seller; (b) any liabilities arising out of the Real Property at any time, including liabilities for any period; refunds, adjustments, allowances, repairs, exchanges, returns and warranty, product liability, merchantability and other claims relating to such products; (iiic) any liability or obligation of Sellers whatsoever Seller, any Subsidiary of Seller, or any member of any consolidated, affiliated, combined or unitary group of which accrued at Seller or any time Subsidiary of Seller is or has been a member, for Taxes (including for the avoidance of doubt, Taxes of Seller, any Subsidiary of Seller, or any member of any consolidated, affiliated, combined or unitary group of which Seller or any Subsidiary of Seller is or has been a member, that are imposed on Buyer as a result of successor or transferee liability); (d) Apportioned Tax Obligations and Transfer Taxes expressly allocated to Seller under Section 9.01 and any other Taxes imposed on the Business or the Purchased Assets or payable by Stonegate or UC Ventures that relate to the Pre-Closing Tax Period; (e) except to the extent provided in Section 10.02, any liability or obligation relating to employee benefits or compensation arrangements existing on or prior to the Closing Date, whether or not such including any liability or obligation arises prior under any of Seller’s employee benefit agreements, plans or subsequent to other arrangements listed on Section 10.01 of the Closing DateSeller Disclosure Schedule; (f) any Indebtedness of Seller or any of its Subsidiaries; (g) any Environmental Liability; (h) any liabilities in respect of any action, includingpending or threatened, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unassertedand claims, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply withpresently asserted, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect primarily relating to any third party the ownership, operation or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation conduct of the Business prior to the Closing Date, including, without limitation, Closing; (i) any liability or obligation of Sellers relating to Acquisition Expenses; (j) any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing DateChange in Control Payments; and (vik) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellersan Excluded Asset.

Excluded Liabilities. Except for the Assumed Liabilities, in no event shall Purchaser Buyer does not hereby assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, and Assumed Liabilities shall not include any liabilities or obligations in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to hereafter (including on or after the Closing DateDate (as defined below)) become liable for, whether any of the Liabilities of Seller or not such liability or obligation arises prior or subsequent to any of its Affiliates other than the Closing DateAssumed Liabilities (collectively, includingthe “Excluded Liabilities”). The Excluded Liabilities shall include, without limitation, any distributions payable, debt or notes payable the following Liabilities: (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iva) any liability or obligation of Sellers relating to Liability whether presently in existence or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on after the Closing Date or thereafter initiated based on relating to an Excluded Asset; (b) subject to Section 5.04, any Liability whether presently in existence or arising out of the operation of the Business prior to after the Closing Date, including, without limitation, any liability or obligation of Sellers Date relating to any investigation by any governmental agency of any of the Division's facilities fees, commissions or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating expenses owed to any Employee Benefit Plan (includingbroker, without limitationfinder, any employment agreements outstanding with Sellers)investment banker, whether attorney, accountant or not such liability other intermediary or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred advisor employed by Seller in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and hereby; (c) any fees and expenses Liability the existence of counsel, accountants, brokers, financial advisors which constitutes a breach of any representation or other experts warranty of Sellers; and Seller hereunder; (ixd) any Liability for accounts payable of the Seller in existence as of the Closing Date; (e) except for the Assumed Liabilities, any contingent Liabilities of Seller related toa ny transactions by Seller prior to the Closing Date; (f) except as otherwise provided herein, any Liability for Taxes of Seller (including, without limitation, any transfer and/or sales taxes and any other claim, loss, liability, obligation, damage, cost Taxes relating to Seller’s operations prior to the Closing Date that may be imposed upon Buyer after the Closing Date); (g) any Liability arising under any of Seller’s Benefit Plans or expense any benefit plans of Sellersemployees leased to Seller; and (h) any Liability of Seller arising under this Agreement.

Excluded Liabilities. Except for the Assumed Liabilities, in no event shall Purchaser assume, agree Buyer does not assume and will not be obligated to pay, satisfy or discharge perform, or otherwise have discharge any responsibility for of the following liabilities or obligations (collectively, the “Excluded Liabilities”): (a) any liabilities or obligations of SellersSeller to the extent related to any Excluded Assets; (b) any liabilities or obligations of Seller for any breach or default by Seller prior to the Effective Time, or any event prior to the Effective Time, which after the giving of notice or passage of time or both (it being understood that the giving of notice or passage of time may occur prior to or after the Effective Time) would constitute a default or breach by Seller, of or under the Business Agreements, the Permits, or the Environmental Permits, except to the extent that such liability or obligation is taken into account in determining the Adjustment Amount; (c) all trade accounts payable and Assumed Liabilities shall not include other accrued and unpaid expenses in respect of goods and services incurred by or for the Business in the ordinary course of business or otherwise, to the extent attributable to the period prior to the Effective Time (the “Accounts Payable”); (d) any liabilities or obligations of Seller in respect of indebtedness for borrowed money; (e) any liabilities or obligations in respect of Taxes of 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 liable pursuant to Section 3.4 or Section 7.7; (f) any obligations of Seller for wages, employment Taxes, or severance pay to the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and extent attributable to the like related to employee compensation for any period or portion of a period prior to the Closing Date; Effective Time (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Dateexcept, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on vacation days and severance pay, as otherwise provided in Section 7.9); (g) except for the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior Assumed Environmental Liabilities, Losses from an Actionable Incident related to the Closing Date, including, without limitationPurchased Assets or Business; (h) except as otherwise provided in Section 7.9, any liability or obligation of Sellers relating Seller under any deferred compensation arrangement or severance policy or any obligation to make any investigation by any governmental agency of any of the Division's facilities parachute or operations that is pending on the Closing Date; retention payment; (vii) any liability liabilities or obligation obligations of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers Seller arising under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement or the Ancillary Agreements delivered in connection herewith, and any of the transactions contemplated hereby and thereby; (j) any fees Claims or Losses arising out of, in connection with or related to (i) the lawsuit filed on September 4, 2004 and expenses pending, with consolidated lawsuits, in the U.S. District Court for the Western District of counselMissouri as described on Schedule 5.12(d), accountantsItem 2 (including indemnification obligations owed or claimed to be owed to members of Seller’s Board and/or employees); (ii) any liabilities of the Business owed or claimed to be owed to Seller as of the Effective Time (including intercompany or interdivisional accounts payable); (iii) any actions or inactions by Seller or any employee of Seller prior to Closing which constitute illegal or criminal activity in connection with Seller’s (A) receipt of any rebates, brokerspayments, financial advisors commissions, promotional allowances or any other economic benefit, regardless of its nature or type, from any customer, supplier, trading company, shipping company, governmental employee or other experts Person with whom Seller has done business directly or indirectly, or (B) giving or agreeing to give any gift or similar benefit to any customer, supplier, trading company, shipping company, governmental employee or other person or entity who is or may be in a position to help or hinder the business of SellersSeller (or assist Seller in connection with any actual or proposed transaction); or (iv) customer deposits, customer advances for construction and other similar items to the extent not reflected in the FERC Accounts; and (ixk) except for any criminal fines, penalties, or sanctions imposed as a result of actions or omissions by Seller or any employee of Seller prior to the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersClosing.

Excluded Liabilities. Except Notwithstanding any other provision of this Agreement, except for the Assumed LiabilitiesLiabilities expressly specified in Section 2.3, in no event Buyer shall Purchaser not assume, agree to pay, satisfy or discharge or otherwise have be responsible for, any responsibility for obligations, liabilities, liens or encumbrances of Seller, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the date hereof and notwithstanding the fact that any liabilities such liability is identified herein or on the schedules hereto (collectively, "Excluded Liabilities") including, without limitation: (a) all bank debt, senior debt or other debt obligations of Sellers, and Assumed Liabilities shall not include the Seller; (b) any liabilities or obligations in respect of the following: Seller's or the Seller's Shareholders' obligations hereunder; (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iiic) any liability or obligation of Sellers whatsoever which accrued at the Seller or any time other person or entity, known or unknown, (i) not reflected on the Current Balance Sheet (as defined in Section 4.7) or (ii) not incurred in the ordinary course of business consistent with past practice after the date of the Current Balance Sheet and prior to the Closing Date; (d) Encumbrances (other than permitted liens and encumbrances identified on Schedule 2.4(d)) to which the Assets are subject, whether which are (i) not reflected on the Current Balance Sheet (as defined in Section 4.7) or (ii) not such liability or obligation arises incurred in the ordinary course of business consistent with past practice after the date of the Current Balance Sheet and prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable ; (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (ive) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to Taxes (other than Taxes accrued on the Closing DateBalance Sheet), whether including any interest or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; penalties related thereto; (vf) any liability or obligation that constitutes a breach of Sellers the Seller's representations and warranties hereunder; (g) any liability of the Seller, the Institution or the Seller's Shareholders arising out of or related to litigation involving the Seller, the Institution or the Seller's Shareholders not specifically accrued on the Current Balance Sheet; (h) any liability or obligation, whether in tort, contract or for violation of any law, statute, rule or regulation by the Seller or any officer, director, employee or agent of the Seller, that arises out of or results from any act, omission, occurrence or state of facts on or prior to the Closing Date not such specifically accrued on the Current Balance Sheet and any liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation specific litigation matters set forth on Schedule 4.15.; (i) any legal, accounting, brokerage, finder's fee or other expenses incurred by the Seller in connection with this Agreement or the consummation of the Business transactions contemplated hereunder; (j) any obligation relating to overpayments, billing errors or similar adjustments with respect to payments received by the Seller prior to the Closing Date, including, without limitationDate not specifically accrued on the Current Balance Sheet; and (k) any liabilities asserted or assessed by ED, any liability guaranty agency, any state or obligation of Sellers relating any other governmental, non-governmental or quasi-governmental entity, including liabilities asserted or assessed with respect to the Title IV Programs or to any investigation by any governmental agency other forms of any student financial assistance, grants or loans, to the extent such liabilities are related to the operations of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises Institution prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with not specifically accrued on the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersCurrent Balance Sheet.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary set forth herein, in under no event circumstance shall Purchaser assume, agree Buyer assume or be obligated to pay, satisfy and none of the Assets shall be or discharge become liable for or otherwise have subject to, any responsibility for any of the Excluded Liabilities, including the following, which shall be and remain liabilities of Seller: (a) liabilities or obligations of Sellers, and Assumed Liabilities shall not include any Seller for Taxes in respect of periods ending prior to the Closing Date or resulting from the consummation of the transactions contemplated herein; (b) liabilities or obligations in respect associated with any Excluded Assets; (c) liabilities or obligations associated with any and all indebtedness of the following: Seller for borrowed money; (id) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, liabilities or obligations under any other bonuses and the like related to employee compensation for any period or portion of a period Assumed Contract arising prior to the Closing Date; ; (iie) liabilities or obligations under any Assumed Contract arising from any breach or default prior to the Closing Date of any Assumed Contracts or other Assumed Liabilities, liabilities arising out of the assignment to Buyer at Closing of any Assumed Contract, and liabilities arising under any Contracts not assumed by Buyer; (f) liabilities or obligations arising out of or in connection with claims, litigation or proceedings described in Schedule 3.20, and claims, litigation and proceedings (whether instituted prior to or after Closing) for Taxes (as hereinafter defined) of Sellers acts or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever omissions which accrued at any time allegedly occurred prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported litigation and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers other actions relating to or arising from Sellers' breach of, default under or failure to comply with, peer review activities at any time the Center prior to the Closing Date; (g) except to the extent assumed by Buyer with a Purchase Price credit pursuant to Section 2.05(b), liabilities or obligations to Center Employees, the Internal Revenue Service, PBGC or any other Governmental Authority, arising from or relating to periods prior to Closing (whether or not such liability triggered by the transactions contemplated by this Agreement and whether or obligation arises not imposed by Legal Requirements directly on Buyer as the transferee of the Assets), including liabilities or obligations arising under any Employee Benefit Plan or Other Plan, EEOC claim, unfair labor practice, and wage and hour practice, and liabilities or obligations for COBRA continuation coverage or arising under the WARN Act, as a result of acts of Seller prior to Closing; (h) liabilities or subsequent to the Closing Date, any Assumed Liability obligations of Seller in respect of periods ending on or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing DateDate arising under the terms of any third-party payor programs or Government Payment Programs, whether including any recoupment rights for Medicare & Medicaid Services or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) Texas Department of Health, and any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect pursuant to any third third-party payor program or governmental claim pending on the Closing Date or thereafter initiated based on or arising out Government Payment Programs as a result of the operation consummation of the Business prior to the Closing Datetransactions contemplated herein, includingincluding recapture of previously reimbursed expenses; and (i) penalties, without limitationfines, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (includingsettlements, without limitationinterest, Environmental Laws (as hereinafter defined) costs and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers expenses arising out of or incurred in connection with the negotiation, preparation and execution as a result of this Agreement and the transactions contemplated hereby and any fees and expenses actual or alleged violation by Seller of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersLegal Requirement.

Excluded Liabilities. Except (a) Seller shall be responsible for and shall discharge and perform in accordance with their respective terms all of the Assumed Liabilities, in no event shall Purchaser assumeobligations and undertakings of Seller not assumed by Buyer pursuant to SECTION 2.03 hereof including, agree but not limited to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, and Assumed Liabilities shall not include any liabilities or obligations in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and Liabilities that did not arise in the like related to employee compensation for any period or portion ordinary course of a period prior business consistent with past practice from the Interim Balance Sheet Date to the Closing Date; (ii) for Taxes (as hereinafter defined) any obligations or liabilities of Sellers Seller or any prior owner of the Business of any kind or for any periodUIC arising under this Agreement; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior Seller or UIC for federal, state or local income tax liability and subject to SECTION 2.07, sales and use taxes (including interest and penalties) arising from the operations of Seller up to the Closing Date, whether Date or not such liability or obligation arises prior or subsequent to arising out of the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for sale by Seller of the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims)Purchased Assets pursuant hereto; (iv) any liability or obligation of Sellers relating to Seller or UIC for expenses incurred in connection with the sale of the Purchased Assets pursuant hereto, including any prepayment penalties or other charges or expenses payable in connection with the repayment of any Indebtedness which is an Assumed Liability; (v) any Liability (including presently existing contingent unfunded liability) arising from Sellers' breach of, default under any multiemployer pension or failure to comply with, at any time benefit plans prior to the Closing DateClosing; (vi) any Liability other than Assumed Intercompany Liabilities (including presently existing contingent unfunded Liability) to Seller, whether UIC or not such liability any Affiliate of either of them; (vii) Seller Commitments other than the Assumed Contracts; (viii) Liabilities under Environmental Laws that arise out of acts, omissions or obligation arises conditions occurring prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (vix) the SEPTA Contract; or (x) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to Liability under the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or Worker Adjustment and Retraining Notification Act arising out of the operation of transaction contemplated hereby (the Business prior to the Closing Date"Excluded Liabilities"); or (b) Other than as set forth above in SECTION 2.03, includingSeller shall retain, without limitationand Buyer shall not assume, and nothing contained in this Agreement shall be construed as an assumption by Buyer of, any liability liabilities, obligations or obligation undertakings of Sellers relating to any investigation by any governmental agency Seller of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers)nature whatsoever, whether accrued, absolute, fixed or not such liability contingent, known or obligation arises prior unknown, due or to become due, unliquidated or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellersotherwise.

Excluded Liabilities. Except for The Assumed Liabilities do not include, and Buyer shall not assume, any Liability or obligation of Sellers other than those specifically identified in Section 2.3, and, without in any way limiting the generality of the foregoing, the Assumed Liabilities19 Liabilities do not include the following, in no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations all of Sellers, and Assumed which Liabilities shall be paid, performed and observed by Sellers (the Liabilities so retained by Sellers and not include assumed by Buyer are hereinafter referred to as the “Excluded Liabilities”): (a) any liabilities Liability or obligations in respect obligation arising from or relating to trade payables or accounts payable of Seller or any of its Affiliates to third parties, whether arising or accruing before or after the following: Closing; (b) any Liability or obligation of any Seller or any of its Affiliates for Taxes (other than as prorated hereunder); (c) any Liability of any Seller or any of its Affiliates pursuant to any Proceeding that (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period exists on or portion of a period prior to the Closing Date; Date or (ii) is initiated after the Closing (other than with respect to an Assumed Liability); provided, however, that Sellers shall not retain Liability with respect to matters for Taxes which Buyer is expressly required to provide indemnification to Sellers under Section 11.3; (as hereinafter definedd) any Liability arising out of Sellers any notice of violation, citation, cessation order or other violation issued, written or noticed by any prior owner Governmental Authority under or with respect to any of the Business of any kind or for any periodPurchased Permits prior to the Closing; (iiie) any liability Liability or obligation of Sellers whatsoever which accrued at any time Seller or any of its Affiliates arising from or relating to any Employee Plans, Employment Agreements or Collective Bargaining Agreements on, prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to after the Closing Date, including, without limitation, any distributions payable, debt (i) all Liabilities of Sellers or notes payable its Affiliates relating to the compensation and benefits (including, without limitation, bank overdraftsincluding stock options and other equity-based compensation), insurance related liabilities (whether known salary, commissions and bonuses payable or unknown)granted to, including workers' compensation claims (asserted incurred, or unassertedearned or accrued, whether or not reported and whether which should have been accrued, in respect of service performed by, employees of Seller or not reserved forits Affiliates, and (ii) any Liability related to the employment or termination of any employee of any Seller or any of its Affiliates (including liability for any workers’ compensation claims, occupational injury, discrimination claims, payroll, employment, compensation plan, program, agreement or arrangement of any Seller or any of its Affiliates and any termination in connection with the payment consummation of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claimsthe transactions contemplated by this Agreement); (ivf) any liability Liability of any Seller or any of its Affiliates related to any royalty, rental or other payment obligation under any of Sellers the Leases, any of the Railroad Agreements or any of the Purchased Contracts relating to the period on or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (vg) any liability Liability attributable to or resulting from any product produced from or with any of the Purchased Assets sold by or on behalf of any Seller or any of its Affiliates; (h) all Liabilities related to Indebtedness of any Seller or any of its Affiliates (other than Assumed Liabilities under Section 2.3); (i) any Liability or obligation of Sellers (whether any Seller or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under its Affiliates arising from or relating to any Employee Benefit Plan (includingof the CONSOL Transaction Documents or any other Contract or instrument pursuant to which any Seller acquired any of the Purchased Assets, without limitation, except to the extent that any employment agreements outstanding with Sellers), whether or not such liability Liability or obligation arises prior to or subsequent is assumed by Buyer pursuant to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellers.Transaction Documents;

Excluded Liabilities. Except for the Assumed Liabilities, in no event Buyer shall Purchaser assume, agree not assume or be obligated to pay, satisfy or discharge perform or otherwise have discharge any responsibility liability or obligation of Seller, Parent or any Shareholder, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Buyer pursuant to the Instrument of Assumption (all such liabilities and obligations not being assumed being herein called the "Excluded Liabilities") and, notwithstanding anything to the contrary in Section 2.3, none of the following shall be Assumed Liabilities for purposes of this Agreement: (a) any liabilities in respect of Taxes for which Parent or Seller is liable pursuant to Section 7.2; (b) any payables and other liabilities or obligations of Parent or Seller to any of its Affiliates, including any payables and other liabilities to any Shareholder or any other shareholder or former shareholder of Parent or Seller; (c) any costs and expenses incurred by Seller incident to its negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein; (d) any liabilities or obligations in respect of Sellersany Excluded Assets, and Assumed Liabilities shall not include other than cash; (e) any liabilities or obligations in respect of the following: leases listed on Schedule 2.4(E) (the "Excluded Leases"); (f) any liabilities in respect of the lawsuits, claims, suits, proceedings or investigations set forth in Schedule 5.22; or (g) any liabilities and obligations related to, associated with or arising from (i) for accrued salarythe occupancy, severance payoperation, paid time off, officers' incentive sales bonuses, use or control of any other bonuses and of the like related to employee compensation for any period or portion of a period Business Property prior to the Closing Date; Date or (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, includingin each case incurred or imposed by any Environmental Law, without limitationincluding liabilities and obligations related to, or arising from, any liability or obligation of Sellers relating to any investigation by any governmental agency Release of any Contaminant on, at or from (A) the Business Property, including all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder, or any conditions whatsoever on, under or in the vicinity of the Division's facilities such real property or operations that is pending on the Closing Date; (viB) any liability real property or obligation of Sellers relating facility owned by a third Person to which Contaminants generated by the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises Business were sent prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellers.

Excluded Liabilities. Except for Without limiting the Assumed Liabilities, in no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, and Assumed Liabilities shall not include any liabilities or obligations in respect generality of the following: first sentence of Section 2.3, the Company shall be solely responsible and liable for (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior to the Closing Date; “Excluded Liabilities”): (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iiia) any liability or obligation with respect to current, former or retired employees of Sellers whatsoever which accrued at the Company (including any liability for unpaid bonuses, severance payments, vacation time or other amounts payable to employees), directors or consultants of the Company or any ERISA Affiliate arising out of or relating to any act omission or event occurring or circumstance condition or state of facts existing prior to the Closing Date, whether or excluding commissions payable to sales representatives that are earned and accrued for but not such liability or obligation arises paid prior or subsequent to the Closing DateDate and vacation time of current employees of the Company that is not used prior to the Closing Date but that has been accrued for on the Company’s financial statements; (b) all liabilities and obligations for Taxes, includingfees and other similar items however designated, without limitationand all interest, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown)penalties and additions to tax, including workers' compensation claims (asserted or unassertedfranchise and income taxes and all accrued property, whether or not reported sales, use and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to payroll taxes incurred or arising from Sellers' breach of, default under on or failure to comply with, at any time prior to the Closing Date, whether or not such liability incurred or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on after the Closing Date in connection with or thereafter initiated based on or arising out of the operation relating to activities of the Business prior to the Closing Date; (c) Indebtedness; (d) all liabilities and obligations of the Company relating to the operation of the Business on or prior to the Closing Date or to the generation of accounts receivable on or prior to the Closing Date, excluding (i) those items in Section 2.3(b) and (ii) the Company’s obligation to provide replacement candidates consistent with past practices; (e) all liabilities and obligations arising out of or relating to the provision of any services by the Company on or prior to the Closing Date; (f) all litigation, whether currently pending or not, relating to the Business prior to the Closing Date, or arising on or after the Closing Date to the extent that such litigation relates to activities of the Business on or prior to the Closing Date; (g) all liabilities and obligations under the contracts, leases, commitments, understandings or other agreements (or amendments thereto) that are not specifically assumed by Buyer under Section 2.3(a); (h) any charges, liabilities or costs incurred in connection with the termination of any employees prior to the Closing Date; (i) all liabilities and obligations arising out of any failure by the Company to perform any obligation required to be performed by it or out of any default by the Company (or out of any event, fact or circumstance that, with notice or lapse of time or both, would constitute a default by the Company) on or before the Closing Date under any of the Assumed Contracts (regardless of whether the assignment of any Assumed Contract contains anything to the contrary or is silent on such issue) or out of the Company’s failure to comply with any law, regulation, ordinance, order, writ, judgment, injunction, decree or other requirement of any governmental body or court on or prior to the Closing Date; (j) all liabilities and obligations to any member or Affiliate of the Company or any owner or holder of any interest in the Company; (k) all liabilities and obligations of the Company or any ERISA Affiliate with respect to any Employee Benefit Plan established, maintained, sponsored or contributed to by the Company or any ERISA Affiliate, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of liabilities and obligations under the Division's facilities or operations that is pending on the Closing Date; Plans, except as specifically provided in Section 8.1(c); (vil) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) all liabilities and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers obligations arising out of or incurred in connection with relating to the negotiation, preparation Excluded Assets; and (m) all liabilities and execution obligations of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersCompany that Buyer is not specifically assuming under Section 2.3.

Excluded Liabilities. Except Notwithstanding anything to the contrary -------------------- contained in this Agreement, Buyer will not assume or be liable for and Seller will retain and remain responsible for all of Seller's debts, liabilities and obligations of any nature whatsoever, other than the Assumed Liabilities, in no event shall Purchaser assumewhether accrued, agree absolute or contingent, whether known or unknown, whether due or to pay, satisfy become due and whether related to the Business and the Purchased Assets or discharge or otherwise have any responsibility for any liabilities or obligations of Sellersotherwise, and Assumed Liabilities shall not include any liabilities or obligations in respect regardless of when asserted (the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date"Excluded Liabilities"), including, without limitation, the following liabilities or obligations of Seller (none of which will constitute Assumed Liabilities): (a) All of Seller's liabilities or obligations under this Agreement or under any distributions payableother agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement. (b) All liabilities and obligations of Seller for Taxes which are imposed on or measured by income, debt for any period, and all of Seller's liabilities or notes payable obligations with respect to any non-income Taxes not specifically accrued on the balance sheet for the Business included in the Most Recent Financial Statements. (includingc) All of Seller's liabilities or obligations arising out of or in connection with the breach of any contract or agreement included in the Purchased Assets, without limitationother than for such amounts as are adequately and properly reserved for in the balance sheet included as part of the Most Recent Financial Statements. (d) All of Seller's liabilities or obligations for expenses, bank overdrafts)Taxes or fees incident to or arising out of the negotiation, insurance related liabilities preparation, approval, or authorization of this Agreement or the consummation (whether known or unknown)preparation for the consummation) of the transactions contemplated hereby, including workersall attorneys' compensation claims (asserted or unassertedand accountants' fees, whether or not reported brokerage fees, consultants' fees and whether or not reserved forfinders' fees, and including liability sales, bulk sales and transfer taxes which are Seller's responsibility hereunder. (e) Seller's obligations and liabilities for the payment period up to and including the Closing Date and thereafter which relate to any employee plans (as described in Section 3.14) (including unfunded pension plan liabilities and ------------ retiree health benefits); (f) All of deductible amounts)Seller's liabilities or obligations against which Seller is insured or otherwise contractually indemnified by a Person other than Buyer. (g) Any liability or obligation under COBRA to any person covered by Seller's health plans or any Employee who ceases to be employed by Seller on or before the Closing Date, or who is not employed by Buyer on the Closing Date, and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation under COBRA to any family member of Sellers relating to such person or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such Employee. (h) Any liability or obligation arises prior for Funded Indebtedness or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at of Seller that does not relate to, or arise from, the Business and the Purchased Assets. (i) Any liability or obligation pertaining to any time discontinued operation owned or operated by the Seller and related to the Business as it was operated by the Seller prior to the Closing Date, whether or not such Business. (j) Any liability or obligation that relates to, or arises prior to or subsequent to from, the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing DateExcluded Assets, including, without limitation, any the Hardware/Software Business. (k) All leases and interests, options or rights with respect to the Real Property. All Real Property is identified as leased and described on the Leases Schedule attached hereto. A separate Side Letter Agreement between the --------------- Company and Buyer, in substantially the form attached hereto as Exhibit I, sets --------- forth the disposition of rights to the Company Office Lease. (l) Any liability or obligation of Sellers relating to for any investigation by any governmental agency of any litigation, claims or proceedings pending or threatened in writing against the Seller or the Business arising from the Seller's actions or conduct of the Division's facilities Business on or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellers.

Excluded Liabilities. Except for those Liabilities assumed by Buyer pursuant to Section 2.03 and Section 5.10, Buyer shall not assume and shall not be liable for, and Seller shall retain all Liabilities of Seller and its Subsidiaries (the Assumed “Excluded Liabilities”), in no event shall Purchaser assumeincluding: (a) all Accounts Payable for services performed, agree to pay, satisfy or discharge goods delivered or otherwise have any responsibility for any liabilities or obligations of Sellers, and Assumed Liabilities shall not include any liabilities or obligations in respect arising from the operation of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period Business on or portion of a period prior to the Closing Date; ; (b) except as otherwise specifically provided in Section 5.10, any Liability for Taxes attributable to or imposed upon Seller or any of its Subsidiaries (including any Liabilities or obligations under any tax sharing, allocation or indemnity agreements or by reason of being a member of a consolidated group) or attributable to or imposed upon the Business or the Transferred Assets for any Pre-Closing Tax Period or the portion of any Straddle Period attributable to the period up to and including the Closing Date; (c) any (i) Liabilities under Employee Plans and Employee Agreements whether or not such Liability arises prior to, on or after the Closing, (ii) for Taxes Liabilities (as hereinafter definedincluding workers’ compensation) relating to the employment or termination of Sellers employment of any Person by Seller or any prior owner of the Business of any kind or for any period; its Subsidiaries, (iii) any liability or obligation of Sellers whatsoever which accrued at any time Liabilities arising from events occurring prior to the Closing Date(including Liabilities for severance, whether retention, stay, transaction or not such liability incentive bonuses or obligation arises prior or subsequent other payments that relate to the Closing Date, including, without limitation, any distributions payable, debt transactions contemplated by this Agreement) but excluding Liabilities arising from actions taken by Buyer with respect to the Transferred Employees on or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved forafter the Closing, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers Liabilities relating to any investigation Person who is not a Transferred Employee arising prior to, on or after Closing; (d) the fees and expenses of counsel, auditors, accountants, consultants, engineers, investment bankers and any other advisor retained by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred Seller for services rendered in connection with the preparation, negotiation, preparation execution, delivery and execution performance of this Agreement and the transactions contemplated hereby and the process of selling the Business; (e) any fees and expenses Liability under, in connection with, or related to the Excluded Assets; (f) any Liability not arising exclusively out of counsel, accountants, brokers, financial advisors the Business or related to the Transferred Assets; (g) any Indebtedness other experts of Sellers; and (ix) except for than capital leases included in the Assumed Liabilities, Contracts; (h) any Liability of the Business to Seller or any of its Subsidiaries other claim, loss, liability, obligation, damage, cost than pursuant to this Agreement or expense the other Acquisition Documents; and (i) the Liabilities specifically identified on Section 2.04(i) of Sellersthe Disclosure Letter.

Excluded Liabilities. Except for Notwithstanding the Assumed Liabilitiesprovisions of Section 2.1, in no event Buyer shall Purchaser not assume, agree and Seller shall remain liable for, any and all liabilities, obligations, claims and commitments of or against Seller which are not specifically set forth herein as being expressly assumed by Buyer (and regardless of whether set forth on any Schedule hereto), whether the same are known or unknown, existing, contingent upon future events or circumstances, accrued, funded, unfunded or otherwise (the "Excluded Liabilities"), including, without limitation: (a) any Taxes (as defined in Section 4.3) imposed on Seller (including with respect to the Excluded Assets at any time) or relating to the Business (including the Purchased Assets) for any period (or portion thereof) ending on or prior to the Closing Date; (b) any liability or obligation resulting from any formal or informal, written or unwritten, agreement with respect to employee compensation, severance pay, satisfy bonus, partner distributions, pension, retirement, profit sharing, health or discharge medical benefit, welfare plan, or otherwise have any responsibility other employee benefit or fringe benefit plan and any stock option arrangements, warrants or employment agreements for services for periods on or prior to the Closing Date; (c) any liability or obligation relating to the Business or Purchased Assets arising out of any event or occurrence or a claim arising prior to the Closing Date; (d) any liabilities or obligations of Sellers, and Assumed Liabilities shall not include any liabilities or obligations in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior Seller relating to the Closing Date; Excluded Assets; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iiie) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or Seller arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated hereby and any hereby, including without limitation, fees and expenses of its counsel, accountants, brokers, financial advisors accountants and other advisors; (f) any liabilities of Seller for commissions or other experts of Sellers; and fees owed to any finder or broker retained by Seller or Shareholders in connection with the transactions contemplated hereby; (ixg) except for the Assumed Liabilities, any other claim, lossobligation, liability, obligationinjury or damage arising, damageaccruing or existing prior to the Closing Date with respect to Seller's employees, cost including without limitation any matters arising under laws governing wages and hours, employment discrimination, sexual harassment, occupational safety and health, workers' compensation, the payment and withholding of employment taxes and any alleged violations of law; (h) any liability of Seller or expense with respect to the Business for any violations of Sellersany law, regulation or rule to the extent arising from acts or omissions prior to the Closing Date, including, without limitation, applicable health care laws, rules and regulations, including those relating to the payment or receipt of illegal remuneration, including 42 U.S.C. ss.1395nn (the Stark Statute), 42 U.S.C. ss.1320a-7a, 42 U.S.C. ss.1320a-7b(a), 40 X.X.C. ss.1320a-7b(c) and any applicable state laws governing kickbacks and matters similar to such federal statutes (collectively, the "Fraud and Abuse Laws"); and (i) any liability that represents amounts owed by Seller that are past due or contractually due on or prior to the Closing Date, including any amounts owing by Seller under any of the Client Contracts on or prior to Closing.

Excluded Liabilities. Except for the Assumed Liabilities, in no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, and Assumed Liabilities Buyer shall not include any liabilities assume or obligations in respect pay and Seller and the Seller Subsidiaries shall continue to be responsible for all Liabilities of Seller and the following: Seller Subsidiaries, whether or not relating to the Business, not expressly assumed by Buyer pursuant to Section 1.4 (the “Excluded Liabilities”). Specifically, without limiting the foregoing, Buyer shall not assume: (i) for accrued salaryup to $1,000,000 in accounts payable to be mutually agreed to between Buyer and Seller as of the Closing Date, severance payand to be set forth on the Seller Net Working Capital Certificate; (ii) any claim, paid time offaction, officers' incentive sales bonusessuit or proceeding pending or threatened against Seller or any Seller Subsidiary as of the Closing Date, notwithstanding the disclosure thereof in the Seller Disclosure Letter or otherwise, or any subsequent claim, action, suit or proceeding arising out of or relating to such pending matters, any other bonuses and similar event occurring on or prior to the like related to employee compensation for Closing Date or resulting from the conduct of the Business by Seller or any period Seller Subsidiary on or portion of a period prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; ; (iii) any liability Liability arising out of or obligation relating to the Excluded Assets; (iv) any Pre-Closing Taxes or Taxes for which Seller is liable pursuant to Section 4.7; (v) any Liability arising from claims, proceedings or causes of Sellers whatsoever which accrued at action resulting from property damage or personal injuries (including death) caused by inventory sold, products manufactured or services rendered by Seller, any time Seller Subsidiary or the Business on or prior to the Closing Date; (vi) any Liability arising from product liability claims, whether with respect to products, materials or not such liability services manufactured, sold, performed or obligation arises prior or subsequent to the Closing Date, including, without limitationshipped by Seller, any distributions payable, debt Seller Subsidiary or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known the Business on or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent ; (vii) any Liability relating to the Closing Dateviolation of or failure to comply with any Legal Requirement in connection with the operation of the Business, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time the condition of the Purchased Assets, prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; Closing; (vviii) any liability Liability with respect to deferred salary, salary, wages, severance, bonus, compensation or obligation any other labor or employment Liability of Sellers (whether Seller or not such liability any Seller Subsidiary, including any Liability of Seller or obligation arises prior to or subsequent to the Closing Date) arising solely out of or any Seller Subsidiary with respect to any third party Seller Plan or governmental claim pending on other Liability of Seller or any Seller Subsidiary related to ERISA, but excluding any coverage under the Closing Date Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (similar state law for qualified “M&A qualified beneficiary,” as hereinafter defined) and labor lawsmore fully set forth in Section 4.10(c); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost Indebtedness of Seller or expense of Sellersany Seller Subsidiary.

Excluded Liabilities. Except for Notwithstanding any provision to the Assumed Liabilitiescontrary in this Agreement, nothing in no event this Agreement shall Purchaser assume, agree constitute or be construed as to require Buyer to pay, satisfy or discharge perform or otherwise have discharge when due any responsibility for Liabilities of Seller or any liabilities or obligations of Sellersits Affiliates with respect to the Purchased Assets not expressly referenced in Section 2.3, and including the following Liabilities which are hereby specifically excluded from the definition of Assumed Liabilities shall not include any liabilities or obligations (the "Excluded Liabilities"): (a) Any Liabilities of Seller in respect of any Excluded Assets, including Environmental Conditions existing on, or Releases occurring prior to, the following: (i) for accrued salaryClosing Date on the locations occupied by, severance payor resulting from the construction, paid time off, officers' incentive sales bonusesownership or operation of, any of the assets summarized on Schedule 2.2(a), including the Tasley generating facility and any other bonuses generating facility of Seller or its Affiliates, whether commissioned or decommissioned; (b) Remediation, loss of life, injury to persons or property and damage to natural resources arising from the like related storage, transportation, treatment, disposal, discharge, recycling or Release, at any Off-Site Location; (c) Any Liabilities of Seller in respect of Taxes attributable to employee compensation the Purchased Assets for any period taxable periods ending before the Closing Date, except for Taxes for which Buyer is liable pursuant to Section 3.6 or portion 6.7; (d) Any Liabilities of a period Seller accruing prior to the Closing Date; Date under any of the Seller's Agreements; (iie) for Taxes (as hereinafter defined) Any fines or penalties imposed by any Governmental Authority resulting from any violation of Sellers Law or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time Seller's Permit by Seller that occurred prior to the Closing Date, it being understood that costs associated with modifications to the Purchased Assets or the manner of operating the Purchased Assets to correct such violations shall not be deemed to be fines or penalties for purposes hereof; (f) Any Liabilities relating to any Benefit Plan maintained by Seller or any trade or business (whether or not such liability incorporated) which is or obligation arises prior ever has been under common control, or subsequent which is or ever has been treated as a single employer, with Seller under Section 414(b), (c), (m) or (o) of the Code ("ERISA Affiliate") or to which Seller and any ERISA Affiliate contributed thereunder, maintained by, contributed to, or obligated to contribute to, by Seller or any ERISA Affiliate, including any Liability (i) to the Closing DatePension Benefit Guaranty Corporation under Title IV of ERISA, including, without limitation, or (ii) with respect to any distributions payable, debt noncompliance by Seller with ERISA; (g) Any Liabilities relating to the employment or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown)termination of employment, including workers' compensation claims (asserted discrimination, wrongful discharge or unassertedunfair labor practices by Seller of any individual, whether attributable to any action or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time omission by Seller prior to the Closing Date, whether ; (h) Any obligation to provide continuation coverage under COBRA (and notice of the right to elect such coverage) to Seller's employees associated with the Purchased Assets or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in former dependents of Seller's employees who became eligible for continuation coverage under COBRA on account of a timely manner to pay or perform any other liability or obligation which accrued at any time "qualifying event" (as defined under COBRA) occurring prior to the Closing Date, whether or not such liability or obligation arises ; (i) Any Liabilities under lease agreements for any vehicles; (j) Any payment Liabilities secured by Permitted Encumbrances and arising prior to or subsequent Closing relating to the Closing Date; (vi) any liability or obligation of Sellers mechanics', carriers', workers', repairers' and other similar liens, (whether or not such liability or obligation arises prior to or subsequent to the Closing Dateii) arising solely out of obligations for borrowed money or with respect to deposits or advances of any third party or governmental claim pending kind, including any Liabilities relating to the lien on the Closing Date Site in favor of The Bank of New York, individually or thereafter initiated based as trustee, (iii) obligations upon which interest charges are customarily paid, (iv) all obligations under conditional sale or other title retention agreements, (v) obligations in respect of the deferred purchase price of property or services, (vi) guarantees of indebtedness of others, (vii) capital lease obligations, or (viii) obligations (contingent or otherwise) as an account party in respect of letters of credit or letters of guaranty; and (k) To the extent not expressly identified as one of the Assumed Liabilities pursuant to Section 2.3(a) to (d), any Liabilities arising prior to Closing, which become Known Liabilities on or arising out of before the operation of the Business prior to date six months after the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellers.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary set forth herein, in no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, and the Assumed Liabilities shall not include include, and neither Buyer nor its assignees will assume from any liabilities Seller, any Liabilities (the “Excluded Liabilities”) relating to, arising out of or obligations resulting from: (a) any Excluded Asset, (b) Indebtedness of ARC or any of its Subsidiaries (including any Acquired Company), excluding Indebtedness incurred by Buyer or its Subsidiaries after the Closing and excluding Assumed Indebtedness, but including (x) any Liability for defaults or breaches of material covenants (including any defaults in respect of the following: (ipayment of principal or interest when due) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period occurring prior to the Closing Date; in respect of Indebtedness and (iiy) for Taxes Indebtedness related to the Aircraft, (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iiic) any liability Equity Interest in ARC or obligation of Sellers whatsoever which accrued at any time prior to its Subsidiaries (other than the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknownAcquired Interests), including workers' compensation claims (asserted Liabilities with respect to dividends or unassertedother distributions, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or Liabilities with respect to any third party stockholders agreement, registration rights agreement, voting trust or governmental claim pending on other Contract relating to such Equity Interests, Liabilities with respect to any option, warrant, exchangeable security or other right to acquire Equity Interests, Liabilities of ARC or its Subsidiaries under applicable securities or corporate Laws, and Liabilities arising from the Closing Date or thereafter initiated based on or arising out decision of the operation Board of the Business prior Directors of ARC to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of approve this Agreement and the transactions contemplated hereby (including any Liability for breach of duty), (d) Excluded Taxes, (e) except as otherwise provided under Section 5.7, (i) any existing Seller Plan, (ii) any former Seller Plan which has been terminated or frozen (iii) ERISA Affiliate Liability, (iv) any collective bargaining agreement, to the extent relating to periods prior to the Closing (regardless of when such Liability accrues or becomes known), (v) the employment or termination of employment of any current or former Company Employee during periods prior to the Closing, (vi) the employment practices of the Sellers or any of their Affiliates or compliance with or violations of any Labor Laws prior to the Closing, in each case to the extent relating to employment discrimination, (vii) the Severance Agreement by and any fees among ARC, ARC Management Services and expenses of counselXxxxxxxx X. Xxxxxxx dated February 18, accountants2004, brokers, financial advisors or other experts of Sellers; and (ixviii) except for the Assumed LiabilitiesSeverance Agreement by and among ARC, ARC Management Services and Xxxxx X. Xxxxxx dated February 18, 2004, (f) Liabilities of the Sellers under this Agreement or any other claimTransaction Document, loss(g) any Liability for which the Buyer Indemnified Parties are indemnified pursuant to Article IX, liabilityto the extent so indemnified, obligation(h) the Retained Business or (i) acts or omissions of ARC or its Subsidiaries (excluding the Acquired Companies) after the Effective Time. Prior to the Closing, damageARC shall assume, cost or expense pay, discharge and perform (or, without limiting the obligations of Sellersthe Sellers under Article IX, ARC’s designated Affiliate shall assume, pay, discharge and perform) all Excluded Liabilities of the Acquired Companies.

Excluded Liabilities. Except Purchaser shall not assume or be liable for the Assumed following Liabilities of Seller or any other Person, whether or not relating to the Assets or the Business of Seller (the “Excluded Liabilities, in no event shall Purchaser assume, agree ”): (a) all Liabilities relating to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, and Assumed Liabilities shall not include any liabilities or obligations in respect of the following: Taxes (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, attributable to or imposed upon Seller or any other bonuses and the like of its Affiliates without regard to whether such Taxes related to employee compensation for any period periods (or portion of a period portions thereof) ending on or prior to the Closing Date; Date and (ii) for all Liabilities related to Taxes (as hereinafter defined) of Sellers attributable to or any prior owner of imposed on the Assets or the Business of any kind or Seller for any period; period (iiior portion thereof) any liability ending on or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent in each case (X) including all Liabilities of Seller and its Affiliates for Taxes related to the Closing Date, including, without limitation, any distributions payable, debt or notes payable transactions contemplated by this Agreement and (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (ivY) any liability or obligation of Sellers excluding Liabilities relating to Taxes (1) for which Purchaser is liable pursuant to Sections 6.6(a) and (b) or arising from Sellers' breach of(2) that relate to, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising arise out of the operation of the Business by Purchaser or its Affiliates after the Closing Date or the ownership, control or use of the Assets by Purchaser or its Affiliates after the Closing Date; (b) any Liability of Seller arising out of or relating to the execution, delivery or performance of this Agreement or the Related Agreements, including any Liabilities of Seller pursuant to Sections 6.6, 6.7 and 6.15; (c) any Liability of Seller for any fees, costs or expenses of the type referred to in Section 11.1; (d) any Liability arising out of or relating to Excluded Assets; (e) any Liability arising out of or related to any client engagement, whether written or oral, of Seller completed in its entirety (other than any ongoing Support Engagement) prior to June 30, 2005; (f) any Liability relating to the Former Shareholder Excess Payments or any other Liability to any Shareholder, former shareholder or their respective Affiliates; (g) any Liability under or otherwise attributable to Seller Benefit Plans, including any Liability for benefits payable thereunder (including any such plan or agreement providing Deferred Compensation Benefits), including any administrative or termination costs applicable thereto, except as specifically provided in Section 6.7; (h) any Liabilities for indebtedness for borrowed money; (i) any Liabilities arising out of or related to the employment or engagement process or employee or contractor relationship (or the failure to establish such a relationship) with respect to any former employee or applicant or independent contractor of Seller or any Affiliate of Seller, or classes of the foregoing, to the extent such Liabilities are attributable to periods on or prior to the Closing Date (other than Liabilities to clients for breach of contract); (j) any Liabilities arising out of or related to any Seller Employee who has not accepted an offer of employment with Purchaser or one of its Affiliates in connection with the Closing; (k) any Liabilities arising out of or related to any alleged or actual misconduct of any current or former employee or independent contractor of Seller or any Affiliate of Seller (including the Seller Employees) prior to the Closing Date, includingincluding unlawful harassment, without limitationdiscrimination or retaliation, assault, battery, infliction of emotional distress, defamation, libel, slander, fraud, misrepresentation, theft or embezzlement (other than Liabilities to clients for breach of contract); (l) any liability Liabilities in respect of Proceedings or obligation of Sellers relating possible Proceedings listed or cross-referenced in Schedule 4.10; and (m) any Liabilities required to any investigation by any governmental agency of any of the Division's facilities or operations that is pending be reflected on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (Final Updated Working Capital Statement which are not reflected thereon as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellersa dollar amount.

Excluded Liabilities. Except for the Assumed Liabilities, in Buyer does not assume and shall have no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, and Assumed Liabilities shall not include any liabilities or obligations liability in respect of the following: Business other than the Assumed Liabilities (the "Excluded Liabilities"), including: (i) all obligations and liabilities relating to or arising out of any claims made by Employees or former employees (or their dependents or beneficiaries) of the Business or labor organizations, unions or associations representing Employees or former employees of the Business for accrued salaryseverance or other separation benefits or for compensation or damages with respect to the employment or the failure to offer employment to, severance paythe failure to promote or the termination of employment of any such Employee or former employee or which are based on, paid time offarise out of, officers' incentive sales bonusesor result from, any other bonuses and the like related to employee compensation for any period acts, facts, circumstances, events or portion of a period conditions occurring or existing prior to the Closing Date; ; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner third party and intracompany and intercompany accounts payable of the Business and current liabilities of any kind or the Business for any period; (iii) any liability or obligation of Sellers whatsoever which withholding taxes, self-insurance and accrued at any time advertising and similar expenses that are accrued prior to the Closing Date; (iii) any liability, whether obligation or not claim based on circumstances existing before the Closing or the conduct of the Business on or before the Closing, including the matters set forth on Schedule 5.7; (iv) all claims for damages, direct or consequential, related to warranty or product liability claims in respect of products of the Business that are finished goods and are packaged or shipped prior to the Closing Date and finished goods stored in bulk and ultimately shipped in bulk; (v) any liabilities or obligations for employee benefit plans or other arrangements (including the Benefit Plans) unless such liability or obligation arises prior or subsequent is expressly assumed by Buyer pursuant to the Closing Date, including, without limitation, any distributions payable, debt or notes payable Article VII; (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (ivvi) any liability or obligation of Sellers and all liabilities and obligations relating to or arising from Sellers' any breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of violation by Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any Business Contract, licenses, approvals, certificates, permits, franchises or other evidences of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); authority issued by a Governmental Entity; (vii) any liability or obligation obligations of Sellers or their Affiliates under or relating any agreement purporting to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not limit such liability or obligation arises prior entity's ability to or subsequent to compete in the Closing Date; Business; (viii) any liability claim for vacation pay and sick pay, if any, to the extent required to be paid by Witco pursuant to Section 7.7; (ix) any and all obligations relating to Taxes related to the Purchased Assets or obligation the Purchased Co-Assets which accrue or have accrued at or prior to the effective time of Sellers arising out of Closing; (x) any and all liabilities and obligations with respect to the Malaysia Project or the Malaysia Assets; (xi) any and all liabilities, costs and obligations related to noncompliance with Applicable Law related to Product Stewardship Materials; (xii) any and all liabilities, costs and expenses incurred in connection with the negotiationSellers' obligation to remove Obsolete Inventory pursuant to Section 11.6; and (xiii) any and all liabilities, preparation costs and execution obligations incurred by Buyer as a result of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellersmatters set forth on Schedule 5.8(c).

Excluded Liabilities. Except for the Assumed Liabilities, in no event obligation or liability of Seller relating to or arising from the operation of each of the Facilities or the other Assets on or prior to the Closing, of any nature (whether expressed or implied, fixed or contingent, liquidated or unliquidated, known or unknown, accrued, due or to become due), is to be assumed by Buyer, nor shall Purchaser assume, agree Buyer be liable to pay, satisfy perform or discharge any such obligation or otherwise have liability, nor shall the Assets be subject to any responsibility for any such obligation or liability (all such obligations or liabilities other than the Assumed Liabilities are referred to as the "Excluded Liabilities"). Subject to the limitations set forth in Paragraph 4.7, the term "Excluded Liabilities" includes among others, the following to the extent that such items are in existence on the Closing Date or arise after the Closing Date based on facts, circumstances or conditions existing prior to or on the Closing Date and to the extent they are not Assumed Liabilities: (a) Long-term indebtedness and other obligations or guaranties of Seller. (b) Federal, state or local tax liabilities or obligations of Sellers, and Assumed Liabilities shall not include any liabilities or obligations Seller in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period periods prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of Closing, and the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Datetransactions contemplated hereunder, including, without limitation, any distributions payableincome taxes payable under the Internal Revenue Code 1986, debt or notes payable as amended (including, without limitation, bank overdrafts"IRC"), insurance related liabilities (whether known or unknown)any income tax, including any franchise tax, any tax recapture, any accrued ad valorem property taxes, any FICA, workers' compensation claims (asserted and any and all other taxes or unassertedamounts due or payable for a period prior to the Closing. Sales and use taxes, whether or not reported and whether or not reserved fortransfer taxes, and including liability all other impositions of tax arising solely by reason of the transfers contemplated by this Agreement (excluding all federal, state and local income and gross receipt taxes on the earnings or gross receipts of each of the Facilities through the Closing Date, which shall remain the sole responsibility of Seller) shall be the responsibility of and shall be borne equally by Seller and Buyer (any real estate and personal property taxes for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior year in which the Closing occurs shall be pro-rated to the Closing Date, if the tax rates for the year in which the Closing occurs shall not be fixed prior to the Closing Date for a particular item of Assets, the pro-ration of taxes thereon shall be based upon the tax rate for the year prior to the Closing applied to the latest assessment valuation. However, in the event that any such taxes are increased for the year in which the Closing occurs, Seller shall then reimburse Buyer for amounts in excess of the proration as determined as of the Closing Date). (c) Liabilities or obligations of Seller for brokerage or other commissions relating to this Agreement or to the transactions contemplated hereunder. (d) Liabilities or obligations arising out of any breach by Seller of any Contract, Lease or any other agreement whether assumed by Buyer. (e) Any liability arising out of or not such liability in connection with claims, acts or obligation arises omissions arising from or relating to the ownership or operation of the Assets by Seller prior to Closing; all meters or subsequent to other measures of actual use or consumption of any utility services of any kind, whether public, quasi-public or private, at or for each of the Facilities shall be read during the daylight hours on the day immediately preceding the Closing Date, any Assumed Liability with all charges, costs and expenses of such utility services so determined by such readings to be paid by Seller. (f) Any debt, obligation, expense or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers Seller arising out of or incurred in connection with respect of any transaction of Seller occurring after the negotiationClosing or for any violation by Seller of any federal, preparation state or local law, statute, rule, regulation, ordinance, order, judgment or decree. (g) Any liability or obligation (contingent or otherwise) of Seller arising out of any threatened or pending litigation or claim (known or unknown). (h) Any obligation or liability of Seller relating to any Hazardous Substances (as hereinafter defined in Section 6.2), including clean-up or other remedial action related thereto, that arises out of or results from any act, omission or occurrence or state of facts existing prior to Closing. (i) Any other liabilities or obligations of Seller (contingent or otherwise) existing on the Closing Date or based on facts existing on or prior thereto and execution of not expressly assumed by Buyer under this Agreement Agreement, including but not limited to any workers' compensation claims, insurance claims and the transactions contemplated hereby and any all management fees and related expenses incurred by Seller in the operation of counsel, accountants, brokers, financial advisors or other experts each of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersFacilities.

Excluded Liabilities. Except for the Assumed Liabilitiesthose Liabilities expressly assumed by Buyer pursuant to Section 2.03, in no event Buyer shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellersnot assume and shall not be liable for, and Assumed Liabilities Seller shall not include any liabilities or obligations in respect retain and remain, as between Seller and Buyer, solely liable for and obligated to discharge, all of the debts, expenses, contracts, agreements, commitments, obligations and other Liabilities of any nature with respect to the Transferred Assets incurred on or prior to the Closing Date (the “Excluded Liabilities”), including the following: : (ia) any Liability for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, breaches by Seller or its Subsidiaries prior to the Closing Date of any other bonuses Contract or Applicable Law or arising out of any Contract of Seller or its Subsidiaries not identified in the Schedules (as may be updated pursuant to Section 5.02) as an Assumed Contract and the like related to employee compensation any Liability for payments or amounts due under any period Contract on or portion of a period prior to the Closing Date; ; (iib) any Liability for Taxes that are the responsibility of Seller pursuant to Section 5.09; (as hereinafter definedc) all Accounts Payable; (d) subject to Section 2.03(d) and Section 2.05, any Liabilities under Employee Plans and Employee Agreements; (e) any Liability of Sellers Seller and/or any Subsidiary of Seller owed to any Subsidiary of Seller and/or Seller; (f) any Liability for or in respect of Indebtedness of Seller or its Subsidiaries; (g) any prior owner Liability under, or in connection with or arising out of the Business Excluded Assets; (h) any Liability for any actual or alleged infringement of any kind Intellectual Property that arises from Seller’s or for any period; (iii) any liability its Subsidiaries’ sales or obligation shipments of Sellers whatsoever which accrued at any time Products prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable ; (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (ivi) any liability Liability for or obligation in respect of Sellers relating to a violation by Seller or arising from Sellers' breach of, default under or failure to comply with, at any time of its Subsidiaries of any Environmental Law prior to the Closing Date, whether ; (j) any Liability for warranty claims or not such liability claims arising in respect of Products shipped or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time sold prior to the Closing Date, whether (including for those with respect to which Buyer will assume Product Obligations); (k) any Liability arising from any transfers of assets or not such liability employees out of the Transferred Sub to Seller or obligation arises its Subsidiaries prior to or subsequent to the Closing Date; unless permitted by Section 5.13, other than any Buyer Sales Tax; (vl) any liability Liability arising out of any third-party charge, complaint, suit, action (including regulatory action), hearing, investigation, claim, demand, proceeding (including under any alternative dispute resolution procedure) or obligation other litigation pending as of Sellers the Closing; and (whether m) any Liability arising out of any third-party charge, complaint, suit, action (including regulatory action), hearing, investigation, claim, demand, proceeding (including under any alternative dispute resolution procedure) or not such liability other litigation filed or obligation arises prior to or subsequent otherwise asserted after the Closing to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated extent based on upon or arising out of the operation ownership prior to the Closing of the Transferred Assets, Excluded Assets and/or the conduct of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersClosing.

Excluded Liabilities. Except for the Assumed Liabilities, in no event Purchaser shall Purchaser assume, agree to pay, satisfy not assume or discharge or otherwise have any responsibility become liable for any liabilities or obligations Liability of Sellers, Seller and its Subsidiaries that is not specifically an Assumed Liabilities shall not include any liabilities or obligations in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing DateLiability, whether or not such related to the Acquired Assets (collectively, the "Excluded Liabilities"). Purchaser shall not be the successor to Seller or its Subsidiaries, and Purchaser expressly does not assume and shall not become liable to pay, perform or discharge any Liability whatsoever of Seller or its Subsidiaries or relating to the Business or any of the Acquired Assets other than the Assumed Liabilities. The Excluded Liabilities include, without limitation, the following Liabilities: (a) all Liabilities in respect of product, product warranty, product liability or obligation arises Computer Software defects or flaws relating to products shipped, licensed or otherwise disposed of by Seller and its Subsidiaries, and all services performed by Seller and its Subsidiaries, on or prior or subsequent to the Closing DateEffective Time, whether based on strict liability, negligence, breach of warranty (express or implied), breach of contract or otherwise, including, without limitation, under the Assigned Contracts listed on Schedule 5.8(c). (b) except as contemplated in Sections 8.3 and 15.5, Liabilities for any distributions payable, debt or notes payable and all Taxes (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (ivi) any liability or obligation of Sellers relating to the Acquired Assets or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business for any Pre-Closing Tax Period or (ii) imposed on Seller and its Affiliates; (c) any Liability of Seller and its Subsidiaries for periods prior to the Closing DateEffective Time to present or former employees (or their dependents or beneficiaries), includingconsultants or agents related to the Business for any compensation, without limitation, any liability pension contribution or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities other benefits accrued or operations that is pending on the Closing Date; otherwise payable; (vid) any liability Liability of Seller and its Subsidiaries attributable to Excluded Assets or obligation of Sellers relating not related primarily to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability Business or obligation of Sellers under or relating to any Employee Benefit Plan the Acquired Assets (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent Liability under an Assigned Contract relating to the Closing Datebusiness and operations of Seller or its Subsidiaries other than the Business); and (viiie) any liability Liability relating to any Employee who does not become a Hired Employee pursuant to Section 11.1 hereof, unless such Liability arises from or obligation relates to alleged acts or omissions of Sellers arising out of or incurred Purchaser in connection with the negotiation, preparation and execution Purchaser's offer of this Agreement and the transactions contemplated hereby and employment to any fees and expenses of counsel, accountants, brokers, financial advisors Offered Employee or other experts of Sellers; and (ix) except for the Assumed Liabilities, failure to make an employment offer to any other claim, loss, liability, obligation, damage, cost or expense of SellersOffered Employee.

Excluded Liabilities. Except for the Assumed Liabilities, in no event Buyer shall Purchaser assume, agree not assume and shall not be responsible to pay, satisfy perform or discharge any of the following liabilities or otherwise have any responsibility for obligations of the Seller Parties (collectively, the “Excluded Liabilities”): (a) any liabilities or obligations of Sellers, the Seller Parties’ not arising out of or relating to the Seller Parties’ ownership or operation of the Business and Assumed Liabilities shall not include the Purchased Assets; (b) any liabilities or obligations in respect for Taxes, whether or not accrued, assessed or currently due and payable, of any of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation Seller Parties for any taxable period (or portion of a period thereof) ending on or prior to the Closing Date; Date (other than Taxes allocated to Buyer under Section 6.08 or Section 6.09 and Taxes of the Singapore Subsidiary or the Delaware Subsidiary allocated to Buyer under Section 6.08 or Section 6.09); (c) except as specifically provided in Section 2.03(d) or Section 2.08(e), any liabilities or obligations of the Seller Parties relating to or arising out of (i) the employment, or termination of employment, of any employee or former employee (including the Employees) prior to the Closing, (ii) for Taxes (as hereinafter defined) of Sellers workers’ compensation or any prior owner of the Business other employee-related claims of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever Employee which accrued at any time relate to events occurring prior to the Closing Date, whether (iii) the employment, or termination of employment, of any Employee who is not such liability or obligation arises a Transferred Employee prior or subsequent to the Closing DateClosing, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) workers’ compensation or other employee-related claims of any liability Employee who is not a Transferred Employee; (d) except as specifically provided in Section 2.03(d) or Section 2.08(e), any liability, obligation or commitment of Sellers relating any of the Seller Parties to pay any employee or arising from Sellers' breach offormer employee of any of the Seller Parties (including the Transferred Employees) for any salary, default under bonus, commission, vacation pay, severance, separation or failure to comply with, at any time other compensation earned or accrued as of or prior to the Closing Date, whether including any severance pay or not such liability similar obligations payable to any employee or obligation arises prior former employee who is terminated by the Seller Parties on or subsequent to after the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to who does not accept employment with Buyer as of the Closing Date; (e) any liability, whether obligation or commitment of any of the Seller Parties (including any liabilities resulting from unfunded contributions under any employee benefit plan subject to ERISA) under any employment, benefit or compensation, pension, profit-sharing or welfare plans, contracts, employment agreements or offer letters, policies, practices or arrangements, oral or written, covering the Employees, including, but not such liability limited to, “employee benefit plans” within the meaning of Section 3(3) of ERISA, and deferred compensation, stock option, stock purchase, stock appreciation rights, equity-based, incentive and bonus plans; (f) any liability, obligation or obligation arises prior to or subsequent commitment of any of the Sellers to the Closing Date; (v) extent relating to, or arising out of, any liability Excluded Asset, or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or extent arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation ownership by any governmental agency of any of the Division's facilities Seller Parties of the Excluded Assets or operations that is pending on associated with the Closing Date; realization of the benefits of any Excluded Asset; (vig) any liability or obligation of Sellers relating to the breach of any Law Transaction Expenses; and (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (viih) any liability or obligation liabilities and obligations of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viiiSeller Parties set forth on Section 2.04(h) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersDisclosure Schedules.

Excluded Liabilities. Except for Notwithstanding anything else contained herein to the contrary, all liabilities and obligations of ChoicePoint or the Seller (or any affiliates thereof) (whether known or unknown, liquidated or unliquidated, contingent or fixed) other than the Assumed Liabilities (collectively, the "Excluded Liabilities") shall remain the liabilities and obligations of ChoicePoint and Seller, in no event shall respectively, and are not assumed by Purchaser assume, agree to pay, satisfy or discharge or otherwise have pursuant hereto (regardless of whether any responsibility for any such liabilities or obligations of Sellersare disclosed in this Agreement). ChoicePoint and Seller hereby agree to fully and timely pay, perform and Assumed Liabilities shall not include any liabilities or obligations in respect discharge all of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and Excluded Liabilities in accordance with their respective terms. Without limiting the like related to employee compensation for any period or portion of a period prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner generality of the Business of any kind foregoing, Excluded Liabilities include the following, whether or for any period; not reflected on the December 31st Balance Sheet: (iiia) any liability or obligation of Sellers whatsoever which accrued at arising under any time prior to the Closing Date, whether contract or open purchase orders not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable listed on Schedule 1.2(f) hereof; (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (ivb) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior related to the Closing DateExcluded Assets; (c) except as described in Section 1.4(b), whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Datein respect of any employee or independent sales representative (or former employee or independent sales representative) arising solely out of ChoicePoint, Seller or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, affiliates thereof (including, without limitation, any liability or obligation arising out of Sellers any person's employment/contract or termination of employment or contract and any commission or other payments concerning any revenues received or to be received by Seller or booked prior to the Closing) and any liability or obligation of ChoicePoint, Seller or any affiliates thereof under any Benefit Plan or with respect to any worker's compensation claims arising out of any injury sustained or occupational disease contracted prior to the Closing; (d) any liability or obligation under any litigation, arbitration, investigation or other proceeding brought against Seller with respect to any matter occurring prior to the Closing (regardless of whether it is pending as of or has been threatened or asserted prior to the Closing), including, without limitation, any and all matters relating to any investigation dispute between Lab Documents, Inc. and Osborn Group, Inc. or Seller and those matters described in Schedules 0.0 xxd 3.13 herein (collectively, the "Lawsuits"); (e) any liability or obligation for any sales, use or income taxes owed by ChoicePoint or Seller or any affiliates thereof and any liability or obligation for any sales, use or other taxes arising in connection with the consummation of the transactions contemplated by this Agreement; (f) any tax liability that may be imposed, with respect to the Assets, by any governmental agency federal, state or local government on the ownership, sale, operation or use of the Assets, relating to any period ending on or before the Closing; provided, however, each party shall be responsible for their pro-rata share of any of the Division's facilities or operations that is pending on the Closing Date; ad valorem taxes for calendar year 2002; (vig) any liability or obligation of Sellers Seller relating to the any breach of contract, breach of warranty, tort, infringement or violation of law; (h) any Law liability or obligation payable to ChoicePoint, Osborn Group, Inc., or any affiliates thereof or successors thereto; (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (viii) any liability or obligation of Sellers under ChoicePoint, Seller or relating any affiliates thereof to indemnify any Employee Benefit Plan person by reason of the fact that such person was an employee, officer, director or agent of ChoicePoint or Seller (includingor such person was serving as an employee, without limitationofficer, director or agent of any employment agreements outstanding with Sellers)other entity at the request of ChoicePoint, whether Seller or not such liability or obligation arises any affiliates thereof) prior to or subsequent to the Closing Date; Closing; (viiij) any liability or obligation of Sellers arising out of ChoicePoint, Seller or any affiliates thereof for costs and expenses incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and hereby; (k) any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damageguarantee or undertaking of ChoicePoint, cost Seller or expense any affiliates thereof relating to any debt of SellersChoicePoint, Seller or any affiliates thereof; (l) any liability or obligation of Seller relating to any real property leases or real property interests; (m) any other liability or obligation of Seller not specifically set forth in Section 1.4 hereof.

Excluded Liabilities. Except for the Assumed Liabilities, in no event The Buyer shall Purchaser assume, agree not assume or be obligated to pay, satisfy or discharge perform or otherwise have any responsibility for discharge the following liabilities or obligations: (i) any liabilities or obligations of Sellers, and Assumed Liabilities shall the Sellers in respect of any Excluded Assets or other assets of the Sellers which are not include Purchased Assets; (ii) any liabilities or obligations in respect of Taxes attributable to the following: (i) Purchased Assets for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period taxable periods ending on or portion of a period prior to before the Closing Date; (ii) , except for Taxes (as hereinafter defined) of Sellers for which the Buyer is liable pursuant to Section 3.5 or any prior owner of the Business of any kind or for any period; Section 7.8(a); (iii) any liability liabilities, obligations, or obligation responsibilities relating to the disposal, storage, transportation, discharge, Release, recycling, or the arrangement for such activities, by the Sellers, of Sellers whatsoever which accrued Hazardous Substances that were generated at the Fossil Assets, at any time off- site location, where the disposal, storage, transportation, discharge, Release, recycling or the arrangement for such activities at said off- site location occurred prior to the Closing Date, whether provided that for purposes of this Section, "off- site location" does not include any location to which Hazardous Substances disposed of or not Released at the Fossil Assets have migrated; (iv) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release, recycling, or the arrangement for such liability activities, by the Sellers, of Hazardous Substances that were generated at the Hydroelectric Assets, at any off-site location, where the disposal, storage, transportation, discharge, Release, recycling or obligation arises the arrangement for such activities at said off-site location occurred prior or subsequent to the Closing Date, provided that for purposes of this Section, "off-site location" does not include any location to which Hazardous Substances disposed of or Released at the Hydroelectric Assets have migrated; (v) any liabilities, obligations or responsibilities relating to (a) the property, equipment or machinery within the switchyards for which the Sellers will retain an Easement, (b) the Xxxxxxx Point step-up transformers, including, without limitation, any distributions payableliabilities related to the disposal, debt discharge or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unassertedRelease of Hazardous Substances, whether such liabilities, obligations or not reported and whether responsibilities arose from the ownership or not reserved foroperation of said property, and including liability for equipment or machinery or the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises Xxxxxxx Point step-up transformers prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on after the Closing Date unless caused by the Buyer's operations or thereafter initiated based on equipment, (c) the transmission lines delineated in the Easements or arising out of (d) any Seller's operations on, or usage of, the operation of the Business prior to the Closing DateEasements, including, without limitation, liabilities, obligations or responsibilities arising as a result of or in connection with (1) any violation or alleged violation of Environmental Law and (2) loss of life, injury to persons or property or damage to natural resources, except to the extent caused by Buyer; (vi) any liabilities or obligations required to be accrued by the Sellers in accordance with generally accepted accounting principles and the FERC Uniform System of Accounts (A) on or before the Closing Date with respect to liabilities related to the Purchased Assets other than any liability assumed by Buyer under Section 2.3(a)(v) or obligation of Sellers (vi); (vii) any liabilities or obligations relating to any investigation by personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action filed with or pending before any governmental court or administrative agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers , with respect to liabilities principally relating to the breach of Fossil Assets or with respect to liabilities principally relating to the Hydroelectric Assets, or any Law such potential claim or incident set forth in Schedule 2.4; (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (viiviii) any liability fines or obligation of Sellers under penalties imposed by a governmental agency resulting from (A) an investigation or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether proceeding pending on or not such liability or obligation arises prior to the Closing Date or subsequent (B) illegal acts, willful misconduct or gross negligence of the Sellers prior to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and ; (ix) except any payment obligations of the Sellers for goods delivered or services rendered prior to the Assumed LiabilitiesClosing; (x) any liabilities or obligations resulting from the Sellers' gross negligence or willful misconduct other than any liability assumed by the Buyer under Section 2.3(a)(v) or (vi) hereof; (xi) any liabilities or obligations imposed upon, assumed or retained by the Sellers or any of their Affiliates pursuant to the Continuing Site Agreement or any other Ancillary Agreement; (xii) any liabilities, obligations or responsibilities relating to any Benefit Plan or any "employee pension benefit plan" (as defined in Section 3(2) of ERISA) maintained by any of the Sellers and 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 any of the Sellers under Section 414(b), (c), (m) or (o) of the Code ("ERISA Affiliate") or to which any of the Sellers 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 Sellers or any ERISA Affiliate, including any liability (A) to the Pension Benefit Guaranty Corporation under Title IV of ERISA; (B) relating to a multiemployer plan; (C) with respect to non-compliance with the notice and benefit continuation requirements of COBRA; (D) with respect to any non-compliance with ERISA or any other applicable laws; or (E) with respect to any suit, proceeding or claim which is brought against the Buyer, any Benefit Plan, ERISA Affiliate Plan, any fiduciary or former fiduciary of any such Benefit Plan or ERISA Affiliate Plan; and (xiii) any liabilities, obligations or responsibilities relating to the employment or termination of employment, including a constructive termination, by the Sellers of any individual (including, but not limited to, any employee of the Sellers) attributable to any actions or inactions by the Sellers prior to the Closing Date other claim, loss, liability, obligation, damage, cost than such actions or expense inactions taken at the direction of Sellersthe Buyer. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilities."

Excluded Liabilities. Except for Notwithstanding anything in this Agreement to the Assumed Liabilitiescontrary, in no event Purchaser shall Purchaser assume, agree to pay, satisfy not assume or discharge or otherwise have any responsibility become responsible for any liabilities or obligations of Sellersclaim, and Assumed Liabilities shall not include any liabilities or obligations in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Datenature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise (a "Liability") of Seller except the Assumed Liabilities that are specifically assumed by such party. Without limiting the generality of the foregoing, the following are included among the Liabilities of Seller which Purchaser shall not such liability assume or obligation arises become responsible for (unless specifically included as Assumed Liabilities): (a) all Liabilities for any Taxes whether deferred or which have accrued or may accrue or become due and payable by Seller either prior to, on or subsequent to after the Closing Date, including, without limitation, all Taxes and fees of a similar nature arising from the sale and transfer of the Purchased Assets to Purchaser; (b) all Liabilities to any distributions payablecurrent or former shareholders, debt directors, officers, employees or notes payable (agents of Seller, including, without limitation, bank overdrafts)all Liabilities and obligations for wages, insurance related liabilities (whether known salary, bonuses, commissions, vacation or unknown)severance pay, including workers' deferred compensation, retirement pay, profit sharing or pension benefits, and all Liabilities arising under any bonus, commission, salary E74 or compensation claims (asserted plans or unassertedarrangements, whether accruing prior to, on or after the Closing Date including, but not reported and whether or not reserved forlimited to, Seller's obligations under the Ballantyne Consulting Group, Inc. Basis Point Plan, and including liability Seller's obligation under a 401(k) payable, its payroll liabilities and an additional accrued payroll liability, all as set forth in more detail in Section 5.1; (c) all Liabilities with respect to unemployment compensation claims and worker's compensation claims and claims for the payment of deductible amounts)race, age and litigation sex discrimination or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability sexual harassment or obligation of Sellers relating to for unfair labor practice based on or arising from Sellers' breach ofoccurrences, default circumstances or events, or exposure to conditions, existing or occurring prior to the Closing Date and for which any claim may be asserted by any of Seller's employees, prior to, on or after the Closing Date; (d) all Liabilities of Seller to third parties for personal injury or damage to property based on or arising from occurrences, circumstances or events, or exposure to conditions, existing or occurring prior to the Closing Date and for which any claim may be asserted by any third party prior to, on or after the Closing Date; (e) all Liabilities of Seller arising under or failure by virtue of federal or state environmental laws based on or arising from occurrences, circumstances or events, or exposure to comply withconditions, at existing or occurring prior to the Closing Date and for which any time claim may be asserted prior to, on or after the Closing Date; (f) all Liabilities of Seller including any costs of attorneys' fees incurred in connection therewith, for litigation, claims, demands or governmental proceedings arising from occurrences, circumstances or events, or exposure to conditions occurring or existing prior to the Closing Date, whether and which may be asserted or not such liability commenced prior to, on or obligation arises prior or subsequent to after the Closing Date, ; (g) all Liabilities based on any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other theory of liability or obligation which accrued at product warranty with respect to any time product manufactured or sold prior to the Closing DateDate and for which any claim may be asserted by any third party, whether prior to, on or not such liability or obligation arises prior to or subsequent to after the Closing Date; ; (vh) any liability all attorneys' fees, accountants' or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to auditors' fees, and other costs and expenses incurred by Seller and/or the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred Shareholders in connection with the negotiation, preparation and execution performance of this Agreement and or any of the transactions contemplated hereby and hereby; (i) all Liabilities of Seller in connection with the Excluded Assets; (j) all Liabilities of Seller with respect to any fees and expenses of counseloptions, accountantswarrants, brokers, financial advisors agreements or convertible or other experts rights to acquire shares of Sellersits capital stock of any class; (k) all Liabilities of Seller incurred incident to any indemnification for breach of any representations, warranties, covenants, or other agreements made by Seller under any of the asset purchase, stock, reorganization, or other legal transaction(s) set forth in Disclosure Schedule 2.2(q); (l) all Liabilities of Seller with respect to any loans or advances made by the Shareholders or any Affiliate to Seller; (m) all other debts, Liabilities, obligations, contracts and commitments (whether direct or indirect, known or unknown, contingent or fixed, liquidated or unliquidated, and whether now or hereinafter arising) arising out of or relating to the ownership, operation or use of any of the Purchased Assets on or prior to the Closing Date or the conduct of the Business of Seller prior to the Closing Date, except only for the liabilities and obligations to be assumed or paid, performed or discharged by Purchaser constituting Assumed Liabilities; and E75 (ixn) except all Liabilities of Seller with respect to any unpaid sales tax as of the Closing Date related to accounts receivable as of such date. Seller shall pay all liabilities not being assumed hereunder by Purchaser within the customary time for payment of such liabilities. It is the Assumed Liabilitiesintent of the parties that upon Closing, any other claim, loss, liability, obligation, damage, cost or expense all employees of SellersSeller will be terminated by Seller and Purchaser will extend offers of employment to such individuals.

Excluded Liabilities. Except Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Subsidiaries will assume or otherwise be responsible for the Assumed any Liabilities of Seller or any of its Subsidiaries of whatever nature, and Seller or one of its Subsidiaries will be responsible for such Liabilities, in no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, and that are not Assumed Liabilities shall not include any liabilities or obligations in respect of (collectively, the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown“Excluded Liabilities”), including workers' compensation claims the following Liabilities: (asserted a) all Liabilities of Seller or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment any of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior its Subsidiaries to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or extent arising out of the operation or conduct by Seller or any of its Subsidiaries of any business other than the Business; (b) all Liabilities of Seller or any of its Subsidiaries to the extent arising out of any Excluded Asset; (c) all Liabilities of Seller or any of its Subsidiaries to the extent related to any current, former or prospective employees, directors or independent contractors of Seller or any of its Subsidiaries, including the Transferred Employees, in each case arising prior to the Closing; (d) all Liabilities of Seller or any of its Subsidiaries under or relating to Employee Benefit Plans, whether such Liabilities arise prior to, on or after the Closing Date; (e) all Indebtedness of Seller or any of its Subsidiaries; (f) all Liabilities of Seller or any of its Subsidiaries to any broker, finder or agent for any investment banking or brokerage fees, finder’s fees or commission and any other fees and expenses, including legal fees, payable by Seller pursuant to Section 13.5 with respect to the Transactions; (g) all Liabilities of Seller or any of its Subsidiaries for Taxes related to the Business or the Acquired Assets attributable to any taxable period (or portion thereof) ending on or prior to the Closing Date in accordance with Section 9.1; (h) all Accounts Payable of Seller or any of its Subsidiaries other than those contemplated by Section 2.3(d); and (i) all Liabilities of Seller or any of its Subsidiaries related to Seller’s joint venture with Xxxxxx Metering Limited; and (j) all Liabilities of Seller or any of its Subsidiaries (other than the Assumed Liabilities) to the extent (but only to the extent) arising from the operation or conduct of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersClosing.

Excluded Liabilities. Except for Seller hereby represents, covenants and agrees that Buyer shall not assume, and shall not in any way become liable for, any contracts, obligations or Liabilities of Seller of any nature whatsoever not included in the Assumed Obligations and Liabilities, in no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, and Assumed Liabilities shall not include any liabilities or obligations in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payablethe following Liabilities, debt which shall be paid, performed or notes payable otherwise discharged by Seller: (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iva) any liability obligation or obligation Liability of Sellers relating to Seller accrued or arising from Sellers' breach of, default under or failure to comply with, at any time prior to incurred by Seller after the Closing Date, whether ; (b) any obligation or not such liability Liability in connection with any customer contract or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability contract or obligation which accrued at agreement retained by Seller or in connection with any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; other Excluded Asset; (vc) any liability or obligation Liability of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or Seller with respect to its outstanding shares of capital stock or any third party warrants, options or governmental claim pending on the Closing Date rights to purchase its shares which may be outstanding; (d) any Liability for deferred Taxes or thereafter initiated based on for Taxes, penalties or interest occurring as a result of an examination of Seller's federal or state Tax returns filed by Seller; (e) any Liability of Seller related to or arising out of any profits sharing plan, defined benefit or contribution plan, money purchase plan or any other employee benefit plan sponsored by Seller relating to its employees; (f) any Liabilities to employees or former employees of Seller, including but not limited to any liability for wages, salary, vacation pay, sick leave pay or any other pay for time not worked, back pay, damages payable under make whole remedies pursuant to Applicable Law governing employment practices; (g) any obligation of Seller to perform this Agreement, and any Liabilities and obligations incurred by Seller in connection with this Agreement or the operation consummation of the Business prior to the Closing Datetransactions provided herein or contemplated hereby, including, without limitation, any liability or obligation fees and expenses of Sellers relating Seller's counsel, accountants and other experts and all other expenses incurred by Seller incident to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement or any transaction incident hereto or contemplated hereby, including expenses incurred in proving or perfecting title to property, Taxes, commissions and the transactions contemplated hereby and any fees and all other expenses of counselSeller pertaining to the performance by it of its obligations under this Agreement; (h) any debt, accountantsobligation or Liability of Seller which may arise out of any litigation, brokerswhether or not described in Schedule 4.5 attached hereto; (i) any of Seller's debts, financial advisors Liabilities and obligations arising out of or other experts of Sellers; and (ix) except for relating to any transactions entered into at or prior to the Assumed LiabilitiesClosing Date, any other claimaction or omission at or prior to the Closing Date or any state of facts existing at or prior to the Closing Date; and (j) any obligations or Liability in connection with any customer deposit retained by Seller, loss, liability, obligation, damage, cost or expense including but not limited to any Liability related to the return of Sellerssuch customer deposits to customers.

Excluded Liabilities. Except for the Assumed Liabilities, in no event shall Purchaser Buyer does not hereby assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, and Assumed Liabilities shall not include at any liabilities time hereafter (including on or obligations in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior to after the Closing Date; (ii) for Taxes (as hereinafter defined) become liable for, any of Sellers the Liabilities of Seller or any prior owner of its Affiliates or any ERISA Affiliate of any of the Business of any kind or for any period; foregoing other than the Assumed Liabilities (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including"Excluded Liabilities"). The Excluded Liabilities shall include, without limitation, any distributions payable, debt or notes payable the following Liabilities: (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iva) any liability Liability of any of Seller or obligation any of Sellers relating to its Affiliates or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency ERISA Affiliate of any of the Division's facilities foregoing whether currently in existence or operations arising hereafter that is pending on not attributable to, or that does not arise out of the Closing Date; conduct of, the Business; (vib) any liability Liability whether presently in existence or obligation of Sellers arising hereafter relating to the breach of any Law an Excluded Asset; (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (viic) any liability Environmental Liability, whether presently in existence or obligation of Sellers under arising hereafter, other than Buyer Environmental Liabilities; (d) any Liability whether currently in existence or arising hereafter relating to fees, commissions or expenses owed to any Employee Benefit Plan (includingbroker, without limitationfinder, investment banker, attorney or other intermediary or advisor employed by Seller or any employment agreements outstanding with Sellers), whether of its Affiliates or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred their respective ERISA Affiliates in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and or otherwise; (e) any fees and expenses Liability the existence of counselwhich constitutes a breach of any representation or warranty of Seller hereunder; (f) any contingent Liabilities of Seller related to any transactions by Seller prior to the date hereof except Liabilities that Buyer has expressly agreed to assume pursuant to the terms of this Agreement; (g) any Liability related to indebtedness of Seller for borrowed money or capitalized leases, accountants, brokers, financial advisors or other experts the guarantee by Seller of Sellers; and (ix) except for the Assumed Liabilities, indebtedness of any other claim, loss, liability, obligation, damage, cost or expense Person; (h) any Liability of SellersSeller arising under this Agreement; and (i) any account payable and payroll of Seller.

Excluded Liabilities. Except The Seller shall retain, and shall be -------------------- responsible for paying, performing and discharging when due, and the Assumed Liabilities, in no event Purchaser shall Purchaser assume, agree to pay, satisfy not assume or discharge or otherwise have any responsibility for any for, the following liabilities or obligations of Sellers, and Assumed Liabilities shall not include any liabilities or obligations in respect of (the following: "Excluded Liabilities"): -------------------- (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and all Taxes of the like related Seller attributable to employee compensation the Business or the Assets for any period period, or any portion of a period any period, ending on or prior to the Closing Date; ; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of liabilities relating to the Business of any kind or for any period; Excluded Assets; (iii) any liability or obligation of Sellers whatsoever Seller under this Agreement or on account of any of the transactions contemplated hereby, Exhibit 2.1 including, without limitation, any liability or obligation of Seller to attorneys, accountants, brokers, or others for services rendered or expenses incurred by or on behalf of Seller, and all other expenses associated with the transfer of the Purchased Assets; (iv) any wages, salary, severance, bonuses, commissions, vacation or holiday pay, post retirement medical benefits, fringe benefits, long-term disability benefits, life insurance benefits, deferred compensation, any duties, obligations or liabilities arising under any employee benefit plan, policy or practice, whether defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended and in effect ("ERISA") or otherwise, relating to the employees of the Business or other amounts due to any employees or former employees of the Business which accrued at any time accrue on or prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent except for the following which shall be Assumed Liabilities: (1) commissions payable to third party sales representatives; (2) quarterly bonuses payable to salesmen; and (3) accrued payroll as of the Closing Date; (v) any liabilities which would arise as either a result of a breach of any of Seller's representations and warranties hereunder, or a breach of any of Seller's covenants or agreements hereunder; (vi) any liabilities or obligations of Seller relating to the matters listed in Section 3.6 of the Disclosure Schedule; (vii) except as otherwise provided in Section 7.4, any tax (including, without limitation, any distributions payablefederal, debt state or notes payable local income, franchise, sales, transfer, recording, documentary or other tax) imposed upon or incurred by Seller arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby; (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (ivviii) any liability or obligation of Sellers Seller relating to to, resulting from, caused by, or arising from Sellers' breach ofout of the ownership, default under operations or failure to comply with, at any time control of the Business by Seller on or prior to the Closing Date, whether arising out of the following: (1) any accident or not such liability occurrence occurring on or obligation arises prior or subsequent to the Closing DateDate resulting in personal injury, sickness, death, property damage, property destruction or loss of use of property arising out of or resulting from the operation of the Business by Seller, (2) any breach of contract claim, wrongful termination claim, employment discrimination claim, any Assumed Liability claim under applicable occupational safety and health, and workers' Exhibit 2.1 compensation claim or Sellers' violation of any law or final order of any federal, state, judicial, quasi-judicial or governmental body, (3) any personal injury, sickness, death or property damage resulting from occurrences occurring on or prior to the Closing Date arising out of a defect or alleged defect of products manufactured or sold by Seller prior to the Closing Date including, without limitation, any such liabilities or obligations for defects or alleged defects in design or failure in a timely manner to pay warn, or (4) any product recall liabilities or perform any other liability warranty liabilities relating to products which were manufactured or obligation which accrued at any time sold by Seller prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on shortage in goods delivered before the Closing Date or thereafter initiated based in transit at the time of the Closing; (5) any violation, liability, penalty, cost, damage, fine, order, judgment or obligation under Environmental Laws to the extent they arise out of acts or omissions occurring on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any the matters disclosed on Section 3.14 of the Division's facilities or operations that is pending on the Closing Date; Disclosure Schedule; (vi6) any liability or obligation of Sellers relating to the breach of any Law indebtedness for borrowed money; and (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii7) any liability other liabilities (whether contingent, actual or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellerscontractual), whether obligations, claims, or commitments, disclosed or undisclosed, of the Seller which are not such liability or obligation arises prior expressly disclosed to or subsequent and assumed by Purchaser pursuant to the Closing Date; Section 2.2 (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellers.a). Exhibit 2.1

Excluded Liabilities. Except for the Assumed LiabilitiesNotwithstanding any other -------------------- provision of this Agreement, in no event PHP shall Purchaser not assume, agree to pay, satisfy or discharge or otherwise have be responsible for, any responsibility for any of the following liabilities or obligations of Sellersthe Plan, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown ("Excluded Liabilities"): (a) Liabilities for Taxes; (b) Liabilities for violation of any Laws, including any Environmental Laws, including without limitation, liabilities relating to the alleged exposure of medical group personnel to glutaraldehyde; (c) Liabilities relating to Excluded Assets; (d) Liabilities of the Plan under this Agreement and Assumed the Related Agreements; (e) Liabilities shall for medical malpractice claims relating to services provided or omitted to be provided prior to the Closing; (f) Liabilities incurred prior to the Closing in connection with medical records; (g) Liabilities or obligations of the Plan with respect to incurred but not include reported claims as of the Closing Date. For this purpose, a claim is incurred on the date of service and not the date the claim is submitted or paid; (h) Liabilities or obligations for medical services provided to Covered Persons in any Institutional Care Facility (as defined in the Health Services Agreement) through the date of discharge (whether before or after the Closing) for all Covered Persons admitted to such an Institutional Care Facility on or prior to the Closing Date; (i) Liabilities or obligations of the Plan with respect to indebtedness for borrowed money; (j) Except as set forth in Sections 2.2(c) and 6.7, liabilities or obligations of the Plan arising out of any HIP Benefit Plan established or maintained by the Plan or to which the Plan contributes, or any liability of the Plan relating to the termination of any such HIP Benefit Plan or the participation of Employees of the Plan in any such HIP Benefit Plan; (k) Except as specifically set forth in Sections 2.2(c) and 6.7, liabilities or obligations in respect of any Employee or former employee of the following: Plan, including without limitation (i) any liability to make payments for accrued salarysick days, (ii) any liability to pay any retention bonus, accrued vacation days, unpaid wages or overtime obligations, (iii) any liability to make severance payor similar payments, paid time off(iv) any employment agreement, officerswhether or not written, between the Plan and any employee and (v) any claim of an unfair labor practice, or any claim under state unemployment compensation or any federal or state workers' incentive sales bonuses, compensation law or regulation or any claim of harassment or discrimination under any other bonuses and federal or state employment law or regulation, or employment policy of the like related Plan, which shall have been asserted on or prior to employee compensation for any period the Closing Date or portion of a period is based on acts or omissions which occurred on or prior to the Closing Date; ; (iil) for Taxes (as hereinafter defined) of Sellers Liabilities or any prior owner of the Business obligations arising out of any kind Proceedings pending or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time threatened prior to the Closing Date, whether or not such liability based on acts or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time omissions which occurred prior to the Closing DateClosing, whether or not such liability or obligation arises prior or subsequent including without limitation the Proceedings described in Schedule 4.8 hereto; ------------ (m) Liabilities to the Closing Date, indemnify any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out person by reason of the operation fact that such person was a director, officer, employee or agent of the Business prior to Plan or was serving at the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any request of the Division's facilities Plan as a partner, trustee, director, officer, employee or operations that is pending on the Closing Dateagent of another entity; and (vin) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) Any and labor laws); (vii) any liability or obligation of Sellers all other liabilities and obligations not expressly assumed under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersSection 2.2 hereof.

Excluded Liabilities. Except for It is expressly understood and agreed that, notwithstanding anything to the Assumed Liabilitiescontrary in this Agreement, in no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, and Assumed Liabilities shall not include any liabilities or obligations in respect of the following: following (collectively, the “Excluded Liabilities”): (i) for accrued salaryAll obligations and liabilities assumed by, severance pay, paid time off, officers' incentive sales bonusesor which are otherwise the responsibility of, any other bonuses Asset Seller pursuant to this Agreement in accordance with Articles VIII and IX; (ii) All liabilities and obligations of any Asset Seller for costs and expenses incurred in connection with this Agreement or the like related consummation of the transactions contemplated by this Agreement; (iii) All liabilities and obligations to employee compensation for any period or portion make payments to employees of a period the Business pursuant to retention agreements, change of control agreements and/or bonus agreements, each relating specifically to the consummation of the transaction contemplated by this Agreement entered into prior to the Closing Date; between PKI or one of its Subsidiaries and such employees; (iiiv) for Taxes (as hereinafter defined) of Sellers or any prior owner All liabilities and obligations related to employees of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior business divested pursuant to the Closing DateXenon Transaction employed by any Asset Seller or Business Subsidiary, whether or not such liability liabilities and obligations arise prior to, on, or obligation arises prior or subsequent to following the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation arising (A) from the termination of Sellers such employees or (B) relating to or arising from Sellers' breach of, default the coverage of such employees under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; Business Benefit Plan; (v) any liability or obligation of Sellers All liabilities and obligations in connection with (whether or not such liability or obligation arises prior to or subsequent to the Closing DateA) arising solely out of or Indebtedness (other than capitalized leases with respect to any third party or governmental claim pending on aggregate payment obligations following the Closing Date or thereafter initiated based on or arising out of not exceeding $200,000), (B) purchase money debt and (C) earnouts, including the operation of the Business prior earnout pursuant to the Closing DateStock Purchase Agreement, includingdated January 16, without limitation2009, any liability or obligation of Sellers relating whereby PKI Sensors agreed to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Datepurchase Opto Technology, Inc; and (vi) any liability or obligation All liabilities and obligations of Asset Sellers relating not related to the breach Business (including any liabilities and obligations related to the business divested pursuant to the Xenon Transaction, including all liabilities and obligations of any Law PKI under the Master Purchase and Sale Agreement, dated May 14, 2010, by and between PKI and Xenon Technologies (includingCayman) Limited (“Xenon Parent”), without limitationdated June 30, Environmental Laws 2010, (the “Xenon Sale Agreement”), the Common Know-How Agreement, by and between PKI and Xenon, dated June 30, 2010, and the Transition Services Agreement by and between PKI and Xenon Parent, dated June 30, 2010 (the “Xenon Transition Services Agreement”), and liabilities of PKI Subsidiaries under the local transfer agreements pursuant to the Xenon Sale Agreement, other than liabilities and obligations arising after the Closing Date under the lease agreement between Xenon Technologies (Germany) GmbH (as hereinafter definedtenant) and labor laws); PKI Germany Opto (viias landlord) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (includingdated June 30, without limitation2010, any employment agreements outstanding with Sellers)regarding premises at Xxxxxx-Xxxxxx-Xxxxxxx 00, whether or not such liability or obligation arises prior to or subsequent to X-00000 Xxxxxxxxx, Xxxxxxx, the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Common Know-How Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersXenon Transition Services Agreement.

Excluded Liabilities. Except for the Assumed Liabilities, in no event Buyer shall Purchaser assume, agree to pay, satisfy not assume or discharge or otherwise have any responsibility become responsible for any of the following liabilities or obligations of the Sellers (collectively, the "Excluded Liabilities"), whether accrued, absolute or contingent and Sellers shall be responsible for the Excluded Liabilities: (a) any liabilities and obligations for taxes of Sellers or any subsidiary or parent entity of Sellers, and Assumed Liabilities shall not include except to the extent included in the determination of Certified Net Working Capital (as herein defined); (b) any liabilities and obligations that accrue or will accrue to the Sellers under this Agreement; (c) any liabilities and obligations to any Person in respect to indebtedness for money borrowed; (d) any liabilities and obligations that arise under ERISA (as herein defined) as a result of Sellers being an ERISA Affiliate of certain other Persons and that do not relate to actions or omissions of the following: Company; (e) any final payment obligations of Sellers to MB Associates or its owners, Sellers agreeing to make such payment contemporaneously with Closing; (f) any obligations (i) for accrued salaryto those sixteen salaried employees of Sellers that Buyer indicated in a letter to Sellers dated May 1, severance pay2003 that it will not hire ("Terminated Employees") and does not hire within six months of Closing, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior to the Closing Date; (ii) for Taxes any payments in connection with a change-in-control of Sellers, including, but not limited to, completion bonus payments or bonus awards; (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iiig) any liability or obligation liabilities of Sellers whatsoever which accrued at any time prior JPE that do not relate to the Closing Date, whether Company or not such liability or obligation arises prior or subsequent to the Closing DatePurchased Assets, including, without limitation, any distributions payableliabilities relating to Excluded Assets, debt any liabilities in connection with the sale of assets and stock of Dayton Parts and any liability to shareholders of JPE; (h) any liabilities of Company to Shareholder or notes payable ASC, Incorporated or of Shareholder to Company or ASC, Incorporated; (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (ivi) any liability or obligation of Sellers relating to or arising resulting from Sellers' breach of, default under or failure to comply with, at any time a lawsuit commenced by a third party against (x) a Seller prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to (y) Buyer after the Closing Date, any Assumed Liability or Sellers' failure but in the case of (y) only to the extent relating to a timely manner to pay or perform any other liability or breach by a Seller of an obligation which accrued at any time of a Seller in the operation of the business of the Company prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; and (vj) any liability or obligation of Sellers (whether or not such liability or obligation arises prior Company to or subsequent to the Closing Date) arising solely out of or with vendors, General Motors and Sports Carrier Inc. in respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersGMT 265 program.

Excluded Liabilities. Except for the Assumed Liabilitiesliabilities that Buyer will assume pursuant to Section 1.3, in no event shall Purchaser assume, agree to pay, satisfy Buyer will not assume or discharge or otherwise have any responsibility be obligated for any liabilities other liability, obligation or obligations commitment of SellersSeller, and Assumed Liabilities shall not include direct or indirect, known or unknown, absolute or contingent, including any liabilities or obligations in respect of the following: : (ia) for accrued salaryany foreign, severance payfederal, paid time offstate, officers' incentive sales bonuses, any county or local income or other bonuses and tax arising from the like related operation of the Security Business or the ownership of the Assets to employee compensation for any period be Acquired on or portion of a period prior to the Closing Date; ; (iib) for Taxes (as hereinafter defined) any liability, obligation or commitment of Sellers Seller to its creditors, whether arising out of contract or tort, or to any party holding a lien on any of Seller's assets or any prior owner liability to any present or former shareholder of Seller; (c) any employee obligation, including any obligation for wages, commissions, vacation and holiday pay, sick pay, bonuses, severance pay, pensions, or any obligation under any collective bargaining agreement, employment agreement or employment at-will relationship, or any obligation to hire any employee of Seller after the Business Closing Date (provided that Buyer shall have the right, if it so desires, to hire any of such employees without restriction hereunder); (d) any kind liability, obligation or for any period; commitment incurred by Seller after the Closing Date; (iiie) any liability relating to any predecessor of Seller or obligation relating to 21st Century Fire & Burglar Alarm Systems, Inc., 21st Century Burglar Alarm, Inc., 21st Century Enterprises, Inc., Burl Xxxx xx Burl Xxxx XXX, or to any of Sellers whatsoever which accrued at any time prior to the Closing Datetheir creditors or shareholders (collectively, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable " 21st Century"); (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (ivf) any liability or obligation the existence of Sellers relating to or arising from Sellers' which would constitute a breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending representations, warranties and covenants of Seller hereunder, including any such liabilities disclosed on the Closing Dateany Schedule; or (vig) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost obligation or expense of Sellerscommitment not expressly assumed by Buyer hereunder.

Excluded Liabilities. Except as expressly set forth in this Agreement, Buyer does not assume and will not be liable for any of the Assumed Liabilitiesdirect or indirect debts, in no event shall Purchaser Claims, Interests, Encumbrances, obligations or liabilities of Seller, any Affiliate of Seller, the Business, or any Member, whenever arising and of whatever type or nature. In particular, but without limiting the foregoing, Buyer will not assume, agree and will not be deemed by anything contained in this Agreement (other than to paythe extent expressly provided in Section 1.3 above) to have assumed and will not be liable for any debts, satisfy obligations or discharge liabilities of Seller, any Affiliate of Seller or the Business whether known or unknown, contingent, absolute or otherwise have any responsibility for any liabilities and whether or obligations of Sellers, and Assumed Liabilities shall not include any liabilities they would be included or obligations disclosed in respect financial statements prepared in accordance with GAAP (the “Excluded Liabilities”). Without limitation of the followingforegoing, the Excluded Liabilities include debts, Claims, Interests, Encumbrances, liabilities and obligations: (ia) for accrued salaryunder any real estate lease or any contract or agreement to which Seller is a party or by which Seller or the Business is bound that is not, severance payas of the Closing Date, paid time offlisted as an Assigned Contract on Schedule 4.17 or any Personal Property Lease by which Seller or the Business is bound that has not been listed as an Assigned Personal Property Lease on Schedule 4.8; (b) with respect to any Assigned Contract or Assigned Personal Property Lease, officers' incentive sales bonuses, any other bonuses and arising from the like related to employee compensation for any period or portion of a period prior to the Closing Date; (iic) for Taxes arising out of any arrangements, agreements, understandings or commitments (as hereinafter definedincluding any collective bargaining agreements) with or on behalf of Sellers any employees or any prior owner of independent contractors providing professional medical or nursing services to the Business of any kind to which Seller is a party or for any period; (iii) any liability or obligation of Sellers whatsoever by which accrued at any time Seller is bound from the period prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (vd) arising out of Seller’s obligation under the CBA or otherwise required under the National Labor Relations Act to engage in effects bargaining with the Union; (e) for, or relating to, any liability or Employee Benefit Plan; (f) for any obligation of Sellers (whether or not such liability or obligation arises for Taxes from the period prior to or subsequent to the Closing Date; (g) arising solely out for any liability for local or state sales, use or transfer tax and taxes that may be imposed upon the sale or assignment of or with respect the Acquired Assets pursuant to any third party or governmental claim pending on this Agreement and the Assignment and Assumption and Xxxx of Sale from the period prior to the Closing Date Date; (h) for any damages or thereafter initiated based on injuries to persons or property or for any malpractice, tort or strict liability arising out of from events, actions or inactions in the Business or the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency ; (i) arising out of any of litigation arising with respect to the Division's facilities period prior to the Closing Date, whether or operations that is not threatened or pending on or before the Closing Date; (vij) any liability incurred by Seller or obligation of Sellers relating the Business for borrowed money from the period prior to the breach of any Law Closing Date or that otherwise constitute Indebtedness (including, without limitation, Environmental Laws (as hereinafter defined) and labor lawsincluding the Prepetition Loan Facilities); (viik) for any liability accounts payable of Seller or obligation any Affiliate of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises Seller from the period prior to or subsequent to the Closing Date; and (viiil) for amounts due or that may become due to Medicare, DCM or any liability other health care reimbursement or obligation of Sellers arising out of or incurred in connection with the negotiationpayment intermediary, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts third-party payor on account of Sellers; any payment adjustments attributable to any period prior to the Closing Date, or any other form of Medicare or other health care reimbursement recapture, adjustment or known overpayment whatsoever, or any violation of any Law by Seller relating to Medicare, DCM or any other payor program, Case 14-00279 Doc 478 Filed 08/15/14 Entered 08/15/14 16:29:05 Desc Main Document Page 11 of 111 692183/15/PHOENIX including fines and (ix) penalties, with respect to any period prior to the Closing Date. The intent and objective of Buyer and Seller is that, except for the Assumed Liabilitiesliabilities explicitly assumed by Buyer hereunder, Buyer does not assume, and no transferee liability will attach to Buyer pertaining to, any other claim, loss, liability, obligation, damage, cost or expense of Sellersthe Excluded Liabilities.

Excluded Liabilities. Except for as specifically set forth in SECTION 2.4 below, the Assumed LiabilitiesBuyer assumes NO liabilities, in no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities debts or obligations of Sellersthe Seller of any nature whatsoever, whether absolute, accrued, contingent or otherwise, or whether due or to become due (collectively, the "EXCLUDED LIABILITIES"). The Seller covenants and agrees that it shall cause, at no expense or cost to the Buyer, all Excluded Liabilities to be fully paid, discharged and satisfied as of the Closing Date or shall fully pay, discharge and satisfy such Excluded Liabilities when due and payable after the Closing Date, as applicable, at no expense or cost to the Buyer. Without limiting the generality of the foregoing, the parties specifically acknowledge and agree that the Excluded Liabilities shall include (but not be limited to), and Assumed Liabilities Buyer shall not include assume no liability, debt or obligation of the Seller for, (i) any and all obligations and liabilities under the Excluded Contracts arising before or obligations after the Closing; (ii) any Warranty Claims in respect of goods or services sold by the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period Business prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers which are requested, demanded or imposed by any prior owner customer of the Business of any kind prior to or for any periodwithin twelve (12) months following the Closing; (iii) any liability or obligation of Sellers whatsoever which accrued at any time rebates earned by customers prior to the Closing Date(iv) any and all debts, whether liabilities and obligations relating to, arising out of or not such liability or obligation arises resulting from (A) the Seller's employment of the Employees prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdraftsall obligations, if any, for payment of salary, bonus and commission amounts, severance payments, or other amounts accrued as of the Closing Date), insurance related liabilities (whether known or unknown)other than the vacation benefit liability set forth on EXHIBIT K hereto, including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts)which shall be the obligation of the Buyer and (C) the Seller's sponsorship, funding or management of the Seller Plans and litigation or claims Other Benefit Obligations of the Seller; and (including, without limitation, EEOC and employment practices claims); (ivv) any liability or obligation and all other liabilities and obligations arising out of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time the conduct and ownership of the Purchased Assets and the Business by the Seller prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellers.

Excluded Liabilities. Except Buyer shall not assume, nor shall Buyer become responsible for, any Liabilities of Seller or Seller’s Affiliates other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), which Excluded Liabilities shall include, without limitation, the following Liabilities, all of which shall remain the Liabilities of Seller or Seller’s Affiliates: a) all Liabilities of Seller and Seller’s Affiliates arising under this Agreement, the Other Agreements or from the consummation of the transactions contemplated hereby or thereby; b) all Liabilities of Seller and Seller’s Affiliates arising under or related to the Transaction Written Consent or the Information Statement other than Liabilities related to information provided by Buyer about itself or its Affiliates; c) all accounts payable, including all intercompany payable balances, or any trade payables owing by Seller or Seller’s Affiliates; d) any Liabilities under Contracts of Seller or its Affiliates other than the Liabilities relating to Transferred Contracts that are assumed under Section 2.3(a); e) any Liability to any current or former employee or independent contractor (to the extent not a party to a Transferred Contract) of Seller or any of its Affiliates arising at any time, including without limitation for the Assumed Liabilities, payment of any and all wages or accrued and unused vacation time or for the reimbursement of any expenses incurred by such employees or contractors in no event shall Purchaser assume, agree connection with services provided to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellersthe Seller, and Assumed any Liabilities shall not include in connection with or arising from any liabilities or obligations in respect termination by Seller of the following: (iemployment of any employee or contractor; f) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related Liability arising from or relating to employee compensation for any period injury or portion damage to person or property allegedly caused or resulting from use of a period any Product prior to the Closing Date; (ii; g) for Taxes (as hereinafter defined) any Liabilities of Sellers Seller arising from any breach or any prior owner of the Business default by Seller of any kind contract, agreement or commitment of Seller; h) any Liability with respect to Taxes of Seller for any period; (iii; i) any liability or obligation of Sellers whatsoever which accrued at any time prior Taxes attributable to the Closing Date, whether or not such liability or obligation arises prior or subsequent to Acquired Assets and the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or Business arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan period (including, without limitation, or portion of any employment agreements outstanding with Sellers), whether period) ending on or not such liability or obligation arises prior to or subsequent to before the Closing Date; (viiiClosing; j) any liability Liabilities under or obligation of Sellers in connection with any Excluded Assets; k) any Liabilities arising out of or incurred in connection with directly relating to ownership or operation of the negotiation, preparation and execution Acquired Assets prior to the Closing; and l) all Liabilities of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors Seller or its Affiliates other experts of Sellers; and (ix) except for than the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellers.

Excluded Liabilities. Buyer shall not be obligated with respect to any Assumed Liabilities except to the extent that it constitutes a valid and legally enforceable claim against Seller. Except for the Assumed LiabilitiesLiabilities specifically assumed by Buyer as aforesaid, in no event shall Purchaser assumeBuyer is not assuming any other debts, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of SellersSeller or Stockholders, including, without limitation, the following: A) All trade and other accounts payable and accrued expenses whether or not reflected and reserved for in the Financial Statements; B) All debts, liabilities and obligations of Seller payable to lenders, vendors and other third parties other than those agreed upon as Assumed Liabilities shall not include any Liabilities; C) All liabilities or and obligations in respect of Seller for foreign, federal, state and local taxes including, without limitation, interest and penalties relating thereto, relating to the operation of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion business of a period Seller prior to the Closing or related to the transfer, conveyance and assignment of the Purchased Assets contemplated by this Agreement, including, without limitation, sales, use, property, franchise, gross receipts, excise and income taxes. This provision, notwithstanding, Buyer acknowledges that Buyer shall be liable for, and shall timely pay, sales and use taxes 6 associated with the transfer of the Purchased Assets, and will further indemnify and hold Seller and Stockholders harmless therefrom; D) All liabilities and obligations to Seller's customers with respect to alleged shortages and defects in products delivered to customers or in transit to customers prior to the Closing and shipped to customers after the Closing seeking return or replacement of products pursuant either to product warranties extended by Seller prior to the Closing or product warranties or obligations implied or provided by law; E) All liabilities and obligations of Seller and/or Stockholders under this Agreement or with respect to or arising out of the transactions contemplated hereby; F) All liabilities and obligations of Seller and/or Stockholders which violate any representation, warranty, covenant or agreement of Seller or Stockholders contained herein; G) All liabilities and obligations (other than the Assumed Liabilities), including damages, fines and penalties, with respect to pending or threatened litigation, suits, claims, demands or governmental proceedings; H) Any obligation or liability arising out of or resulting from Seller's non-compliance with any federal, state, local or foreign law, regulation, order or administrative or judicial determination, including, without limitation, those relating to the environment and Environmental Matters (as hereinafter defined), employment practices or the health and safety standards applicable to employees of Seller, which arise out of or relate to an occurrence, condition, facts or circumstances existing on, before or as of the Closing Date; I) All claims, demands, liabilities or obligations of any nature whatsoever which arise out of or which are based on events occurring or material known conditions existing on or before the Closing Date or which relate to products sold or services performed by Seller on or before the Closing Date whether founded upon negligence, breach of warranty, strict liability in tort and/or other legal theory, seeking compensation or recovery for or relating to injury to person or damage to property, notwithstanding that the date on which the injury, claim, demand, liability or obligation was or is either before or after the Closing Date; J) Subject to Section 4.06, all claims, demands, obligations or liabilities including cost and expense of defense or whether arising out of, based upon or related to workers' compensation or employer's liability claims, negligence, strict liability in tort and/or other legal theory seeking compensation and/or recovery and arising out of injuries and occupational diseases identifiably sustained by employees of Seller on or before the Closing Date; K) All liabilities and obligations arising from the breach or default of Seller, prior to or on the Closing Date, of any lease, contract, engagement or commitment, including, without limitation, those referred to in Sections 1.01(E) or 1.01(F); L) All liabilities and obligations of Seller and Stockholders in connection with the conduct of any business of Seller and Stockholders other than the present business of Seller; M) Liabilities for claims for severance and termination and for payments in lieu of notice of termination made by employees of Seller who are terminated by Seller prior to or on the Closing Date or by reason of Seller's failure to comply with the Worker Adjustment and Retraining Notification Act; N) All liabilities, debts and obligations relating to any employee profit sharing plans and savings and stock ownership plans and pension or retirement plans, health, welfare and other employee entitlement plans; provided, however, that Seller shall set forth vested accrued employee vacation time on Schedule 2.02(N), which Seller shall pay in full to said employees within two (2) business days following termination of employment which termination shall occur at the end of business on the Closing Date; O) Any liabilities imposed under law, whether now existing or hereafter enacted, relating to the environment, health or safety and arising out of any act or event occurring prior to or on the Closing Date; (iiand P) for Taxes Any agreement, understanding or commitment to which Seller and any Stockholder or any Affiliate (as hereinafter defined) of Sellers or Seller are presently a party to that relates to any prior owner aspect of the Business business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing DateSeller, including, without limitation, any distributions payablecontract, debt agreement or notes payable other arrangement (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability i) providing for the payment furnishing of deductible amounts)services by, and litigation (ii) providing for lease, management, rental or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability purchase of real or obligation of Sellers relating personal property to or arising from Sellers' breach offrom, default under or failure (iii) otherwise requiring payments to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Dateperson, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out member of the operation family of the Business prior to the Closing Dateany such person or any corporation, limited liability company, limited partnership, partnership, trust or other entity in which any such person has an interest or is an officer, director, trustee or partner, including, without limitation, any liability or obligation of Sellers relating all accounts payable and notes payable owed by Seller to any investigation officer, director and/or employee of Seller. The debts, liabilities and obligations of Seller referred to in Sections 2.02(A) through 2.02(P) which are not being assumed by any governmental agency of any of Buyer as aforesaid are hereinafter collectively referred to as the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed "Excluded Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellers."

Excluded Liabilities. Except for Buyer is assuming only the Assumed Liabilities, in no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, Liabilities from CellStar and Assumed Liabilities shall its Subsidiaries and is not include any liabilities or obligations in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, assuming any other bonuses Liability of CellStar or any of its Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities of CellStar or its Subsidiaries shall be retained by and remain Liabilities of CellStar or its Subsidiaries, as applicable (all such Liabilities of CellStar or its Subsidiaries not being assumed being herein referred to as the like related to employee compensation for any period or portion of a period prior “Excluded Liabilities”), including without limitation, the following (which shall be Excluded Liabilities): (a) all Liabilities to the Closing Date; (ii) for Taxes (as hereinafter defined) extent arising out of Sellers or relating to the operation or conduct by CellStar or any prior owner of the Business its Subsidiaries of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing DateRetained Businesses, including, without limitation, any distributions payableoutstanding checks of CellStar or any of its Subsidiaries, debt and those Liabilities set forth on Schedule 2.05(a); (b) all Liabilities to the extent arising out of or notes relating to any Excluded Asset; (c) all Liabilities and commitments of CellStar and its Subsidiaries in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 7.02; (d) any compensation or benefits payable (includingto present or past employees of CellStar or any of its Subsidiaries, including without limitation, bank overdraftsany Liabilities arising under any Employee Plan or other employee benefit plan and any of CellStar’s or its Subsidiaries’ obligations for vacation, holiday or sick pay, including obligations thereof for vacation or holiday pay accrued prior to Closing for employees who are not Transferred Employees; (e) subject to the provisions of Article 8 hereof (including Schedule 8.01(i) and Schedule 8.01(ii)), insurance related any 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 CellStar of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated by the Transaction Documents; (whether known or unknownf) except as otherwise provided in Article 8 hereof (including Schedule 8.01(i) and Schedule 8.01(ii)), including workers' compensation claims all Liabilities and commitments relating to (asserted i) current or unassertedformer employees of CellStar or any of its Subsidiaries, whether (ii) current or not reported and whether former employees (A) that are expressly retained by CellStar pursuant to Article 8 or not reserved forSchedule 2.05(f) annexed hereto or (B) for which a specific prepaid asset (e.g., and including liability for the payment of deductible amountsan insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and litigation conditions of the applicable Employee Plan (in the case of a Liability or claims commitment relating to an Employee Plan); (includingiii) employees who, without limitationas of the Closing Date, EEOC and employment practices claims)are on a leave of absence resulting from a reduction in force or a “bridging” of age and/or service credit for purposes of an Employee Plan; (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time compensation deferred by employees prior to the Closing Date; and (v) stock option and other equity-based compensation plans of CellStar; (g) all Indebtedness and capital lease obligations of CellStar and its Affiliates and Subsidiaries; (h) all obligations to any broker, whether finder or not such liability agent for any investment banking or obligation arises brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which CellStar is responsible pursuant to Section 12.03; (i) all indemnification obligations owed to any Person who is or was an officer or director of CellStar or any Subsidiary prior to the Closing in respect of actions or subsequent omissions occurring prior to the Closing; (j) all Environmental Liabilities including with respect to any release of Hazardous Materials after the Closing Date to the extent said Environmental Liabilities arise from or in connection with conditions, events or circumstances occurring on or before the Closing Date, any Assumed Liability including without limitation the migration of Hazardous Materials which were released on or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether ; (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or not such liability or obligation arises prior to or subsequent to the Closing Date; imprisonment; (vl) any liability Liabilities of CellStar or obligation any of Sellers (whether or not such liability or obligation arises prior its Affiliates relating to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of state and federal securities laws, rules, and regulations, fiduciary duties, the operation Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), the listing requirements of the Business prior to over-the-counter market, Pink Sheets or other national securities exchange or other automated interdealer quotation system on which the Closing Dateshares or debt securities of CellStar or any Subsidiary thereof are or have been listed, including, without limitation, any liability or obligation of Sellers relating to in connection with any investigation by the National Association of Securities Dealers, Inc. or any governmental agency of criminal investigation by any of the Division's facilities state, federal or operations that is pending on the Closing Date; foreign authority; (vim) any liability Liabilities of CellStar, its Subsidiaries or obligation of Sellers relating current or former Affiliates thereof, if any, other than the Assumed Liabilities; (n) all Liabilities to the breach extent arising out of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan right, title, or interest in or to (includingi) the trademarks and/or service marks (including stylized and design marks) “Celular Express”, without limitation“Celular Express Mucho Mas Que Telefonia Celular”, any employment agreements outstanding with Sellers)“Inovacion y Tecnologia Movil”, whether or not such liability or obligation arises prior to or subsequent to the Closing Date“Celex” and “Pin Virtual”, and all registrations and applications therefor; (viiiii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation domain names “xxxxxxxxxxxxxx.xxx.xx” and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers“xxxxx.xxx.xx”; and (ixiii) except for the Assumed Liabilitiescompany names “Celular Express S.A. de C.V.”, any other claim“Celular Express Management S.A. de C.V.”, loss“Communicacion Inalambrica Inteligente, liability, obligation, damage, cost or expense of SellersS.A. de C.V.”; and (o) all Liabilities which are indicated on a Schedule hereto as being excluded liabilities.

Excluded Liabilities. Except for the Assumed Liabilities, in no event Buyer shall Purchaser assumenot assume by virtue of this Agreement, agree to paythe Assumption Agreement or any other Ancillary Agreement, satisfy or discharge the transactions contemplated hereby or otherwise have any responsibility for any liabilities thereby, or obligations of Sellersotherwise, and Assumed shall have no liability for, any Liabilities shall not include of Seller (the “Excluded Liabilities”), including any liabilities or obligations of the following Liabilities: (a) any Liabilities of Seller in respect of any Excluded Assets or other assets of Seller that are not Purchased Assets, except to the following: extent caused by the acts or omissions of Buyer or its Representatives or Buyer’s ownership, lease, maintenance or operation of the Purchased Assets; (b) any Liabilities in respect of Taxes attributable to the Purchased Assets for taxable periods ending before the Closing Date; (c) any Liabilities of Seller (i) for accrued salaryarising from the breach or default by Seller, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, whether of any Transferred Contract, Transferred Permit or not such liability Transferred Intellectual Property or obligation arises prior (ii) in respect of any other contract, agreement, personal property lease, permit, license or subsequent other arrangement or instrument entered into by Seller; (d) subject to the Closing Date, including, without limitationSection 3.03, any distributions payment obligations of Seller, including accounts or notes payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether ; (e) any fines and penalties imposed by any Governmental Authority resulting from any act or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time omission by Seller that occurred prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; ; (vf) any liability income Taxes attributable to income received by Seller; (g) any Liability of Seller arising as a result of its execution and delivery of this Agreement or obligation any Ancillary Agreement, the performance of Sellers its obligations hereunder or thereunder, or the consummation by Seller of the transactions contemplated hereby or thereby; (whether or not such liability or obligation arises prior to or subsequent to the Closing Dateh) arising solely out any Liability of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated Seller based on Seller’s acts or arising out of omissions after the operation of the Business Closing; and (i) any and all Environmental Liabilities and Tort Liabilities accruing, arising, existing or occurring prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellers.

Excluded Liabilities. Except Anything in this Agreement to the contrary notwithstanding, the Seller shall be responsible for all of the Assumed Liabilities, in no event liabilities and obligations not hereby expressly assumed by the Buyer and the Buyer shall Purchaser not assume, agree to payor in any way be liable or responsible for, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellersthe Seller except as specifically provided by Section 2.7(a) herein (the “Excluded Liabilities”). Without limiting the generality of the foregoing, and Assumed Liabilities the Buyer shall not include assume any liabilities or obligations in respect of the following: : (i) for accrued salaryany liability or obligation under Contracts, severance payOther Contracts or other agreements to which the Seller is a party or by or to which the Seller or any of its assets, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period properties or portion of a period prior to the Closing Date; rights is bound or subject which is not reflected on Schedule 2.7(a)(i) or Schedule 4.12; (ii) for Taxes (as hereinafter defined) any liability or obligation arising out of Sellers or relating to any prior owner of the Business of any kind or for any period; items on Schedule 2.7(b); (iii) any liability or obligation arising out of Sellers whatsoever which accrued at (i) the conduct of the Business, whether prior to or after the Closing Date and prior to the Completion Date pursuant to the terms and conditions of the Transition Agreement; (ii) the employment or termination of employment by the Seller of any time of Seller’s employees, whether before or after the Closing Date or Completion Date and whether or not such employees become Transferred Employees; (iii) the retention by the Seller of any agents or contractors, whether before or after the Closing Date or Completion Date; or (iv) any workers’ compensation claims filed by any employee or former employee or other service provider of the Seller in connection with any employment with or service to the Seller, whether prior to or after the Closing Date and prior to the Completion Date; (iv) any liabilities related to (i) income Taxes of the Seller, (ii) Taxes attributable to the transfer of the Purchased Property pursuant to this Agreement, (ii) all other Taxes attributable to periods ending on or prior to the Closing Date, whether Date or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent Completion Date pursuant to the Closing Dateterms of the Transition Agreement, any Assumed Liability or Sellers' failure in a timely manner to pay or perform and (iii) Taxes of any other liability Person pursuant to an agreement or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Dateotherwise; Table of Contents (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect under Environmental Laws attributable to any third party acts, omissions, or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business conditions occurring prior to the Closing Date, including, without limitationbut not limited to, any liability or obligation with respect to the release, handling, discharge, treatment, storage, generation, disposal, or presence of Sellers Hazardous Materials, other than any liability or obligation arising under Environmental Laws and relating to matters disclosed on Schedule 4.16 in which case Buyer shall assume such liabilities and obligations but only to the extent such liabilities and obligations are directly due to any investigation action taken by any governmental agency of any of the Division's facilities or operations that is pending on Buyer after the Closing Date; Date based on a comparative negligence standard; (vi) any liability or obligation of Sellers relating unrelated to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); Purchased Property; (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to for Taxes imposed on the Closing Date; Seller; (viii) any liability or obligation of Sellers arising out the Seller under any Seller Employee Benefit Plan; and (ix) fees or expenses of or the Seller incurred in connection with the negotiation, preparation and execution of this Agreement and respect to the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellersherein.

Excluded Liabilities. Except for Other than the Assumed Liabilities, in all Liabilities of Seller (the "Excluded Liabilities") shall remain the sole responsibility of Seller and shall be retained, paid, performed and discharged solely by Seller, and Buyer shall have no event shall Purchaser assume, agree to pay, satisfy Liability or discharge or otherwise have any responsibility for any liabilities Excluded Liabilities. The definition of "Excluded Liabilities" shall include, without limitation: (a) any Liability for Taxes to the extent arising from or obligations of Sellers, and Assumed Liabilities shall not include any liabilities or obligations in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related relating to employee compensation for any period or portion of a period Seller's activities prior to the Closing Date; ; (iib) for Taxes all indebtedness, capital lease obligations and other financing arrangements, other than those assumed by Buyer pursuant to any Assigned Contract; (as hereinafter definedc) any Liability arising out of Sellers or in any prior owner of way connected with any litigation, action, suit, investigation, indictment, information or arbitration relating to Seller or the Business of any kind or for any period; (iii) any liability the Purchased Assets to the extent arising from or obligation of Sellers whatsoever which accrued at any time relating to events or omissions prior to the Closing Date, whether or not such liability disclosed to Buyer; (d) any Liability arising from or obligation arises relating to any Excluded Asset; (e) any Liabilities incurred by Seller not included in the Assumed Liabilities; (f) any Liabilities arising from any breach or default by Seller of an Assigned Contract prior or subsequent to the Closing Date, including, without limitation; (g) any Liabilities of Seller incurred in connection with any business or activity of Seller other than the Business; (h) except for the Liabilities assumed pursuant to Section 1.3(c), any distributions payableLiability under an Assigned Contract which arises after the Closing Date, debt but which arises out of a breach or notes payable default that occurred before the Closing Date; (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (ivi) any liability Liability under or obligation of Sellers in connection with (A) the Employee Benefit Plans or relating to payroll, unused vacation, sick leave, worker's compensation, unemployment benefits, pension benefits, employee stock options, health care plans or benefits, or any other employee plans or benefits of Seller of any kind for Seller's employees or former employees, or both, (B) any multiemployer plan (as defined in Section 3(37) and 4001(a)(3) of ERISA) or (C) COBRA (as hereinafter defined) with respect to any current, active or former employees of Seller or Parent (and their respective spouses and dependents); (j) any Liability under any employment, severance, retention, or termination agreement between Seller and any employee of Seller; (k) any Liability arising out of or relating to any employee grievance to the extent arising from Sellers' breach of, default under or failure relating to comply with, at any time events or omissions prior to the Closing Date, whether or not such liability the affected employees are hired by Buyer; (l) any Liability under the Settlement Agreement, dated as of May 25, 2011 (as amended, the "PBGC Settlement Agreement") by and among Seller, the Debtors (as defined in the PBGC Settlement Agreement) and Pension Benefit Guaranty Corporation; (m) any Liability to indemnify, reimburse, or obligation arises prior advance amounts to any officer, director, employee, or subsequent to the Closing Date, any Assumed Liability agent of Seller for work or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time services performed prior to the Closing Date; (n) any Environmental Liability, whether Environmental Claim or Environmental Loss arising before, on or after the Closing Date that is not such liability or obligation arises prior to or subsequent related to the Closing Date; Owned Real Property; (vo) any product liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or claims with respect to products manufactured and sold by Seller or any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business Seller's Affiliates prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; ; (vip) any liability or obligation Liability arising out of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan contract that is not an Assigned Contract; (includingq) all other Liabilities (other than Assumed Liabilities) related to Seller's past or present operations of the Business, without limitation, including any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior Liabilities related to or subsequent expenses incurred by Seller to complete the Closing Date; transaction contemplated by this Agreement; (viiir) any liability or obligation of Sellers Liabilities arising out of or incurred in connection related to (i) any failure to comply with the negotiationprovisions of the RIDEM Settlement Agreement prior to the Closing or (ii) any failure to execute, preparation and execution record, deliver to RIDEM or comply with the provisions of this the ELUR or any similar document or instrument to the extent required by the terms of the RIDEM Settlement Agreement and prior to the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of SellersClosing; and and (ixs) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of SellersLiabilities set forth on Schedule 1.4(s).

Excluded Liabilities. Except Buyer shall not assume or be liable for the Assumed following Liabilities of Seller (the “Excluded Liabilities, in no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations ”): (i) Any Liabilities of Sellers, and Assumed Liabilities shall not include any liabilities or obligations Seller in respect of the following: any Excluded Assets or other assets of Seller which are not Point Beach Assets; (ii) Any Liabilities of Seller for Taxes (i) attributable to the ownership, sale, operation, maintenance or use of the Point Beach Assets (including any withholding Taxes imposed on Seller with respect to the Transferred Employees) for accrued salarytaxable periods, severance payor portions thereof, paid time offending before the Closing Date, officers' incentive sales bonusesexcept for Taxes for which Buyer is liable pursuant to Section 2.4 or Section 5.7 hereof, and (ii) imposed on Seller or Seller’s Qualified Decommissioning Fund as a result of the transactions contemplated by this Agreement; (iii) Any Liabilities of Seller arising under the NPPOSA, and any other bonuses and Liabilities of Seller arising under the like related to employee compensation for any period Transitional Advisory Support Services Agreement, the Interim Operating Agreement, the Generation-Transmission Interconnection Agreement, the Seller’s Agreements, the Fuel Contracts, the Transferable Permits, the Dominion Lease, the Farmland Leases or portion of a period the Non-Material Contracts prior to the Closing Date; ; (iiiv) for Taxes (as hereinafter defined) Any Liabilities of Sellers or any prior owner of the Business of any kind or Seller for any period; (iii) any liability monetary fines or obligation penalties imposed by a Governmental Authority, and investigatory, legal or similar costs incurred by Buyer resulting from Buyer’s defense of Sellers whatsoever which such action, with respect to the Point Beach Assets and accrued at any time or imposed for events that occurred prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; ; (v) Subject to Section 2.4, any liability payment obligations of Seller for goods delivered or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business services rendered prior to the Closing Date, including, without limitationbut not limited to, rental or lease payments due and owing prior to the Closing Date pursuant to any leases relating to Tangible Personal Property; (vi) Any Liabilities arising prior to the Closing Date relating to Seller’s operations on, or usage of, the Easements, including Liabilities arising as a result of or in connection with loss of life, injury to persons or property or damage to natural resources, but only to the extent caused by Seller; (vii) Subject to Section 5.9 under which certain Benefit Plan Liabilities are assumed by Buyer, any liability Liabilities of Seller or obligation of Sellers NMC relating to any investigation Benefit Plan, any employee benefit plan as defined in Section 3(3) of ERISA, or any other plan, program, arrangement or policy established or maintained in whole or in part by Seller or NMC or by any governmental agency trade or business (whether or not incorporated) which is or ever has been under common control, or which is or ever has been treated as a single employer, with Seller or NMC under Section 414(b), (c), (m) or (o) of the Code (“ERISA Affiliate”) or to which Seller, NMC or any ERISA Affiliate contributes or contributed, including any multiemployer plan contributed to by Seller, NMC or any ERISA Affiliate or to which Seller, NMC or any ERISA Affiliate is or was obligated to contribute (the “Plans”), including, but not limited to any such Liability of Seller (i) for the termination or discontinuance of, or Seller’s, NMC’s or an ERISA Affiliate’s withdrawal from, any such Plan, (ii) relating to benefits payable under any Plans, (iii) relating to the PBGC under Title IV of ERISA, (iv) relating to a multi-employer plan, (v) with respect to noncompliance with the notice requirements of COBRA, (vi) with respect to any noncompliance with ERISA or any other applicable Laws, and (vii) with respect to any suit, proceeding or claim which is brought against Buyer, any Plan or any fiduciary or former fiduciary of, any of the Division's facilities Plans; (viii) Any Liabilities of Seller or operations NMC relating to the failure to hire, the employment or services or termination of employment or services of any individual, including wages, compensation, benefits, affirmative action, personal injury, discrimination, harassment, retaliation, constructive termination, wrongful discharge, unfair labor practices, or constructive termination by Seller or NMC of any individual, or any similar or related claim or cause of action attributable to any actions or inactions by Seller or NMC prior to the Closing Date with respect to the Point Beach Assets, the Transferred Employees, Independent Contractors, applicants, and any other individuals who are determined by a court or by a Governmental Authority to have been applicants or employees of Seller or NMC or any Affiliate of Seller or NMC, or that is are filed with or pending on before any court, administrative agency or arbitrator prior to the Closing Date; , provided that neither Seller nor NMC will have any Liability for similar actions or inactions by Buyer or any successor thereto on or after the Closing Date; (viix) All Spent Nuclear Fuel Fees and any liability other fees associated with electricity generated at Point Beach and sold on or obligation of Sellers relating prior to the breach Closing Date; (x) All Liabilities of any Law (includingSeller for the off-Site transportation, without limitationoff-Site disposal, Environmental Laws (as hereinafter defined) off-Site storage and labor laws); (vii) any liability or obligation off-Site Release of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises Nuclear Material prior to or subsequent to the Closing Date; (viii) provided, that, for purposes of this Section 2.2, “off-Site” does not include any liability or obligation of Sellers arising out location adjoining the Site to which Nuclear Material disposed of or Released at the Site have migrated; (xi) Except as otherwise provided in this Agreement, any Taxes incurred in connection with by Seller’s Qualified Decommissioning Fund for taxable periods, or portions thereof, ending on or prior to the negotiationClosing Date; (xii) Any Liability for a Third Party Claim against Seller and relating to the Point Beach Assets for personal injury, preparation and execution death or property damage (except for personal injury, death or property damage relating to Liabilities from Environmental Laws) suffered by such third party arising from the use or ownership of the Point Beach Assets prior to the Closing Date, but only to the extent directly resulting from the negligent acts or omissions of Seller; (xiii) Except as otherwise expressly provided herein, Liabilities of Seller to the extent arising from the execution, delivery or performance of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors hereby; and (xiv) Any other Liabilities expressly allocated to or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellersretained by Seller in this Agreement.