Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Buyer is assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonment.

Excluded Liabilities. Buyer is assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the its Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the its Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including but not limited to the following (which shall be Excluded Liabilities):following: (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Retained Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities relating to the Employee Plans and commitments in respect of TaxesBusiness Employees, other than those Liabilities and commitments for which that are expressly assumed by Buyer is responsible pursuant to Section 8.02Article VII; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Selleroutstanding Indebtedness; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guaranteefor Income Taxes; (f) all Liabilities of Seller for Non-Income Taxes, except those Non-Income Taxes of Seller related to Purchased Assets to the extent taken into account in the calculation of Final Closing Net Working Capital; (g) all Trade Intercompany Accounts payable by Seller or any Purchased Subsidiary; (h) all Excluded Product Liabilities and Excluded Environmental Liabilities; (i) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders finders’ fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities11.03; (j) all obligations under employee benefit arrangements, employment agreements Non-Business Liabilities and all Liabilities to the extent arising out of or other similar arrangements which come due as a result relating to the operation or conduct of the transactions contemplated hereby, including any stay Retained Business or transaction bonusNon-Business Asset; and (k) all those Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentlisted on Schedule 2.05(k).

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability liability or obligation of any Seller or any of the Retained Subsidiaries of whatever naturenature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other Liabilities liabilities and obligations shall be retained by and remain Liabilities obligations and liabilities of Seller or the Retained Subsidiaries, as applicable Sellers (all such Liabilities liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), including Excluded Liabilities include the following (which shall be Excluded Liabilities):following: (ai) all Liabilities to the extent any liability or obligation resulting from or arising out of or relating to the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or conduct by Seller or any of its Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; (cii) all Liabilities amounts allocated to Sellers under Section 1.08 and commitments in respect of Taxes, other than those Liabilities all Apportioned Obligations and commitments for which Buyer is responsible Transfer Taxes allocated to Sellers pursuant to Section 8.02; (diii) all Liabilities and commitments relating accounts payable arising prior to (i) current Closing with respect to the Standalone Drug Business or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, Assets; (iiiv) current or former Business Employees (A) that are expressly retained by Seller pursuant any liability or obligation for Taxes with respect to Article 9 the Standalone Drug Business or Section 2.05(d) of the Disclosure Schedule or Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a specific prepaid asset member, for Taxes (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject ) attributable to the terms and conditions of the applicable Employee Plan transactions, occurring on or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, pursuant to this Agreement, the Seller Supplemental Pension Plan Merger Agreement or the Purchase and Separation Agreement (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than including the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities Reorganization as defined therein); provided that Transfer Taxes incurred in connection with effecting the Restructuring (including Transfer Taxes transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the cost of obtaining required consents from third parties)manner set forth in Section 8.02 hereof; (iv) all Excluded Environmental Liabilities; liabilities and obligations relating to or arising with respect to (jA) all obligations under any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee benefit arrangements, employment agreements of any Seller or other similar arrangements which come due as a result any of the transactions contemplated hereby, including any stay or transaction bonusits Affiliates who is not an Employee; and (kvi) all Liabilities other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of intentional violations the conduct of Applicable Law that the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are punishable by a material criminal fine attributable to the period prior to Closing or imprisonmentas of the Closing.

Excluded Liabilities. Neither Buyer is assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or nor any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities its Affiliates shall be retained by and remain assume any Liabilities of Seller or the Retained Subsidiaries(such unassumed Liabilities, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”)) other than those specifically set forth in Section 2.3. Without limiting the generality of the foregoing, including in no event shall Buyer or any of its Affiliates assume or incur any Liability in respect of, and Seller shall remain bound by and liable for, and shall pay, discharge or perform when due, the following (which shall be Excluded Liabilities):Liabilities of Seller: (a) all Liabilities to the extent arising out for Taxes of Seller or any Affiliate of Seller, including Taxes of Seller or any Affiliate of Seller relating to the operation or conduct by Seller or Purchased Assets for any of its Subsidiaries of any Retained BusinessPre-Closing Tax Period, other than as provided in Section 7.4; (b) all Liabilities to in respect of the extent arising out of or relating to any Excluded AssetContracts and other Excluded Assets; (c) all Liabilities product Liability, warranty and commitments similar claims for damages or injury to person or property, claims of infringement of Intellectual Property Rights and all other Liabilities, regardless of when made or asserted, which arise out of or are based upon any events occurring or actions taken or omitted to be taken by Seller, or otherwise arising out of or incurred in respect connection with the use or operation of Taxesthe Purchased Assets, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02on or before the Closing Date; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Pre-Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of SellerEnvironmental Liabilities; (e) all Indebtedness related to the Purchased Assets; (other than the Transferred Indebtednessf) including all Liabilities under Seller Benefit Plans except as provided in Section 2.3(b); and (g) all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes negotiation, preparation and execution of this Asset Purchase Agreement and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result Ancillary Agreements and the consummation of the transactions contemplated herebyhereby and thereby, including any stay or transaction bonus; and (k) all Liabilities arising out Taxes and fees and expenses of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentcounsel, accountants and other experts.

Excluded Liabilities. Buyer is assuming only Notwithstanding Section 1.4 or any other provision hereof, the Assumed Liabilities from Seller and will not include the Retained Subsidiaries and is not assuming any other Liability of Seller or any following Liabilities of the Retained Subsidiaries of whatever natureAsset Sellers (collectively, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) all Liabilities under debt instruments, loan documents, indentures, debentures, guarantees or other written obligations which involve indebtedness for borrowed money; (b) all Liabilities arising under or with respect to Contracts or transactions between any Asset Seller, on the one hand, and any Affiliate of such Asset Seller, on the other hand, and all intercompany payables owed by any Asset Seller to any Affiliate of such Asset Seller; (c) all Liabilities of the Business accrued by the Asset Sellers prior to the Closing under any Customer Programs (the “Retained Customer Program Liabilities”); (d) all Liabilities to the extent related to the Excluded Assets; (e) all Excluded HR Liabilities; (f) all Seller Environmental Liabilities; (g) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring product liability claims made prior to the Closing; (h) all Liabilities for legal, accounting, audit and investment banking fees, brokerage commissions and any other similar expenses incurred by the Asset Sellers in connection with effecting the Restructuring (including Transfer Taxes negotiation and preparation of this Agreement and the cost of obtaining required consents from third parties);transactions contemplated hereby; and (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements other Liabilities to be paid or other similar arrangements which come due as a result assumed by the Asset Sellers pursuant to the express terms of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentthis Agreement.

Excluded Liabilities. Buyer is Notwithstanding any other provision of this Agreement or any other writing to the contrary, the Purchaser and its Designated Affiliates are assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and is are not assuming any other Liability of the Seller or any of the Retained Subsidiaries Selling Affiliate of whatever nature, whether presently in existence or arising hereafter. All such other Such Liabilities shall be retained by and remain Liabilities of Seller or include the Retained Subsidiaries, as applicable following (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) all Liabilities any Liability for Taxes of the Seller or any Affiliate of the Seller arising or related to any pre-Closing period or attributable to the extent Business or the Purchased Assets for a Pre-Closing Period or otherwise allocated to a Pre-Closing Period pursuant to Section 9.1(c) (but specifically excluding (i) Taxes, if any, imposed on the Seller or any Affiliate or the Seller and arising out of the operation of the Business or relating with respect to the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessPurchased Assets after the Closing Date, and (ii) Taxes imposed on the Purchaser pursuant to Section 9.1); (b) all Liabilities trade accounts payable to third parties and other accrued expenses for the procurement of goods and services arising from the conduct of the Business after the Petition Date and prior to the extent Closing (the “Trade Accounts Payable”); (c) all trade accounts payable to third parties and other accrued expenses for the procurement of goods and services arising from the conduct of Seller Affiliates located in Europe or Asia (other than the Acquired Company) after the Petition Date and prior to the Closing that are attributable to the Business (the “European Trade Accounts Payable”) (d) all shared accounts payable to third parties for the procurement of goods and services arising from the conduct of both the Business and the Seller or any Affiliate of the Seller after the Petition Date and prior to the Closing (the “Shared Accounts Payable”); (e) all accrued payroll and accrued benefits relating to the employment of Transferred Employees on or prior to the Closing Date (the “Accrued Payroll and Benefits”); (f) any Liability arising in connection with any Seller Plan, other than those Liabilities assumed by the Purchaser and its Affiliates pursuant to Article 10; (g) any Liability arising out of or relating related to any Excluded Asset; (ch) all Liabilities intercompany payables, loans and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to investments (i) current or former employees of Seller, any of the Purchased Subsidiaries between Seller or any of its Subsidiaries, on the Retained Subsidiaries one hand, and Seller or any of its Subsidiaries, on the other thanhand, in each case, Business Employees, or (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant required to Article 9 or be settled in accordance with Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan)5.19; (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties);and (i) all Excluded Environmental LiabilitiesEncumbrances of which the Purchased Assets are being sold free and clear under the Approval Order; (j) all obligations under employee benefit arrangements, employment agreements any Proceedings set forth in Schedule 2.4(j) or other similar arrangements which come due as a result filed after the date hereof relating exclusively to pre-Closing activity of the transactions contemplated hereby, including any stay or transaction bonus; andBusiness (other than a Proceeding to the extent relating to Assumed Liabilities); (k) all Liabilities arising out of intentional violations or relating to the off-site transportation, handling, treatment, storage or disposal of Applicable Law that any Hazardous Material (other than migration of a Hazardous Material from any Owned Real Property) or the arrangement for the same by or on behalf of the Seller, its Affiliates or their respective predecessors in connection with the Purchased Assets or the operation of the Business at the Taft, Louisiana facility prior to Closing (the “Off-Site Liabilities”); and (l) all Liabilities relating to the employment of employees and former employees of the Business who are punishable by a material criminal fine not Transferred Employees. For purposes of clarity, the Excluded Liabilities do not include any Liabilities of the Acquired Company, all of which will remain Liabilities of the Acquired Company before, or imprisonmentand after Closing.

Excluded Liabilities. Buyer is assuming only Except as specifically provided in Section 2.3, Buyers will not assume or perform, cause to be assumed or performed, or be deemed to assume or perform, or in any way be responsible or liable for, any liabilities or obligations of Sellers. Without limiting the generality of the foregoing, except for the Assumed Liabilities from Seller and the Retained Subsidiaries and is Liabilities, Buyers will not assuming assume or perform, or in any other Liability way be responsible or liable for, any liabilities or obligations of Seller Sellers or any of the Retained Subsidiaries of whatever naturetheir respective predecessors-in-interest, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller of the Business or associated with or arising from any of the Purchased Assets or any other rights, properties or assets used in or associated with the Business at any time, and whether known, unknown, fixed, contingent or otherwise, including the following: (a) except as contemplated by Section 2.8, any liability of its Subsidiaries of any Retained BusinessSellers for Taxes for Pre-Closing Tax Periods; (b) all Liabilities to obligations or expenses of the extent arising out Sellers in connection with the Transaction, including legal and accounting fees and expenses and brokerage and finders’ fees due including obligations of or relating to any Excluded AssetSeller under its agreements and arrangements with Xxxxxxx; (c) all Liabilities and commitments obligations of Sellers in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02Closing Date Indebtedness; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly those liabilities retained by Seller Sellers pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller5.12; (e) all Indebtedness except as set forth in Schedule 2.3(d), the liabilities or obligations of Sellers to employees pursuant to the Sellers’ Benefit Plans with respect to (other than i) employees listed in Section 3.10(m) of the Transferred IndebtednessDisclosure Schedule, (ii) including all Liabilities arising out any former or current Seller employee or independent contractor who is not or was not also an employee or independent contractor of a Subsidiary or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than (iii) the Replacement Guaranteeemployees set forth in Section 5.13(a) of the Disclosure Schedule; (f) all liabilities and obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated Excluded Assets; (g) the liabilities and obligations, if any, of Sellers set forth in Schedule 2.4(g); and (h) all other liabilities or obligations undertaken by Sellers pursuant to the other provisions of this Agreement and any other fees and expenses for Ancillary Agreement to which Seller either one of them is responsible pursuant a party. All liabilities or obligations of Sellers other than the Assumed Liabilities are sometimes collectively referred to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to herein as the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all “Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonment”.

Excluded Liabilities. Buyer is assuming only Except for the CIT Bank Assumed Liabilities from Seller Liabilities, the Buyers shall not assume, and neither of the Retained Subsidiaries and is not assuming Buyers nor any of their Affiliates shall be deemed to have assumed, any other Liability of Seller or any liabilities of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries Affiliates (collectively, the “CIT Bank Excluded Liabilities”). CIT Bank Excluded Liabilities shall include every liability of any Retained Businessthe Seller other than the CIT Bank Assumed Liabilities, including the following: (a) [Reserved]; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset[Reserved]; (c) all Liabilities liabilities and commitments in respect obligations for any income or franchise Taxes that are imposed on the income or the gain realized by the Seller on the sale of Taxes, other than those Liabilities and commitments for which Buyer is responsible the CIT Bank Purchased Assets pursuant to Section 8.02this Agreement; (d) all Liabilities liabilities and commitments relating to obligations for (i) current or former employees of Seller, any Taxes of the Seller and its Affiliates relating to the CIT Bank Purchased Subsidiaries Assets (other than the Transferred Loans) or any the CIT Bank Assumed Liabilities that accrue in respect of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant attributable to Article 9 any taxable period or Section 2.05(d) of the Disclosure Schedule portion thereof ending on or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; , (vii) Taxes of the Seller and its Affiliates related to the Transferred Loans that accrue in respect of former Business Employeesor that are attributable to any taxable period or portion thereof ending before the Cut-Off Time, and (iii) Straddle Period Taxes relating to the CIT Bank Purchased Assets for which the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Selleris liable pursuant to Section 6.11; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee[Reserved]; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating Taxes of the Seller and its Affiliates that do not relate to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03CIT Bank Purchased Assets or the CIT Bank Assumed Liabilities; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing;[Reserved]; and (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result liabilities of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentSeller relating to the Non-Transferred Loans.

Excluded Liabilities. Buyer is assuming only the Assumed Liabilities from Seller shall not assume and the Retained Subsidiaries and is shall not assuming any other Liability of Seller be responsible to pay, perform or discharge any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain following Liabilities of Seller Sellers or the Retained Subsidiariestheir respective Affiliates (each, as applicable (all such Liabilities not being assumed being herein referred to as an “Excluded Liability”, and collectively, the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) all except for the Current Liabilities to and the extent arising out of or relating to the operation or conduct by Seller or Assumed Liabilities, any of its Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or relating to any Seller’s ownership or operation of the Business, the Transferred Assets or the Purchased Subsidiary prior to the Closing Date solely to the extent such Liabilities are not within the scope of any representation or warranty set forth in Article IV (whether or not indemnification with respect to such Liabilities would be available as a result of any limitations on indemnification set forth in Article VIII); (b) any Liabilities to the extent relating to or arising out of the Excluded AssetAssets; (c) all Liabilities and commitments in respect of Taxes, Indebtedness (other than Indebtedness to the extent included in the calculation of Net Working Capital set forth in the Final NWC Statement); (d) all Taxes of Sellers and their respective Affiliates that are attributable to taxable periods (or portions thereof) ending on or prior to the Closing Date (determined, as applicable, in accordance with Section 6.05), any income Taxes of Sellers and their respective Affiliates triggered on the sale of the Transferred Assets or the Transferred Interests, and any Transfer Taxes for which Sellers are liable pursuant to Section 6.05 (but excluding, in each case, those Liabilities and commitments Taxes for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy6.05), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to the employment of any guarantee Business Employee (or consignment arrangements involving Seller and Engineered Materials Solutionsany dependent or beneficiary of any Business Employee) by Sellers and/or their Affiliates, Inc.to the extent arising out of events occurring solely prior to the Closing Date, other than including any failure by Sellers or their Affiliates to comply with its obligations under Regulation 13 of TUPE, except to the Replacement Guaranteeextent that any such Liabilities are expressly assumed by Buyer under Section 6.01; (f) all obligations except for the Assumed Liabilities and any Liabilities set forth in the Transition Services Agreement, any Liabilities of Sellers arising under or in connection with any Benefit Plan providing benefits to any broker, finder or agent for Business Employee prior to the Closing Date; (g) the Liabilities arising under Pre-Closing Warranty Claims solely to the extent set forth in Section 6.28; (h) any investment banking or brokerage fees, finders fees or commission Liabilities of the Business relating to or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders issued by the Business’ customers to Sellers or their respective Affiliates on or before the Closing that do not constitute part of the Transferred Assets; and (i) any Liabilities of Sellers arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Agreements and the transactions contemplated by this Agreement hereby and any other thereby, including fees and expenses of counsel, accountants, consultants, advisers and others (but excluding those Taxes or the costs and expenses for which Seller Buyer is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes 6.05, Section 6.15 and the cost of obtaining required consents from third partiesSection 6.16); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonment.

Excluded Liabilities. Buyer is assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and is Purchaser shall not assuming any other Liability of Seller be liable or obligated for any of the Retained Subsidiaries Sellers’ past, present or future liabilities and nothing in this Agreement shall be construed in any manner to constitute an assumption by Purchaser of whatever natureany such liability of Sellers. Sellers shall retain and pay and perform when due all of their liabilities, secured or unsecured, whether presently in existence known or arising hereafter. All such other Liabilities shall be retained by unknown, asserted or unasserted, absolute, accrued, contingent or otherwise, and remain Liabilities of Seller whether due to or the Retained Subsidiariesto become due (collectively, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”). Other than as specifically set forth in Section 2.5, including the Excluded Liabilities shall include the following (which shall be Excluded Liabilities):liabilities: (a) all Liabilities any of Sellers’ obligations and liabilities, to the extent accrued or arising out of or relating prior to the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessClosing including, without limitation, all Accounts Payable; (b) all Liabilities any of Sellers’ liabilities and obligations under any Environmental Law or related to the use, transportation, handling, discharge or release of any Hazardous Material, except for the liabilities and obligations of Purchaser to the extent expressly set forth in Section 8.1 hereof; (c) any of Sellers’ obligations and liabilities under or related to any Employee Benefit Plan or related to or in favor of any employee, former employee, retiree or job applicant of any Seller; (d) any of Sellers’ obligations and liabilities arising out of or relating to any Excluded AssetAction to which any Seller is a party pending as of the Closing; (ce) all Liabilities except as otherwise set forth herein or in any of the Ancillary Agreements, any of Sellers’ obligations and commitments liabilities under any contract, agreement, obligation or commitment of any Seller not included in the Purchased Assets, or otherwise in respect of Taxes, other than those Liabilities any Excluded Asset. (f) any of Sellers’ obligations and commitments for which Buyer is responsible pursuant to Section 8.02liabilities under this Agreement and the Ancillary Agreements; (g) any of Sellers’ obligations and liabilities in respect of the Excluded Contracts, Permitted Liens (except with respect to matters falling within the description set forth in Clauses (c) (A), (B) and (C) (subject to proration as described in Section 6.13(f)) and (d) all Liabilities (subject to proration as described in Section 6.13(f)) of the definition of Permitted Liens set forth in Section 1.1 of this Agreement), the borrowing of money or issuance of any note, bond, indenture, loan, credit agreement or other evidence of indebtedness, whether or not disclosed in this Agreement; (h) except as otherwise set forth herein, including, without limitation, as set forth in Sections 2.7 and commitments relating to 6.4 hereof, any of Sellers’ liabilities and obligations resulting from the acts or omissions of Sellers following the Closing Date; and (i) current any of Sellers’ obligations and liabilities in respect of (i) returns, recalls, retrofits and warranty and adjustment claims (other than any Action) and relating to any products manufactured, sold or former employees of Sellerdistributed by Sellers prior to the Closing Date that constitute Farm Tires, Licensed Products or other products in categories similar thereto or manufactured using any of the Purchased Subsidiaries Assets or any of rights granted under the Retained Subsidiaries other than, in each case, Business EmployeesTechnology Agreement, (ii) current all Actions related to any such products, and (iii) all Actions (each an “Excluded Design Defect Claim”) constituting or former Business Employees including claims for injuries or damages, but only to the extent of such damages, caused by a design defect in any Farm Tire if and to the extent that: (A) such claims allege that are expressly retained by Seller pursuant to Article 9 such design defect in such Farm Tire proximately caused such damages or Section 2.05(d) of the Disclosure Schedule or injuries, (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions Farm Tires of the applicable Employee Plan or International Plan (same size and type as such Farm Tire are in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees whocommercial production, but have been in commercial production for less than 24 months, as of the Closing Date, 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; (ivC) compensation deferred such Farm Tire was manufactured by Business Employees prior to Purchaser at Freeport within 18 months after the Closing Date; , and (vD) in with respect to, and measured using data available as of former Business Employeesthe expiration of, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to 18 month period following the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangementsDate, employment agreements or other similar arrangements which come due as a result Farm Tires of the transactions contemplated hereby, including any stay same size and type as such Farm Tire have an adjustment rate of 2% or transaction bonus; and (k) all Liabilities arising out more of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentunits sold.

Excluded Liabilities. Buyer is assuming only causing the New Operating Company (or any Additional Acquisition Entities, as applicable) to assume the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the its Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the its Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including but not limited to the following (which shall be Excluded Liabilities):following: (a) except for accounts payable included in the final determination of Closing Date Net Working Capital, all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Retained Subsidiaries of any the Retained Business, whether arising prior to, on or after the Closing Date (including, subject to Buyer’s obligations under Section 5.05, any Liabilities under any Shared Contracts); (b) all Liabilities to the extent arising out of or relating to any Excluded Asset, whether arising prior to, on or after the Closing Date; (c) all Liabilities and commitments in respect of Taxes, relating to the Transferred Employees (other than those Liabilities and commitments for which expressly assumed by Buyer is responsible pursuant to Section 8.022.04(f) or (h)) and Employee Plans (other than those expressly assumed by Buyer pursuant to Section 2.04(f) or (h)) and all other Liabilities relating to all employee benefit plans (other than the Employee Plans) that have been maintained or contributed to by the Seller or any of the Seller’s ERISA Affiliates; (d) all Liabilities arising out of the employment of the Business Employees by Seller and commitments relating its Affiliates prior to the Transfer Time, other than those that are expressly assumed by Buyer pursuant to Section 2.04(f) or (ih); (e) current except for the Specified Retention Bonuses, all Liabilities for (1) any sale, change-of-control, retention or former employees stay bonus, or, (2) subject to Buyer’s compliance in all material respects with all of Sellerits obligations under Sections 7.01 and 7.02 with respect to the applicable Business Employee, any severance amount, in each case the payment of which is triggered by the Purchased Subsidiaries transactions contemplated by this Agreement (including payments that are conditioned on a Business Employee’s continued employment with the Buyer following the Closing Date and including the employer portion of payroll Taxes thereon), in each case if such Liability is pursuant to a Contract entered into by Seller or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees its Affiliates prior to the Closing Date; (v) in respect , provided that, for the avoidance of former Business Employeesdoubt, the Seller Supplemental Pension Plan and (viLiabilities described in this Section 2.05(e) stock option and other equity-based compensation plans do not include any Liabilities assumed by Buyer under Section 7.02(g) of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutionsthis Agreement, Inc., other than the Replacement Guaranteewhich are Assumed Liabilities; (f) all Liabilities for severance amounts paid, payable or otherwise owing to any employee of Seller or any of its Affiliates that does not become a Transferred Employee; (g) all of Seller’s or the Retained Subsidiaries’ or the Purchased Subsidiary Companies’ liabilities or obligations for Indebtedness, including Indebtedness arising under any capitalized lease constituting an Assumed Contract; (h) (i) all obligations of Seller for Transfer Taxes under Section 6.01, (ii) the portion of any Property Taxes allocated to Seller or the Retained Subsidiaries under Section 6.02, (iii) all Taxes of Seller or the Retained Subsidiaries (including Taxes related to or arising from the Business or the Purchased Assets for any Pre-Closing Tax Period but excluding, for the avoidance of doubt, any Taxes related to or arising from the Business or the Purchased Assets for any Post-Closing Tax Period), (iv) any Taxes of the Seller or the Retained Subsidiaries under Section 1.1502-6 of the United States Treasury Regulations (or any similar provision of state, local or foreign Law) or otherwise by reason of such entity being included in any consolidated, affiliated, combined or unitary group at any time on or before the Closing Date, and (v) any Taxes of the Seller or the Retained Subsidiaries as a result of being a transferee of or successor to any Person, or as a result of any express or implied obligation to indemnify any other Person, by contract or otherwise; (i) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders finders’ fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities11.03; (j) all Liabilities to the extent relating to, arising out of or resulting from Seller’s gift card program or any gift certificates, coupons or promotions of or owned by Seller or any of its Affiliates, except to the extent set forth in Section 2.04(d) (for the avoidance of doubt, all obligations under employee benefit arrangements, employment agreements to any Government Authority or Taxing Authority or other Person under escheatment, unclaimed or abandoned property or similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; andLaws shall be Excluded Liabilities); (k) except as set forth in Section 2.04(f), all Liabilities arising out of any and all Actions (including those listed on Schedule 2.05(k)), except for the costs of compliance with any equitable remedies resulting from such Actions, including the costs of compliance with any prospective injunctive relief or the associated need to changes the relevant business practices on a going forward basis to the extent such remedies have been consented to by Buyer (such consent not to be unreasonably withheld, conditioned or delayed); (l) all unpaid amounts of any checks and wires related to the Business that are outstanding as of the close of business on the day immediately preceding the Closing Date, except to the extent set forth in Section 2.04(k); (m) all Environmental Liabilities arising at, prior to or after the Closing in connection with or relating to (i) properties currently or formerly owned, leased or operated, including by the Seller or its Subsidiaries, in connection with the Business, the Purchased Assets or the Shares, other than the Business Real Property, (ii) offsite impacts (but solely in relation to such offsite impacts) associated with the migration of Hazardous Substances from any Business Real Property, and (iii) the handling, treatment, storage, release, disposal or arrangement for the disposal of any Hazardous Substances to or at any third-party location; (n) all Liabilities agreed to be performed by Seller or any of the Retained Subsidiaries pursuant to the terms of this Agreement or any of the other Transaction Documents; (o) all Liabilities arising out of intentional violations or in connection with any real property other than the Business Real Property; (p) except to the extent expressly allocated among the parties in a different manner pursuant to this Agreement or any of Applicable Law that are punishable the Transaction Documents, all costs, fees and expenses incurred or to be incurred by a material criminal fine Seller or imprisonmentits Affiliates in connection with the transactions contemplated by this Agreement and the other Transaction Documents, including those associated with the separation of the Business from the Retained Business and with the sale, conveyance, transfer, assignment and delivery to Buyer of the Purchased Assets and Assumed Liabilities, as well as the fees, costs and expenses of counsel, accountants and financial advisors; and (q) those Liabilities listed on Schedule 2.05(q).

Excluded Liabilities. Buyer is assuming only All Liabilities of the Seller that are not included in the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein are referred to herein as the “Excluded Liabilities”).” The Seller shall, including and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities that they are obligated to pay and satisfy. The Excluded Liabilities shall not be assumed by the following (which Buyer hereunder and shall be Excluded Liabilities):include the following: (a) all Liabilities that accrue with respect to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessExcluded Assets; (b) all Liabilities that accrue with respect to the extent arising out operation of or the Business and the ownership, operation and use of the Purchased Assets by the Seller prior to the Closing, including warranty claims relating to any Excluded Assetthe operation of the Business by the Seller prior to the Closing; (c) all Liabilities and commitments in respect that relate to any Tax of Taxesthe Business or the Purchased Assets, other than those Liabilities and commitments whether disputed or not, for which Buyer is responsible pursuant to Section 8.02Pre-Closing Tax Periods or for the Pre-Closing Straddle Period; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan Pending Litigation and (vi) stock option and other equity-based compensation plans of SellerPending Claims; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out in respect of any Employee Plans or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement GuaranteeGlobal Power Employee Plans; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating Liabilities related to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03items set forth on Schedule 2.2(k); (g) all indemnification obligations owed to any Person who is or was an officer or director Liabilities of the Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to trade accounts payable of the Closing;Business that remain unpaid as of the Closing Date; and (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentIntergroup Payables.

Excluded Liabilities. Buyer is assuming only the Assumed Liabilities from Seller shall not assume and the Retained Subsidiaries and is shall not assuming any other Liability of Seller be responsible to pay, perform or discharge any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain following Liabilities of Seller Sellers or the Retained Subsidiariestheir respective Affiliates (each, as applicable (all such Liabilities not being assumed being herein referred to as an “Excluded Liability”, and collectively, the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) all except for the Current Liabilities to and the extent arising out of or relating to the operation or conduct by Seller or Assumed Liabilities, any of its Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or relating to any Seller’s ownership or operation of the Business, the Transferred Assets or the Purchased Subsidiary prior to the Closing Date solely to the extent such Liabilities are not within the scope of any representation or warranty set forth in Article IV (whether or not indemnification with respect to such Liabilities would be available as a result of any limitations on indemnification set forth in Article VIII); (b) any Liabilities to the extent relating to or arising out of the Excluded AssetAssets; (c) all Liabilities and commitments in respect of Taxes, Indebtedness (other than Indebtedness to the extent included in the calculation of Net Working Capital set forth in the Final NWC Statement); (d) all Taxes of Sellers and their respective Affiliates that are attributable to taxable periods (or portions thereof) ending on or prior to the Closing Date (determined, as applicable, in accordance with Section 6.05), any income Taxes of Sellers and their respective Affiliates triggered on the sale of the Transferred Assets or the Transferred Interests, and any Transfer Taxes for which Sellers are liable pursuant to Section 6.05 (but excluding, in each case, those Liabilities and commitments Taxes for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy6.05), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to the employment of any guarantee Business Employee (or consignment arrangements involving Seller and Engineered Materials Solutionsany dependent or beneficiary of any Business Employee) by Sellers and/or their Affiliates, Inc.to the extent arising out of events occurring solely prior to the Closing Date, other than including any failure by Sellers or their Affiliates to comply with its obligations under Regulation 13 of TUPE, except to the Replacement Guaranteeextent that any such Liabilities are expressly assumed by Buyer under Section 6.01; (f) all obligations any Liabilities of Sellers arising under or in connection with any Benefit Plan providing benefits to any broker, finder or agent for Business Employee prior to the Closing Date; (g) the Liabilities arising under Pre-Closing Warranty Claims solely to the extent set forth in Section 6.28; (h) any investment banking or brokerage fees, finders fees or commission Liabilities of the Business relating to or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders issued by the Business’ customers to Sellers or their respective Affiliates on or before the Closing that do not constitute part of the Transferred Assets; and (i) any Liabilities of Sellers arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Agreements and the transactions contemplated by this Agreement hereby and any other thereby, including fees and expenses of counsel, accountants, consultants, advisers and others (but excluding those Taxes or the costs and expenses for which Seller Buyer is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes 6.05, Section 6.15 and the cost of obtaining required consents from third partiesSection 6.16); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonment.

Excluded Liabilities. (a) Buyer is assuming only shall not assume, or take the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming Purchased Assets subject to, any other Liability liability or obligation of Seller any kind or any of the Retained Subsidiaries of whatever naturenature (whether known or unknown, whether presently in existence asserted or arising hereafter. All unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained SubsidiariesLiabilities, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”). Excluded Liabilities include, including without limitation, the following (which shall be Excluded Liabilities): (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to following: (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, trade and accrued Liabilities; (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant bank debt, other secured debt, including capital lease obligations, and debts to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms limited liability company members and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan)related parties; (iii) Business Employees whotaxes, as of including payroll taxes, sales taxes, withholding and all other taxes relating to the Closing Date, 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 Planperiod during which Seller owned and operated the Purchased Assets; (iv) compensation deferred claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by Business Employees prior to the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vvii) in respect of any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former Business Employeesofficers, the Seller Supplemental Pension Plan directors, members, managers, owners, employees, and agents; and (viviii) stock option any and all other equity-based compensation plans Liabilities whatsoever of Seller;. (eb) all Indebtedness (other than the Transferred Indebtedness) including Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising out of from or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to ownership of the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to Purchased Assets through the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentDate.

Excluded Liabilities. Notwithstanding any provision of this Agreement to the contrary (and without implication that Buyer is assuming only any Liability of Seller not expressly listed in Section 2.03), except for those Liabilities expressly assumed by Buyer pursuant to Section 2.03 and Section 5.09, Buyer shall not assume and shall not be liable for, and Seller shall retain and remain, as between Seller and Buyer, solely liable for and obligated to pay, perform or discharge, all Liabilities of Seller and its Subsidiaries not included in the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities):following: (a) all Liabilities accruing from, arising out of or related to the Transferred Contracts that are incurred or required to be paid, performed or otherwise discharged prior to the Effective Time and all Liabilities for breaches by Seller or its Subsidiaries of the Transferred Contracts prior to the Effective Time; (b) all Pre-Closing Product Obligations; (c) all Liabilities for income Taxes, franchise Taxes or other Taxes based on income, revenue, gross receipts, capital or net worth, and all Liabilities for other Taxes not specifically provided for in Section 5.09 to the extent such other Taxes arise from or relate to any Pre-Closing Tax Period; (d) all Seller Accounts Payable; (e) except as set forth in Section 2.03(c), any Liabilities under Employee Plans and Employee Agreements; (f) all Liabilities accruing or arising from any Proceeding to the extent it is based on the operation or ownership by Seller or its Subsidiaries of the Business or the Transferred Assets prior to the Effective Time; (g) all Liabilities accruing or arising from Seller’s or its Subsidiaries’ failure to comply with Applicable Laws with respect to the Business or the Transferred Assets prior to the Effective Time; (h) any Liability for or in respect of any loan or other indebtedness for money borrowed (including capital leases and guarantees) of Seller or any of its Subsidiaries or Affiliates; (i) any Liability accruing from, arising out of or relating to Seller or its Subsidiaries failure to comply with Environmental Law in connection with Seller and its Subsidiaries’ use and occupation of the Leased Property prior the Effective Time; (j) any Liability for actual or alleged infringement of any Intellectual Property that relates to Products sold or shipped by Seller or its Subsidiaries prior to the Effective Time; (k) all Liabilities accruing from, arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business;Excluded Assets; and (bl) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained be performed by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by its Subsidiaries under this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentAncillary Agreements.

Excluded Liabilities. Seller shall retain and Buyer is assuming only shall not assume any liabilities or obligations (other than the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability Liabilities) of Seller with respect to the Business, whether known or any unknown, fixed or contingent, including without limitation the following obligations or liabilities, as well as the liabilities in SECTION 1.4 of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or Disclosure Schedule (the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities"EXCLUDED LIABILITIES"): (a) all Liabilities to the extent obligations and liabilities arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessExcluded Assets; (b) all Liabilities to the extent financial indebtedness of Seller and any liabilities of Seller arising out of or relating under any agreement for borrowed money, including without limitation, pursuant to any Excluded Assetof the following (but exclusive of any capitalized leases, which shall be Assumed Liabilities): (i) the Credit Agreement by and among Seller and the other parties thereto dated as of July 30, 1998 (the "TESA CREDIT FACILITY"); (ii) the Nonnegotiable Subordinated Promissory Note dated as of July 30, 1998 issued by Seller in the original principal amount of $500,000 (the "TESA NOTE"); and (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02intercompany debt; (d) all Liabilities and commitments relating to (i) current or former employees liabilities of Seller, Parent or any affiliate of Parent for Taxes accruing prior to the Closing Date and Taxes relating to the conduct of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than liabilities of the Transferred Indebtedness) Business not expressly included in the Assumed Liabilities, including all Liabilities liabilities of either Parent or Seller in connection with the Business arising out of under or relating pursuant to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than Environmental Laws (as defined in SECTION 3.14) arising from events occurring prior to the Replacement GuaranteeClosing Date; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03overdrafts; (g) except as expressly provided herein, all indemnification obligations owed liabilities relating to the employment by Seller of any Person who is employee, agent, contractor or was an officer consultant, or director the termination of Seller or any Subsidiary such employment prior to the Closing in respect of actions or omissions occurring prior Date, including liabilities for compensation and benefits (except, as to the Closing;Plans, to the extent provided in SECTION 6.2); and (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents liabilities relating to, resulting from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations employee exposure to Hazardous Materials in excess of Applicable Law that are punishable by a material criminal fine applicable Occupational, Safety and Health Administration Act and analogous state law standards and/or requirements at the Carbondale, Illinois facility ("CARBONDALE") as of or imprisonmentprior to the Closing Date.

Excluded Liabilities. Buyer is assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the its Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the its Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including but not limited to the following (which shall be Excluded Liabilities):following: (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Retained Subsidiaries of any the Retained Business; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments relating to the Employee Plans except as expressly set forth in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.028.01(h); (d) all Liabilities for Pre-Closing Taxes, other than Buyer’s portion of Property Taxes pursuant to Section 7.02, and commitments relating any other Tax liabilities of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof); (e) (i) current all Liabilities and obligations, arising prior to, on or former employees after the Initial Closing, relating to the employment, compensation, employee benefits or termination of Selleremployment or service of any Business Employee that does not become a Continuing Employee, (ii) all Liabilities and obligations, whether arising prior to, on or after the Initial Closing, relating to the employment, compensation, employee benefits or termination of employment or service of any employee who is not a Business Employee, and (iii) all Liabilities and obligations relating to the employment, compensation, employee benefits or termination of service of any Business Employee not specifically assumed pursuant to Section 3.04(e); (f) all insurance-related Liabilities (other than any such liabilities relating to employee benefits) arising prior to the Initial Closing Date, whether or not required to be paid as of the Purchased Subsidiaries or any of the Retained Subsidiaries other thanInitial Closing Date, in each case, Business Employeesarising out of any claims or causes of action made under any insurance policy of Seller or any of its Subsidiaries, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) including, for the avoidance of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment doubt any Liabilities relating to an workers compensation, by any Business Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Initial Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (fg) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders finders’ fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing12.03; (h) all Liabilities incurred to the extent relating to, arising out of or resulting from Seller’s gift card program and RARE Rewards loyalty program, except to the extent set forth in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third partiesSection 3.04(a);, Section 6.20 or Section 6.21; and (i) all Excluded Environmental Liabilities; Liabilities reasonably related to the matters set forth on Schedule 4.10 (jother than item 10 set forth therein) all obligations to the extent not covered under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result existing insurance policies of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentSeller and its Subsidiaries.

Excluded Liabilities. Buyer is assuming only Notwithstanding anything in this Agreement to the contrary, neither Medquist nor any Affiliate of Medquist shall assume, and shall not be deemed to have assumed, any Liabilities of the Sellers other than the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as other Liabilities, the “Excluded Liabilities”). For the avoidance of doubt, including the following (which Excluded Liabilities shall include, but shall not be Excluded Liabilities):limited to, the following: (a) all Liabilities to the extent arising out of or relating to Excluded Assets, including the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessExcluded Agreements; (b) all Liabilities to in respect of Indebtedness of the extent Sellers (including all Liabilities arising out under or in connection with the Indenture or the Financing Agreement), other than (i) the Ordinary Course Balance Sheet Liabilities, (ii) obligations under the Assumed Contracts or Assumed Leases, (iii) one-half of or relating to any Excluded Assetthe Spheris India Payables, (iv) Liabilities arising under the Key Employee Incentive Plan, and (iv) the Assumed PTO Liabilities; (c) all Liabilities and commitments in respect the portion of Taxes, other than those Liabilities and commitments Transfer Costs for which Buyer is the Sellers are responsible pursuant to under Section 8.027.5; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of Taxes imposed with respect to the Purchased Subsidiaries Assets or the Assumed Liabilities for any of the Retained Subsidiaries other than, in each case, Business Employees, taxable period (ii) current or former Business Employees (Aportion thereof) that are expressly retained by Seller pursuant to Article 9 ends on or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date, (ii) Taxes imposed with respect to the Excluded Assets or the Excluded Liabilities for any taxable period, (iii) as provided in Section 5.11, (iv) Taxes imposed on or payable by the Sellers for any taxable period except for (x) Transfer Taxes imposed with respect to the transfer of the Leased Real Property and other Purchased Assets pursuant to this Agreement, the allocation of which shall be governed by Section 7.5(a), (y) Property Taxes for Straddle Periods, the allocation of which shall be governed by Section 7.5(c), and (z) Taxes imposed with respect to the Purchased Assets or the Assumed Liabilities for a taxable period arising after, but assessed prior to, the Closing Date; and (v) in respect any Liability of former Business Employeesthe Sellers for Taxes of any other Person by reason of contract, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans assumption, transferee liability, operation of Sellerlaw or otherwise; (e) all Indebtedness (other than Liabilities of the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement GuaranteeSellers under this Agreement; (f) other than (A) Liabilities arising after the Closing under the Assumed Contracts, (B) Liabilities arising under the Indian Benefit Plans, (C) Liabilities arising under the Key Employee Incentive Plan and (D) the Assumed PTO Liabilities, all obligations Liabilities with respect to service providers (including current and former directors, officers, employees and independent contractors) with respect to any brokerperiod, finder including (x) any Liability arising under any U.S. Benefit Plan, Foreign Benefit Plan (other than an Indian Benefit Plan) or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees employee program or arrangement at any time maintained, sponsored or contributed to by any of the Spheris Entities or any predecessor or Affiliate thereof or any ERISA Affiliate, or with respect to which any of the Spheris Entities or any predecessor or Affiliate thereof or any ERISA Affiliate has any Liability, and expenses for which Seller is responsible pursuant to Section 13.03(y) any Liability under any employment, severance, retention, termination or other similar agreement with any present or past employee, officer or director of any Spheris Entity; (g) all indemnification obligations owed any Liability to any Person who is or was an officer or director of Seller Spheris Holding III, Inc. or any Subsidiary of its shareholders; (h) any Liability of a Seller relating to the Purchased Assets related to facts or actions occurring or accruing prior to the Closing that is not expressly included among the Assumed Liabilities; (i) all Liabilities attributable to, relating to or arising from the period prior to the Closing arising (i) under Environmental Laws or (ii) from any Contract or other arrangement for disposal or treatment of Hazardous Substances, or for the transportation of Hazardous Substances for disposal or treatment, in respect of actions each case including those Liabilities arising from acts or omissions occurring or conditions in existence prior to the Closing; (hj) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties)CBay Assumed Spheris India Payables; (ik) all Excluded Environmental Liabilitiesany Liability with respect to any Seller Broker Fee; (jl) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of any Liability related to the transactions contemplated hereby, including any stay or transaction bonusSeller Restricted Cash; and (km) all any Liability of a Seller not expressly included among the Assumed Liabilities arising out of intentional violations of Applicable Law that are punishable or expressly assumed by Medquist or a material criminal fine or imprisonmentMedquist Designee under this Agreement.

Excluded Liabilities. Notwithstanding any other provision of this Agreement to the contrary, the Buyer is Parties are not assuming only and the Seller Parties shall pay, perform or otherwise satisfy, all Liabilities other than the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities):following: (a) all Liabilities to the extent arising out of or relating to the conduct or operation of the Business or conduct by Seller the ownership or use of the Transferred Assets prior to the Closing, except for any of its Subsidiaries of any Retained BusinessLiabilities expressly included within the Assumed Liabilities; (b) all Liabilities to the extent arising out of or relating to any for Excluded AssetTaxes; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02Seller Transaction Expenses; (d) all Liabilities and commitments relating in respect of Released Products sold by the Business before the Closing, including any obligations for Rebates to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by extent allocated to Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy5.18(b), if any, is not sold, conveyed, transferred, assigned or delivered except for the Assumed Liabilities pursuant to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International PlanSection 2.3(e); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to Actions or threatened Actions to the extent involving or relating to the operation of the Business or the Transferred Assets prior to the Closing, except for any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than Liabilities expressly included within the Replacement GuaranteeAssumed Liabilities; (f) all obligations any Liability pursuant to any broker, finder Law arising from or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is action, event, circumstance or was an officer condition occurring or director of Seller existing on or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (g) any Liability arising in respect of or relating to any Workers other than those expressly assumed by Buyer pursuant to Section 5.5, including any and all (i) employment-related Liabilities arising through the Closing Date in respect of all Transferred Employees and other Workers, (ii) Liabilities arising from the termination of Workers prior to the Closing, (iii) Liabilities under any Employee Plan, (iv) Liabilities arising from the failure to provide continuation coverage required by Section 4980B of the Code (“COBRA”) with respect to Workers or their respective beneficiaries for whom a “qualifying event” occurs on or before the Closing, (v) workers’ compensation and other similar claims asserted by or with respect to any Workers or their respective beneficiaries in respect of any injury or other compensable event or occupational illness or disease that occurred or is attributable to any event, state of facts or conditions that existed or occurred in whole or in part prior to the Closing, (vi) obligations to reimburse Workers for business expenses incurred before the Closing and (vii) Liabilities relating to Workers who are not Business Employees; (h) all Liabilities incurred in connection with effecting any indebtedness for borrowed money or guarantees thereof outstanding as of the Restructuring (including Transfer Taxes and the cost Closing Date or intercompany obligations of obtaining required consents from third parties)any Seller Party; (i) all Excluded Environmental Liabilities;accounts payable of the Seller Parties incurred in connection with the operation of the Business prior to the Closing; and (j) all obligations under employee benefit arrangements, employment agreements any Liability or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentobligation relating to an Excluded Asset.

Excluded Liabilities. Buyer It is assuming only expressly understood and agreed that, notwithstanding anything to the contrary in this Agreement, Assumed Liabilities from Seller and the Retained Subsidiaries and is shall not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including include the following (which shall be Excluded Liabilitiescollectively, the "EXCLUDED LIABILITIES"): (a) all Liabilities except to the extent expressly assumed pursuant to the provisions of Sections 1.6(a) through 1.6(k), inclusive, all debts, liabilities or obligations of the Asset Sellers to the extent they are attributable to the Asset Sellers= business other than the Analytical Instruments Business as conveyed to Buyer on the Closing Date pursuant to this Agreement; (b) all liabilities or obligations of any Asset Seller in the nature of Indebtedness, including any obligation or liability under any contract or agreement relating to the same; as used in this Agreement, "INDEBTEDNESS" of any Person means, without duplication, (i) all indebtedness of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments (or reimbursement obligations with respect thereto), other than letters of credit incurred by such Person in the Ordinary Course of Business, (iii) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, other than trade payables and accrued expenses incurred in the Ordinary Course of Business and (iv) all capitalized lease obligations of such Person; (c) all liabilities and obligations in respect of employee relations and benefits not expressly assumed by Buyer pursuant to Section 6 hereof; (d) liabilities or obligations under foreign currency contracts to which any Asset Seller is a party; (e) all obligations with respect to intercompany receivables, notes or loans between any of the Transferred Subsidiaries, on the one hand, and Seller or any of its other subsidiaries (excluding Transferred Subsidiaries), on the other hand, except as listed in Section 1.7(e) of the Seller Schedule and except for trade payables or receivables relating to the provision of goods or services to or by the Analytical Instruments Business in the Ordinary Course of Business; (f) liabilities arising from or in connection with the discontinued operations of the Analytical Instruments Business not attributable to the Analytical Instruments Business as conveyed to Buyer on the Closing Date pursuant to this Agreement; (g) all liabilities arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the ClosingAssets; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); except as otherwise expressly provided herein, (i) all Excluded Environmental Liabilities; (j) all liabilities and obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result for Taxes of the transactions contemplated herebyAsset Sellers and the Transferred Subsidiaries in any jurisdiction for all taxable periods ending on or before the Closing Date, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonment.and with respect to taxable periods beginning before the Closing Date and ending after the Closing Date to the extent allocable to the

Excluded Liabilities. Buyer is assuming only All Liabilities of the Seller other than the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities excluded from the sale to the Purchaser, regardless of Seller or the Retained Subsidiaries, as applicable (all whether such Liabilities not being assumed being herein referred to as the are imposed by law, contract or otherwise (collectively “Excluded Liabilities”), including including, without limitation, the following (which shall be Excluded Liabilities):: (a) all any Liabilities of the Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement and the transactions contemplated hereby and thereby, including fees and expenses of counsel, accountants, consultants, advisers and others; (b) any Liabilities for (i) Taxes of the Seller or (ii) Taxes on Purchased Assets to the extent they are allocable to periods ending on and including the Closing Date or (iii) value added Tax resulting from supplies of the Seller or the reduction of input value added Tax claimed by the Seller (alle Verbindlichkeiten bezüglich (i) Steuern des Verkäufers oder (ii) Steuern der verkauften Vermögensgegenstände soweit sie Zeiträumen zuzuordnen sind, die am und einschließlich des Closing Dates enden oder (iii) Umsatzsteuer die aus Vorräten des Verkäufers oder einer vom Verkäufer geforderten Herabsetzung der Vorsteuer resultiert); (c) any Liabilities relating to or arising out of any Excluded Assets or Excluded Contracts; (d) any Liabilities for purchase orders for wood or other consumables that are not an Assumed PO and sales orders or commitments for lumber that are not an Assumed SO; (e) any Liabilities of the Seller which constitute intercompany payables owing to their Affiliated Companies or which constitute debt, loans or credit facilities owing to lenders; (f) any Liabilities of the Business relating to or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets (ii) are issued by the Business’ customers to the Seller on or before Closing (iii) did not arise in the Ordinary Course of Business or (iv) are not validly and effectively assigned to Purchaser pursuant to this Agreement; (g) any claims, Environmental Liabilities, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the operation Closing or conduct by Seller or any of its Subsidiaries of any Retained Business; (b) all Liabilities otherwise to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to of the Closing;Seller; and (h) all any Liabilities incurred arising out of, in respect of or in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; the failure by the Seller to comply with any law or order of a Governmental Authority, or (jii) all obligations payments or entitlements under employee benefit arrangements, employment agreements the EEG received by the Seller or other similar arrangements which come due as a result of its Affiliates without the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentrespective entitlement.

Excluded Liabilities. The Parties hereby acknowledge and agree that Seller is retaining the Excluded Liabilities, and Seller shall have the sole responsibility, obligation and liability to pay, discharge and perform all Excluded Liabilities. SELLER AND SHAREHOLDER EXPRESSLY ACKNOWLEDGE AND AGREE THAT OTHER THAN THE ASSUMED LIABILITIES BUYER SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO DISCHARGE, PAY, SUFFER, OR INCUR ANY OBLIGATION, INDEBTEDNESS, LOSS, CLAIM OR LIABILITY OF THE SELLER OR RELATED TO THE BUSINESS. The Parties further acknowledge and agree that nothing in this Agreement or otherwise is intended to, nor should it be deemed or construed to, imply that Buyer is assuming only or is accepting responsibility for any liability of any nature whatsoever, with the sole exception of the Assumed Liabilities from Liabilities. Without limiting the generality of the foregoing, Seller and the Retained Subsidiaries Shareholder acknowledge and is not assuming any other Liability of agree that Seller or any of the Retained Subsidiaries of whatever natureand/or Shareholder retain sole responsibility and liability to pay and discharge, whether presently in existence or arising hereafter. All such other Liabilities and that Seller and/or Shareholder shall be retained by pay and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (discharge when due all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any Indebtedness of the Purchased Subsidiaries Seller or any of related to the Retained Subsidiaries other than, in each case, Business Employees, Business; (ii) current or former Business Employees all Working Capital Liabilities (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(dincluding, without limitation, accounts payable) of the Disclosure Schedule Seller or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject related to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan)Business; (iii) all Taxes of the Seller or related to the Business; and (iv) all insurance premiums of Seller or related to the Business Employees who, as that are necessary to maintain coverage under all of Seller’s insurance policies for the period up to and including the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonment.

Excluded Liabilities. Except as specifically set forth in Section 2.6, Buyer is assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability liability or obligation of Seller or any of otherwise arising in connection with the Retained Subsidiaries of whatever natureAcquired Assets or the Business, whether presently in existence known, unknown, contingent or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiariesotherwise, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): including: (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business; liabilities and obligations for Indebtedness, (b) all Liabilities to liabilities and obligations arising under the extent arising out of or relating to any Excluded Asset; Contracts, (c) all Liabilities liabilities and commitments in respect of obligations for Buyer Indemnified Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities liabilities and commitments relating obligations related to (i) current bulk sale or former employees of Sellertransfer laws, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than liabilities, debts and obligations arising under any Contract for failure to obtain Consent with regard to the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutionstransactions contemplated under this Agreement, Inc., other than the Replacement Guarantee; (f) all liabilities and obligations under or with respect to any brokerBenefit Plan and any Contracts related thereto, finder (g) all employee-related liabilities in connection with the current or agent for any investment banking former executives, employees or brokerage feesconsultants of Seller who provide or provided services to the Business, finders fees or commission relating (h) Seller's transaction costs and expenses related to the transactions contemplated by this Agreement and except any other fees and expenses for which Seller is responsible Taxes to be paid by the Buyer pursuant to Section 13.03; 4.7(c) and (gd) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); hereof, (i) all Excluded Environmental Liabilities; liabilities and obligations associated with payroll taxes, including FICA, and other federal or local employment Taxes, or other similar withholding or obligations imposed in connection with the operation of the Business, (j) all obligations under employee benefit arrangements, employment agreements accounts payable relating to the Acquired Assets or other similar arrangements which come due the Business as a result of the transactions contemplated herebyClosing Date, including any stay or transaction bonus; and (k) all Liabilities arising out intercompany liabilities and obligations relating to the Acquired Assets or the Business as of intentional violations of Applicable Law that are punishable by a material criminal fine the Closing Date, (l) all accrued expenses relating to the Acquired Assets or imprisonmentthe Business, and (m) all liabilities and obligations described on Schedule 2.5(m) (the "Excluded Liabilities").

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer is assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of Seller, including the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable following (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessExcluded Assets (other than Assumed Liabilities set forth in Section 2.03(b)); (b) all Liabilities that arise out of Seller’s ownership or operation of Singapore Subsidiary, Suzhou Subsidiary and the Purchased Assets (and related to periods) prior to the extent arising out of or relating to any Excluded AssetClosing (other than Assumed Liabilities set forth in Section 2.03(d) hereof); (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant Seller or any of its Subsidiaries under or directly related to Section 8.02;any Environmental Law or Environmental Permit applicable to the Purchased Assets as conducted by Seller prior to the Closing; and (d) all except for Apportioned Obligations specifically allocated to Buyer pursuant to Section 5.08(d) and Transfer Taxes specifically assumed by Buyer pursuant to Section 5.08(e), any Liability with respect to Taxes of Seller and any Liability with respect to Taxes of Singapore Subsidiary, Suzhou Subsidiary, the Branches or the Purchased Assets with respect to any Pre-Closing Tax Period. For purposes of this Section 2.04(d), for any Liabilities and commitments relating for Taxes imposed on a periodic basis for any Tax period which includes (but does not end on) the Closing Date, the portion of any such Taxes that relates to the portion of any such Tax period ending on the Closing Date shall (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a Liability fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Tax based upon or commitment relating related to an Employee Plan income or International Plan); (iii) Business Employees whoreceipts, as of be deemed equal to the amount which would by payable if the relevant Tax period ended on the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonment.

Excluded Liabilities. Buyer is assuming Notwithstanding anything to the contrary in this Agreement, no Specified FE Subsidiary shall assume or be obligated to pay, perform or otherwise discharge the following specified liabilities or obligations of DLC, (provided, however, that DLC retains such liabilities and obligations only to the Assumed Liabilities from Seller extent these liabilities and obligations currently are imposed on DLC under the Retained Subsidiaries CAPCO Agreements and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever natureprovided, whether presently further, that nothing in existence or arising hereafter. All such other Liabilities this Section 2.4 shall be retained by construed to impose any continuing liability or obligation on DLC in respect of Assumed Decommissioning Liabilities, Assumed Environmental Liabilities (except as expressly provided in Sections 2.4(e), (g) and remain (h)), Assumed Nuclear Liabilities of Seller or and Assumed Spent Fuel Liabilities) (the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “"Excluded Liabilities”), including the following (which shall be Excluded Liabilities"): (a) all Liabilities to the extent arising out Any liabilities or obligations of or relating to the operation or conduct by Seller or any of its Subsidiaries DLC in respect of any Retained BusinessExcluded Assets or other assets of DLC that are not DLC Nuclear Assets; (b) all Liabilities Any liabilities or obligations of DLC with respect to Taxes attributable to DLC's ownership, operation or use of DLC Nuclear Assets for taxable periods, or portions thereof, ending before the extent arising out of or relating DLC Nuclear Closing Date, except for Taxes for which Specified FE Subsidiaries are liable pursuant to any Excluded AssetSection 3.4 hereof and except for liabilities described in Section 2.3 that may be characterized as "Taxes"; (c) all Liabilities and commitments in respect Any liabilities or obligations of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant DLC accruing under any of the DLC Nuclear Agreements prior to Section 8.02the DLC Nuclear Closing Date; (d) Any and all Liabilities asserted or unasserted liabilities or obligations to third parties (including employees) for personal injury or tort, or similar causes of action arising during or attributable to the period prior to the DLC Nuclear Closing Date, to the extent these liabilities or obligations are not assumed by Specified FE Subsidiaries by operation of law; (e) Any fines, penalties and commitments associated costs for defending related enforcement actions, resulting from any violation or alleged violation of Environmental Laws or Nuclear Laws with respect to the ownership or operation of the DLC Nuclear Assets occurring prior to the DLC Nuclear Closing Date; (f) Any payment obligations of DLC pursuant to DLC Nuclear Agreements for goods delivered or services rendered prior to the DLC Nuclear Closing Date, including, but not limited to, rental payments pursuant to the Real Property Leases; (g) Any liabilities, responsibilities and obligations of DLC arising under Environmental Laws or relating to Environmental Conditions or Regulated Substances (including common law liabilities relating to Environmental Conditions and Regulated Substances), whether such liability, responsibility or obligation was known or unknown, contingent or accrued, which relates to (i) current any bodily injury, loss of life, property damage or former employees natural resource damage arising from the storage, transportation, treatment, disposal, discharge, recycling or Release, at any Off-Site Location, or arising from the arrangement for such activities, prior to the DLC Nuclear Closing Date, of Seller, any Regulated Substances generated in connection with the ownership or operation of the Purchased Subsidiaries DLC Nuclear Assets; or (ii) any Remediation of any Environmental Condition or Regulated Substance at any Off-Site Location, arising from the Retained Subsidiaries other thanstorage, transportation, treatment, disposal, discharge, recycling or Release, at such Off-Site Location, or arising from the arrangement for such activities, prior to the DLC Nuclear Closing Date, of Regulated Substances generated in connection with, in each case, Business Employees, (ii) current the ownership or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) operation of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g.DLC Nuclear Assets; provided, an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, are on a leave of absence resulting from a reduction in force or a “bridging” of age and/or service credit that for purposes of an Employee Plan; (iv) compensation deferred by Business Employees prior this paragraph, "Off-Site Location" does not include any location to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out which Regulated Substances disposed of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than Released at the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the ClosingDLC Nuclear Assets have migrated; (h) all Liabilities incurred in connection with effecting the Restructuring Any liability to third parties (including Transfer Taxes and employees) for bodily injury or loss of life (whether or not such injury or loss arose or was made manifest on or after the cost DLC Nuclear Closing Date), to the extent caused (or allegedly caused) by Environmental Conditions or the Release of obtaining required consents from third parties)Regulated Substances at, on, in, under, or adjacent to, or migrating from, the DLC Nuclear Assets prior to the DLC Nuclear Closing Date; (i) all Excluded Environmental LiabilitiesAny liability of DLC arising out of a breach by DLC or any Affiliates of DLC of any of their respective obligations under this Agreement or the Ancillary Agreements; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come Any liability of DLC in respect of Department of Energy Decontamination and Decommissioning fees due as a result up to the time of the transactions contemplated hereby, including any stay or transaction bonusDLC Nuclear Closing as described in (and limited by) Section 2.10; (k) Any liability in respect of Spent Nuclear Fuel specified as belonging to DLC in the first sentence of Section 2.9; and (kl) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentAny liability specified as belonging to DLC pursuant to Section 6.11(o).

Excluded Liabilities. Buyer Notwithstanding anything to the contrary in this Agreement, none of Purchaser Parent, US Purchaser or any Purchaser nor any other Affiliate of Purchaser Parent or US Purchaser shall have any responsibility for or is assuming only any Liabilities of Graco or any Asset Selling Subsidiary of any nature whatsoever which are not specifically included in the Assumed Liabilities from Seller and (any Liabilities which are not specifically included in the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Assumed Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities):following: (a) all Liabilities, including Liabilities arising under any Environmental Laws, with respect to any real properties that are not included in the extent arising out definition of Owned Real Property or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessLeased Real Property; (b) all Liabilities arising out of the operation of the Liquid Finishing Business on or prior to the Closing Date, except to the extent arising out of or relating to any Excluded Assetincluded as Assumed Liabilities; (c) all Liabilities (including Liabilities arising under Environmental Laws) arising out of or related to (i) the operations of Eagle Industries, Inc., including but not limited to any operations at the Owned Real Property in Toledo, Ohio, and commitments (ii) any releases of Hazardous Materials into the Ottawa River and Maumee Bay, including but not limited to releases described in respect or disclosed by the Preassessment Screen for the Ottawa River and Maumee Bay dated November 3, 2004, prepared by the United States Fish and Wildlife Service/United States Department of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02the Interior; (d) all Liabilities and commitments arising under or relating to any Employee Benefit Plan/Schemes currently or formerly applicable to Employees engaged or employed immediately prior to Closing wholly or primarily in the United States, United Kingdom (i) current or former employees of Seller, any including Liabilities under Section 75 of the Purchased Subsidiaries UK Pensions Act of 1995), or Australia, and any other Liabilities under any Employee Benefit Plan/Scheme that are not Assumed Liabilities; (e) any indebtedness for borrowed money of any Seller or any Liability related thereto; (f) any Seller Transaction Expenses; (g) any Liabilities of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current any Seller relating to or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) arising from any workers’ compensation claims for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (employees in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, are on a leave of absence resulting from a reduction in force or a “bridging” of age and/or service credit United States for purposes of an Employee Plan; (iv) compensation deferred by Business Employees claims occurring prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all any Liability for (i) Income Taxes of Graco (or any Affiliate of Graco) or relating to the Liquid Finishing Business, the Acquired Assets or the Assumed Liabilities incurred for any Pre-Closing Tax Period; (ii) Taxes that arise out of the Xxxx Separation Transactions, the consummation of the transactions contemplated hereby (except as otherwise expressly provided in connection with effecting this Agreement (including, but not limited to, Section 6.4(d)) or that are the Restructuring responsibility of Graco pursuant to Section 6.4; or (iii) except to the extent constituting Assumed Liabilities pursuant to Section 2.3(m), other Taxes of Graco (or any Affiliate of Graco) of any kind or description (including Transfer any Liability for Taxes and the cost of obtaining required consents from third partiesGraco (or any Affiliate of Seller) that becomes a Liability of Purchaser Parent or US Purchaser or any Affiliate of Purchaser Parent or US Purchaser under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (i) all Excluded Environmental Liabilitiesany Intra-Liquid Finishing Business Intercompany Accounts Payable, which accounts are subject to Section 6.1(i); (j) all Graco’s and each Asset Selling Subsidiary’s obligations under employee benefit arrangementsthe ITW Purchase Agreement to the extent not relating to the Liquid Finishing Business, employment agreements including, but not limited to, any obligation of Graco or other similar arrangements which come due as a result of any Asset Selling Subsidiary to take or refrain from taking any action relating to the transactions contemplated hereby, including any stay or transaction bonusPowder Finishing Business; and (k) subject to and in accordance with, in each case, the terms, conditions and limitations contained in Article 8 of the ITW Purchase Agreement: all of Graco’s and each Asset Selling Subsidiary’s Liabilities arising out under Section 8.3(b) or (c) of intentional violations of Applicable Law the ITW Purchase Agreement to indemnify the ITW Purchase Agreement Seller Group against, and hold the ITW Purchase Agreement Seller Group harmless from, any and all ITW Purchase Agreement Damages that are punishable incurred by a material criminal fine the ITW Purchase Agreement Seller Group arising from or imprisonmentrelating to the matters: (A) set forth in Section 8.3(b) of the ITW Purchase Agreement, solely to the extent such ITW Purchase Agreement Damages arise from or relate to Graco’s or the Asset Selling Subsidiaries’ failure to discharge and satisfy, or failure to cause to be discharged and satisfied, the Excluded Liabilities described in Section 2.4(j) hereof; and (ii) set forth in Section 8.3(c) of the ITW Purchase Agreement, solely to the extent such ITW Purchase Agreement Damages does not arise from or relate to an Assumed Liability. For the avoidance of doubt, notwithstanding the foregoing, any and all of the Liabilities of the Acquired Subsidiaries constitute Assumed Liabilities (and not Excluded Liabilities) for all purposes of this Agreement. In addition, Graco believes that certain of the Liabilities described in this Section 2.4 also constitute Excluded Liabilities under and as defined in the ITW Purchase Agreement, and nothing herein shall be construed to suggest that such Liabilities are not Excluded Liabilities under and as defined in the ITW Purchase Agreement.

Excluded Liabilities. (i) Notwithstanding anything to the contrary contained in this Agreement, except as stated in Section 1(c)(ii) below, Buyer is assuming only the Assumed Liabilities from Seller not hereby assuming, and the Retained Subsidiaries shall not assume or be liable for, any liabilities or obligations (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and is not assuming any other Liability whether due or to become due) of Seller or any of (collectively, the Retained Subsidiaries of whatever nature"Excluded Liabilities"). Seller hereby acknowledges that it is retaining the Excluded Liabilities and Seller agrees that it shall pay, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by discharge and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (perform all such Liabilities not being assumed being herein referred liabilities and obligations promptly when due. (ii) Buyer hereby assumes, and agrees to as the “Excluded Liabilities”)perform, including pay and/or discharge when due each of the following (which shall be Excluded Liabilities): the "Assumed Obligations"): (aA) all Liabilities of the liabilities, covenants and obligations of Seller under the Assumed Agreements which first accrue from and after the Effective Date; and (B) all of the liabilities, covenants and obligations of Seller pertaining to the extent arising out PR Database Management Products and/or the support and maintenance thereof under each of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business; contracts and agreements listed in Section (b) of Schedule 1(a)(v) attached hereto (the "Shared Agreements") which first accrue from and after the Effective Date; and; the support and maintenance of Power 95; and (D) all Liabilities of the liabilities, covenants and obligations of Seller pertaining to all Warranties related to the extent arising out of Acquired Assets or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentPower 95.

Excluded Liabilities. Buyer is assuming only Notwithstanding anything to the Assumed Liabilities from Seller and the Retained Subsidiaries and is contrary in Section 1.9, Purchaser shall not assuming any other Liability of Seller assume or become responsible for any of Seller’s duties, obligations or liabilities that are not assumed by Purchaser pursuant to the Retained Subsidiaries terms of whatever naturethis Agreement, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities the Xxxx of Seller Sale or the Retained Subsidiaries, as applicable Real Estate Assignments (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including and Seller shall remain fully and solely responsible for all of Seller’s debts, liabilities, contract obligations, expenses, obligations and claims of any nature whatsoever related to the following (which Assets or the Hospital unless expressly assumed by Purchaser under this Agreement, in the Xxxx of Sale or in the Real Estate Lease Assignments. The Excluded Liabilities shall be Excluded Liabilities):include, without limitation: (a) any current liabilities of Seller with respect to the operation of the Hospital incurred prior to the Effective Time which are not otherwise specifically included in the Assumed Obligations; (b) all Liabilities liabilities of Seller arising out of or relating to any act, omission, event or occurrence connected with the use, ownership or operation by Seller of the Hospital or any of the Assets prior to the Effective Time, other than as specifically included in the Assumed Obligations; (c) all liabilities of Seller in connection with claims of professional malpractice to the extent arising out of or relating to the operation acts, omissions, events or conduct by Seller or any of its Subsidiaries of any Retained Business; (b) all Liabilities occurrences prior to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02Effective Time; (d) all Liabilities liabilities of Seller for matching contributions for eligible beneficiaries’ 401(k) plans, Section 125 plans and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms Plans and conditions of the applicable Employee Plan or International Plan (all administrative costs associated with such welfare benefit plans other than as specifically included in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of SellerAssumed Obligations; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out liabilities of or Seller relating to any guarantee Seller Cost Reports with respect to periods ending prior to the Effective Time and all liabilities of Seller relating to xxxxxxxx to, and payments from, Medicare, Medicaid and other third party payors with respect to periods ending prior to the Effective Time, including, without limitation, all set-offs, denials, refunds, recoupments or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guaranteeamounts due pursuant to retrospective settlements; (f) all obligations to liabilities of Seller for violations of any brokerlaw, finder regulation or agent for any investment banking or brokerage fees, finders fees or commission relating rule to the transactions contemplated by this Agreement extent arising from acts or omissions prior to the Effective Time, including, without limitation, those pertaining to Medicare and any other fees and expenses for which Seller is responsible pursuant to Section 13.03Medicaid fraud or abuse; (g) all indemnification obligations owed to any Person who is or was an officer or director liabilities of Seller or any Subsidiary prior to under the Closing in respect of actions or omissions occurring prior to the Closing;Excluded Contracts; and (h) all Liabilities incurred liabilities of Seller for commissions or fees owed to any finder or broker in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmenthereunder.

Excluded Liabilities. Buyer is assuming only Notwithstanding anything to the contrary provided in Section 3(a) hereof, Assumed Liabilities from Seller shall not include the following liabilities and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable obligations (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilitiesany liability or obligation for money borrowed; (jii) all obligations under employee benefit arrangementsany liability or obligation for Excluded Taxes; (iii) any liability or obligation for costs and expenses (other than Transfer Taxes, employment agreements as defined in Section 4(c)(ii) hereof) in connection with the negotiation and execution of this Agreement or other similar arrangements which come due as a result the consummation of the transactions contemplated hereby; (iv) any liability or obligation of Sellers under this Agreement or under any other agreement between one or more of the Sellers and Buyer entered into on or after the date of this Agreement in accordance with the terms hereof; (v) any liability or obligation relating to any Sellers’ Plans to the extent such liabilities are retained by Sellers pursuant to Section 11; (vi) any liability or obligation relating to stores or distribution centers formerly used in the operation of the Business that have been closed or sold prior to the date of this Agreement or otherwise are no longer used in the operation of the Business; (vii) all intercompany accounts between Sellers and the Company or any of the Company’s affiliates, including which accounts are subject to Section 10(g) hereof; (viii) liabilities and obligations primarily related to the Excluded Assets (except as provided in Section 2 hereof) and any stay or transaction bonusother assets not transferred to and not purchased by Buyer; and (kix) any liability or obligation other than the Transfer Taxes payable in respect of the transfer of the State Street Xxxxxxxx Xxxxx’x store to the Company from the current owner and from the Company to Buyer (including as Excluded Liabilities all Liabilities arising out other Taxes) pertaining to the entering into or the termination of, or in any other way related to, the lease of intentional violations the State Street Xxxxxxxx Xxxxx’x store or the repurchase by the Company of Applicable Law that are punishable the State Street Xxxxxxxx Xxxxx’x store. Except as to Transfer Taxes payable in connection therewith (as provided above), the Company shall defend with counsel approved by a material criminal fine Buyer (which approval shall not be unreasonably withheld) and indemnify Buyer against any and all liabilities, obligations, losses, damages, fines, penalties, claims, demands, costs, charges, judgments and expenses, including reasonable attorneys’ fees, which may be imposed upon or imprisonmentincurred or paid by or asserted against Buyer by reason of or in connection with the State Street sale-leaseback transaction, the termination of the lease of the State Street Xxxxxxxx Xxxxx’x Store and/or the reconveyance of the State Street Xxxxxxxx Xxxxx’x store to the Company, whether the indemnified obligations arise before or after the Effective Time. Sellers hereby agree to pay, perform and fully observe all Excluded Liabilities.

Excluded Liabilities. Buyer is assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and Purchaser is not assuming (a) any other Liability liabilities in respect of any Income Taxes, (b) any liabilities for Taxes relating to the Business, including those reflected under the captions “Accrued Taxes” and “State Tax Payable” on the Statement of Assets and Liabilities (as defined in Section 4.08 below), (c) any accounts payable of Seller relating to the Business, including those reflected under the caption “Accounts Payable – Trade” on the Statement of Assets and Liabilities, (d) any liability of Seller for legal, accounting or broker’s fees incurred in connection with the negotiation of this Agreement or the consummation of the transactions contemplated hereby, (e) any liability owing by Seller to any shareholder or former shareholder of Seller or any affiliate of the Retained Subsidiaries Seller, (f) any obligations in respect of whatever natureSeller’s bank accounts, whether presently (g) any Sale Retention Arrangements (as defined in existence or arising hereafter. All such other Liabilities shall be retained by Section 4.13(g)), (h) any expenses and remain Liabilities obligations in connection with employees of Seller not included as Business Employees, (i) certain obligations and liabilities of Seller relating to the disputes set forth on Schedule 4.06 entitled “EEOC charge in Dallas District Office brought by Xxxx Xxxxxxx” and “Xxxx XxXxxxx v. PWPL”, but only to the extent set forth in Section 6.12, (j) all expenses and obligations in connection with, or relating to, the Retained Subsidiariesdisputes set forth on Schedule 1.04(j), as applicable or (all such Liabilities not being assumed being k) any claims, liabilities or obligations relating to the Excluded Assets. Such liabilities set forth in the preceding sentence and any additional liabilities of Seller, other than Assumed Liabilities, are herein referred to as the “Excluded Liabilities.”), including the following (which shall be Excluded Liabilities): (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonment.

Excluded Liabilities. Buyer Notwithstanding any provision in this Agreement, Purchaser or Purchaser Subsidiary, as applicable, is assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller, Seller Subsidiary or any of either of their Affiliates whether or not arising out of the Retained Subsidiaries ownership and operation of whatever naturethe Purchased Assets or the Business (all Liabilities of Seller, whether presently in existence Seller Subsidiary and either of their Affiliates not expressly assumed by Purchaser or arising hereafter. All such other Liabilities Purchaser Subsidiary shall be retained by Seller, Seller Subsidiary and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein their Affiliates and are referred to as the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, including the following (which shall be Excluded Liabilities):Liabilities include: (a) all Liabilities relating to the extent operations of Seller or Seller Subsidiary or the Business, except as set forth in Section 1.2; (b) all Liabilities related to any accounts payable or any indebtedness of Seller or Seller Subsidiary, except those Liabilities first arising after the Effective Time under the Assumed Contracts; (c) all Liabilities relating to any products manufactured or licensed by Seller or Seller Subsidiary prior to the Effective Time, including warranty obligations and product liabilities and intellectual property indemnities irrespective of the legal theory asserted; (d) all Liabilities related to any Assumed Contract that arise prior to the Effective Time; (e) all Liabilities related to any Assumed Contract that arise subsequent to the Effective Time but that arise out of or relate to any breach that occurred prior to the Effective Time; (f) all Liabilities with respect to Taxes relating to the Business, the Seller or Seller Subsidiary; (g) subject to Purchaser’s limited obligation pursuant to Section 10.1, all Liabilities with respect to Taxes arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any sale of the Purchased Subsidiaries Assets or any assumption of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the ClosingAssumed Liabilities; (h) all Liabilities incurred in connection with effecting respect to Taxes relating to the Restructuring (including Transfer Taxes and ownership or use of the cost of obtaining required consents from third parties)Purchased Assets prior to the Effective Time; (i) all Excluded Liabilities, obligations and commitments relating to any Environmental LiabilitiesClaim; (j) all obligations under Liabilities relating to any employee benefit arrangements, employment agreements benefits or other similar arrangements which come due as a result employee plans provided to any employee or consultant of the transactions contemplated hereby, including any stay Seller or transaction bonus; andSeller Subsidiary; (k) all Liabilities arising out relating to employment, severance or termination agreements with any employee or consultant of intentional violations Seller or Seller Subsidiary; (l) all Liabilities relating to any violation of Applicable Law that are punishable law by a material criminal fine Seller or imprisonmentSeller Subsidiary or any litigation against Seller or Seller Subsidiary; and (m) all Liabilities relating to brokers fees or success fees with respect to the Transaction.

Excluded Liabilities. Buyer is assuming only Purchaser shall not assume or be obligated to pay, perform or otherwise discharge any liabilities or obligations of Seller other than the Assumed Liabilities. All obligations and liabilities of Seller other than the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein are referred to herein as the “Excluded Liabilities”), including all of which Excluded Liabilities shall remain the following (which shall be sole responsibility of Seller. The Excluded Liabilities):Liabilities include, without limitation, the following: (a) all Liabilities to the extent arising out Any liabilities or obligations of or relating to the operation or conduct by Seller or any of its Subsidiaries in respect of any Retained BusinessExcluded Assets or other assets which are not Assets and the ownership, operation and conduct of any business in connection therewith or therefrom; (b) all Liabilities Any liabilities or obligations of Seller in respect of costs under Section 3.6 and Taxes attributable to the extent arising out ownership, operation or use of or relating Assets before the Closing Date (except for Taxes for which Purchaser is liable pursuant to Section 3.6) and any Excluded AssetTaxes for which Seller is liable under Section 6.5; (c) all Liabilities and commitments Except as otherwise specifically set forth in respect Section 2.3 herein, liabilities or obligations arising prior to the Closing Date under any of Taxesthe agreements or contracts assumed by Purchaser, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02including the Facilities Contracts; (d) all Liabilities and commitments relating or obligations under any of the Facilities Contracts which would be included in the Assets but for the provisions of Section 3.7, unless Purchaser is provided with the benefits thereunder as contemplated by Section 3.7; (e) Except as otherwise set forth in Section 2.4(i), any fines, penalties or costs, other than costs specified in Section 2.3(d), imposed by a Governmental Authority with respect to the Assets resulting from (i) current an investigation, proceeding, request for information or former employees of inspection before or by a Governmental Authority pending or, to Seller’s Knowledge, any of threatened prior to Closing, but only relating to actions or omissions or conditions existing prior to the Purchased Subsidiaries Closing Date or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current violations of applicable law or former Business Employees illegal acts of Seller; (Af) that are expressly retained Any liability of Seller arising out of a breach by Seller of any of its obligations under this Agreement, the Confidentiality Agreement or the Ancillary Agreements; (g) Any obligation of Seller to indemnify any Person who is a member of the Purchaser Group pursuant to Article 9 ARTICLE 7; (h) Any costs or Section 2.05(d) of the Disclosure Schedule or (B) expenses for which Seller is liable under this Agreement; (i) Seller’s share of all liabilities or obligations (including, without limitation, any fines, penalties or costs imposed by a specific prepaid asset Governmental Authority) arising under Environmental Laws (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned whether such laws are enacted before or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of after the Closing Date), and all liabilities or obligations relating to Environmental Conditions or Hazardous Substances, to the extent attributable to actions or failures to act occurring, or conditions first arising, prior to the Closing Date in connection with Seller’s ownership of the Assets or the operation thereof or with respect to the Navajo Mine, whether or not such liabilities and obligations are on a leave of absence resulting from a reduction in force alleged, claimed, enforced, settled, or a paid for after the Closing Date (the “bridging” of age and/or service credit for purposes of an Employee Plan; (ivRetained Environmental Liabilities”), but excluding all liabilities assumed by Purchaser under Section 2.3(c), Section 2.3(d) compensation deferred by Business Employees and Section 2.3(h), and related to any threatened Releases that do not exist prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result Seller’s share of the transactions contemplated herebycosts of Remediation or removal of the Landfill if the Facilities Owners are required to Remediate or remove such Landfill under Laws, including any stay the Facilities Lease or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentthe § 323 Grants.

Excluded Liabilities. Buyer is assuming only Other than the Assumed Liabilities Liabilities, Purchaser shall not assume nor be responsible for any claims, liabilities or obligations of Vendor, in whole or in part, (i) which arise, either before or after Closing, out of or from Seller and facts or events which existed or occurred prior to the Retained Subsidiaries and is Closing Date or (ii) which do not assuming relate to the Purchased Business of any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence nature whatsoever existing on or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities after the Closing Date or (iii) which are towards any officer, director or shareholder of Seller Vendor or the Retained Subsidiaries, as applicable towards any Affiliate of Vendor (all such Liabilities not being assumed being herein referred to as collectively the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities):including, without limitation: (a) all Liabilities 3.7.1 inter-company liabilities of any nature whatsoever owed by Vendor to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of Affiliates, including any Retained Businessinter-company trade payables; (b) 3.7.2 all Liabilities losses relating to the extent Excluded Merchants including, but not limited to, losses arising out of from Chargebacks or Returns relating exclusively to Excluded Merchants; 3.7.3 all fees, penalties, fines and assessments relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxesbreach, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments association related fines, portfolio wide fines, compliance related fines, billing error assessments or lawsuits relating to (i) current or former employees of Seller, any activity of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees Vendor prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) 3.7.4 all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of current or potential fees, penalties, fines and assessments relating to investigations by any guarantee Governmental Entity or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guaranteeother; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to 3.7.5 the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03liabilities included in Schedule 3.7.5; 3.7.6 all contingent liabilities and liabilities outside the Ordinary Course; 3.7.7 any assessment or reassessment for (ga) all indemnification obligations owed to any Person who is Taxes of Vendor or, (b) Taxes incurred or was an officer or director of Seller or any Subsidiary accruing due prior to the Closing in respect of actions Date, relating to the Purchased Business or omissions occurring Purchased Assets; 3.7.8 any liability for Taxes attributable to Vendor; 3.7.9 litigation and claims which relate to facts or events which occurred prior to the ClosingClosing Date; (h) 3.7.10 all Liabilities incurred expenses accrued up to the Closing Date, except to the extent specifically included in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Assumed Liabilities; (j) all obligations under employee benefit arrangements3.7.11 Vendor’s payroll for the Designated Employees for the period prior to the Closing Date, employment agreements or other similar arrangements which come due as a result of except to the transactions contemplated hereby, including extent specifically included in the Assumed Liabilities; 3.7.12 any stay or transaction bonusliabilities specifically excluded in the Signing Statement; and (k) all 3.7.13 any Current Liabilities arising not included in the Closing Statement. For purposes of clarity, and without limiting the generality of the foregoing, it is understood that other than the Assumed Liabilities the Vendor shall remain responsible for any claims, liabilities or obligations of Vendor, in whole or in part, which arise, either before or after Closing, out of intentional violations or from facts or events which existed or occurred prior to the Closing Date, the whole to the complete exoneration of Applicable Law that are punishable by a material criminal fine or imprisonmentPurchaser.

Excluded Liabilities. Notwithstanding any provision to the contrary in Section 2.03, and except as otherwise provided in any Related Agreement, Buyer is assuming only shall not assume or be liable for, and shall not be deemed to have assumed or to have become liable for, the Assumed following Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or Entities (the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “"Excluded Liabilities”), including the following (which shall be Excluded Liabilities"): (a) all Liabilities to in respect of the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessExcluded Assets (including Non- Assigned Contracts); (b) (i) all Liabilities arising under any Seller Entity Plan and (ii) all Liabilities to, or attributable or arising with respect to the extent arising out employment or termination of employment or relating to retirement of, any Excluded AssetSeller Entity Employee or any spouse, child, dependent, alternate payee or beneficiary of any Seller Entity Employee; (c) (i) all Liabilities and commitments arising under COBRA in respect of TaxesBusiness Employees insofar as the Liabilities relate to qualifying events (within the meaning of COBRA) that occur prior to, other than those at or in connection with the Closing; and (ii) all Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02arising under Title IV of ERISA in respect of any Seller Entity Plan; (d) all Liabilities and commitments relating to (i) current or former employees arising out of Seller, any Indebtedness of any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of SellerEntities; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of any obligations to, or relating to agreements by, any guarantee Seller Entity or consignment arrangements involving Seller and Engineered Materials Solutionsany of its Affiliates, Inc., in each case other than the Replacement Guaranteeas provided for pursuant to this Agreement or any Related Agreement; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses Liabilities in respect of Taxes for which Seller is responsible liable pursuant to Section 13.0310.01 and Section 10.02; (g) all indemnification obligations owed to any Person who is Liabilities for goods delivered or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring services rendered prior to the Closing; (h) all Environmental Liabilities incurred in connection with effecting relating to the Restructuring (including Transfer Taxes and disposal, storage, transportation, discharge, release, recycling, or the cost arrangement for such activities, at any Off- Site Location by Seller or any Other Seller Entity, of obtaining required consents from third parties)Hazardous Substances that were generated at the Sites where the disposal, storage, transportation, discharge, release or recycling of such Hazardous Substances at such Off-Site Location occurred prior to the Closing; (i) all Excluded Environmental LiabilitiesLiabilities of Seller for assessments for Decommissioning and decontamination fees relating to Nuclear Fuel purchased and consumed at the Facility for periods prior to the Closing under 42 U.S.C. §2297g-1; (j) all obligations Liabilities of Seller for fees (including interest) payable to the DOE under employee benefit arrangementsArticle VIII of the DOE Standard Contract after the Closing for electricity generated by the Facility prior to the Closing (other than as provided in Section 2.03(g)(i)), employment agreements regardless of whether the fee is imposed retroactively or other similar arrangements is imposed prospectively (but then only for that portion of the fee that represents an increase in the fee to account for periods during which come due the DOE did not collect the fee), it being understood that, as between DOE and Buyer, Buyer shall become primarily liable for such fees as a result of its assumption of the transactions contemplated herebyDOE Standard Contract for the Facility, including any stay or transaction bonus; andbut that, as between Buyer and Seller, Seller shall remain responsible for such fees; (k) all Liabilities arising out and obligations expressly allocated to or retained by Seller or any Affiliate of intentional violations of Applicable Law that are punishable Seller in any Related Agreement; (l) all Liabilities for monetary fines, penalties or interest imposed by a material criminal fine Governmental Authority with respect to the Transferred Assets or imprisonmentthe export of controlled information in violation of export control Laws and regulations, the Facility or Seller to the extent resulting from actions or omissions prior to the Closing; (m) except to the extent expressly designated as an Assumed Liability in Section 2.03(m), all Liabilities relating to any Claim by a Third Party against or relating to the Seller Entities or the Transferred Assets (A) which is pending or threatened in writing prior to the Refueling or (B) which arises after the commencement of the Refueling and prior to the Closing and involves Excluded Disqualifying Conduct; (n) all Liabilities expressly designated as Excluded Liabilities set forth on Schedule 2.04(n); (o) all Pre-Closing Contractual Liabilities, including with respect to the CBAs except to the extent specifically provided in the Employee Matters Agreement; and (p) except to the extent specifically identified as Assumed Liabilities in clauses (a) through (o) of Section 2.03, all Liabilities arising from the Transferred Assets or ownership and operation of the Facility prior to the Closing.

Excluded Liabilities. Buyer is assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the its Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the its Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including but not limited to the following (which shall be Excluded Liabilities): following: (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Retained Subsidiaries of any the Retained Business; ; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; ; (c) all Liabilities and commitments relating to the Employee Plans except as expressly set forth in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; 8.01(h); (d) all Liabilities for Pre-Closing Taxes, other than Buyer’s portion of Property Taxes pursuant to Section 7.02, and commitments relating any other Tax liabilities of Seller or the Retained Subsidiaries and their Affiliates (other than the Purchased Subsidiaries) with respect to Taxes for any Tax period (or portion thereof); (e) (i) current all Liabilities and obligations, arising prior to, on or former employees after the Initial Closing, relating to the employment, compensation, employee benefits or termination of Selleremployment or service of any Business Employee that does not become a Continuing Employee, (ii) all Liabilities and obligations, whether arising prior to, on or after the Initial Closing, relating to the employment, compensation, employee benefits or termination of employment or service of any employee who is not a Business Employee, and (iii) all Liabilities and obligations relating to the employment, compensation, employee benefits or termination of service of any Business Employee not specifically assumed pursuant to Section 3.04(e); (f) all insurance-related Liabilities (other than any such liabilities relating to employee benefits) arising prior to the Initial Closing Date, whether or not required to be paid as of the Purchased Subsidiaries or any of the Retained Subsidiaries other thanInitial Closing Date, in each case, Business Employeesarising out of any claims or causes of action made under any insurance policy of Seller or any of its Subsidiaries, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) including, for the avoidance of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment doubt any Liabilities relating to an workers compensation, by any Business Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Initial Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (fg) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders finders’ fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; 12.03; (h) all Liabilities incurred to the extent relating to, arising out of or resulting from Seller’s gift card program and RARE Rewards loyalty program, except to the extent set forth in connection with effecting the Restructuring (including Transfer Taxes Section 3.04(a), Section 6.20 or Section 6.21; and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; Liabilities reasonably related to the matters set forth on Schedule 4.10 (jother than item 10 set forth therein) all obligations to the extent not covered under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result existing insurance policies of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonment.Seller and its Subsidiaries. 13

Excluded Liabilities. Buyer is assuming only Neither the Purchaser nor any of its Affiliates shall assume any Liabilities of the Sellers other than the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature(such unassumed Liabilities, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities):including: (a) all Liabilities for Taxes relating to the Business or the Purchased Assets for any Pre-Closing Tax Period, except to the extent arising out taken into account in the computation of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessClosing Working Capital; (b) all Liabilities to in respect of the extent arising out of or relating to any Excluded AssetAssets; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02Pre-Closing Environmental Liabilities; (d) any Liability under any indemnification or other obligation pursuant to any Lease that arises from or relates to any Excluded Liability; (e) all Liabilities owed by any Seller to any Affiliate of any Seller or any Subsidiary of any Seller; (f) any Liability of a Seller for costs and commitments expenses incurred in connection with this Agreement and the transactions contemplated hereby; (g) any Liabilities relating to the Benefit Plans (iincluding all withdrawal liability with respect to any multiemployer plan) current other than those expressly designated herein as Assumed Liabilities; (h) any indebtedness for borrowed money or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, guarantees thereof outstanding as of the Closing Date, are on a leave other than current accounts payable or accrued expenses of absence resulting from a reduction in force or a “bridging” of age and/or service credit for purposes of an Employee Plan; (iv) compensation deferred by Business Employees prior the Sellers Relating to the Closing Date; (v) Business incurred or accrued in respect the ordinary course of former Business Employeesbusiness, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating except to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director extent taken into account in the computation of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties)Working Capital; (i) all Excluded Environmental LiabilitiesLiabilities of a Seller relating to or arising from misclassification of any person as an independent contractor or as an exempt (vs. non-exempt employee), including but not limited to Liabilities for overtime wages, benefits and payments of employment-related Taxes; (j) all Liabilities with respect to any Action (excluding any Action related to Pre-Closing or Post-Closing Environmental Liabilities) to the extent such Action is caused by or arises out of facts, circumstances or conditions existing on or prior to the Closing Date (and, with respect to Actions arising under or relating to Liabilities pursuant to Environmental, Health and Safety Requirements, as consistent with the parties’ rights and obligations under employee benefit arrangementspursuant to the “Pre-Closing Environmental Liabilities” and “Post-Closing Environmental Liabilities” definitions and the indemnity provisions in Article IX); (k) except as set forth in Section 2.4(k) of the Sellers Disclosure Schedule, employment agreements or all legal, accounting, financial advisory, consulting and all other similar arrangements which come due as fees and expenses of third parties incurred by a result of Seller in connection with this Agreement, any Ancillary Agreement and the transactions contemplated hereby, including any stay hereby or transaction bonusthereby; and (kl) all Liabilities arising out any Liability of intentional violations a Seller under this Agreement, any Ancillary Agreement or under any side agreement between a Seller on the one hand and the Purchaser on the other hand entered into on or after the date of Applicable Law that are punishable by a material criminal fine or imprisonmentthis Agreement.

Excluded Liabilities. Buyer is assuming only Other than the Assumed Liabilities from Seller and Liabilities, the Retained Subsidiaries and is Purchaser shall not assuming assume or otherwise be responsible for any other Liability of Seller or any Liabilities of the Retained Subsidiaries of whatever natureSeller (collectively, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”). DGT and/or the Seller shall pay, including perform and discharge the following (which shall be Excluded Liabilities):. Without limiting the foregoing, Excluded Liabilities shall mean every Liability of the Seller other than the Assumed Liabilities including, without limitation: (a) all any Liabilities to of the extent Seller arising out of or relating to the operation or conduct of the Business prior to the Closing Date which are neither (i) fully reflected on the Final Closing Balance Sheet as finally determined in accordance with Section 2.7, nor (ii) expressly assumed by Seller or any the Purchaser under the terms of its Subsidiaries of any Retained Businessthis Agreement; (b) any and all Liabilities in respect of the Seller Owned Real Property (other than Liabilities of the Purchaser under the Lease), except to the extent arising out the Seller can demonstrate that any such Liabilities result from actions taken by the Purchaser in the operation of or relating the Business on the Seller Owned Real Property (and not from the fact that the Purchaser will be an operator of the Real Property pursuant to any Excluded Assetapplicable Environmental, Health and Safety Requirements) following the Closing Date; (c) all Liabilities and commitments in any Liability of the Seller with respect of Taxes, other than those Liabilities and commitments to indebtedness for which Buyer is responsible pursuant to Section 8.02borrowed money; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any Liability of the Purchased Subsidiaries Seller or DGT under this Agreement or under any other agreement entered into by the Seller in connection with the consummation of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of SellerContemplated Transactions; (e) all Indebtedness (other than any Liability of the Transferred Indebtedness) including all Liabilities arising out of Seller which relates to the Excluded Assets or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement GuaranteeExcluded Contract; (f) all obligations any Liability of the Seller or DGT to any broker, finder shareholder or agent for any investment banking Affiliate of the Seller or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03DGT; (g) (i) any and all indemnification obligations owed Liabilities for Taxes with respect to the Acquired Assets and the Business attributable to Pre-Closing Tax Periods, (ii) any Person who is or was an officer or director and all Liabilities for Taxes of DGT, the Seller or any Subsidiary prior to of their respective Affiliates for any taxable period, and (iii) Taxes of the Closing in respect Seller for which the Purchaser is held liable as a transferee, successor, by operation of actions law or omissions occurring prior to the Closing;otherwise; and (h) all any joint and several Liabilities incurred in connection with effecting of DGT or the Restructuring (including Transfer Taxes and Seller, if any, imposed on either of them by virtue of being a member of a controlled group of corporations within the cost meaning of obtaining required consents from third parties); (iSection 414(b) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay Code or transaction bonus; and (kpart of a trade or business under common control within the meaning of Section 414(c) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentthe Code.

Excluded Liabilities. Buyer is assuming only shall not assume or be obligated to pay, perform or otherwise discharge any liability or obligation of Sellers, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Buyer pursuant to the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable Assumption Agreement (all such Liabilities liabilities and obligations not being assumed being herein referred to as called the “"Excluded Liabilities”)") and all Excluded Liabilities shall remain the obligations of Sellers. Notwithstanding anything to the contrary in Section 2.3, including Excluded Liabilities shall include the following (which shall be Excluded Liabilities):following: (ai) all Liabilities any liabilities in respect of Taxes for which Sellers are liable pursuant to Section 8.2; (ii) any intercompany payables and other liabilities or obligations of Sellers to any of their respective Affiliates (except to the extent arising out taken into account in the calculation of Closing Net Working Capital); (iii) any costs and expenses incurred by Sellers incident to their negotiation and preparation of this Agreement and their performance and compliance with the agreements and conditions contained herein; (iv) any liabilities or relating obligations in respect of any Excluded Assets; (v) the liabilities for which Sellers are liable pursuant to Section 8.3; (vi) the lawsuits, arbitrations, claims, suits, proceedings or investigations described in Schedule 5.22 (including any update of such Schedule but excluding item 5 in such Schedule); (vii) all liabilities or obligations of EBPLife Insurance Company and EBP Re, Ltd. and all liabilities or obligations of Employee Benefit Plans, Inc. that are not directly related to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business; (bviii) all Liabilities liabilities and obligations of Data Preparation, Inc. other than those specifically identified in a schedule to this Agreement or taken into account in the extent arising out calculation of or relating to any Excluded AssetClosing Net Working Capital; (cix) all Liabilities and commitments in respect the earn-out or other contingent payment obligations of Taxes, other than those Liabilities and commitments for which Buyer is responsible the Division pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, acquisition agreements identified in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy5.5(B), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (kx) all Liabilities arising out any indebtedness for borrowed money of intentional violations of Applicable Law that are punishable by a material criminal fine FFMC or imprisonmentany Subsidiary except to the extent reflected on the Interim Balance Sheet (including any interest thereon).

Excluded Liabilities. Buyer is assuming only the Assumed Liabilities from The obligations for which Seller shall remain responsible shall include (and the Retained Subsidiaries following are not Assumed Liabilities) (collectively, the "EXCLUDED LIABILITIES"): (1) All of the Seller's long-term and is bank or other funded debt, including but not assuming any other Liability of Seller limited to all obligations pursuant to or related to the following: all obligations secured by liens or security interests against any of the Retained Subsidiaries Assets, in favor of whatever natureBank of Tokyo-Mitsubishi Trust Company ("BOT") or Texas Commerce Bank National Association as Collateral Trustee (the "COLLATERAL TRUSTEE"), whether presently in existence but excluding any capital leases described on Exhibit 1.3; (2) Liabilities, indebtedness, commitments or obligations, claims, suits, mortgages, contingent liabilities and responsibilities of any kind whatsoever arising hereafter. All such other from the Hospital or its operations relating to the period prior to Closing, except for Assumed Liabilities; (3) Liabilities shall be retained or obligations with respect to the ownership or operation of any assets owned or operated by and remain Liabilities of Seller or Shareholder other than the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities):Assets; (a4) all Liabilities to the extent and obligations arising out of from or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessExcluded Assets; (b5) The assets and liabilities of all employee benefit plans except with respect to the vacation/holiday and sick leave assumed pursuant to Section 1.3(2); (6) All liabilities and commitments relating to the time periods prior to and including Closing for all of the following: all impositions of income tax and other taxes; except pursuant to Section 6.20, any liabilities under environmental laws; except pursuant to Section 1.3(2) all Liabilities employee (and former employee) wages, salaries and benefits including, without limitation, ERISA, and COBRA liabilities and obligations, and all obligations to give notice of and to provide continuation health care coverage for employees, former employees, and their dependents or any qualified beneficiary of such employees in accordance with the extent requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (hereinafter referred to as "COBRA COVERAGE"), including, without limitation, all liabilities, taxes, sanctions, interest and penalties imposed upon, incurred by or assessed against Buyer or any affiliated corporation within a controlled group relationship with Buyer (as determined under Section 414 of the Internal Revenue Code), and any of their employees, arising out by reason of or relating to any Excluded Asset;failure to provide the COBRA coverage. (c7) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of SellerAny intercompany payables, any of the Purchased Subsidiaries payables to Eastwood Medical Center, L.P., and any liabilities or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating obligations connected to any guarantee previous bankruptcy or consignment arrangements involving Seller and Engineered Materials Solutionsreorganization of Eastwood Medical Center, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonusL.P.; and (k) all Liabilities arising out 8) Any liabilities or obligations of intentional violations of Applicable Law that Seller or Shareholder which are punishable not specifically assumed by a material criminal fine or imprisonmentBuyer pursuant to this Agreement.

Excluded Liabilities. Except as expressly provided in Section 2.3 or elsewhere in this Agreement, the Buyer is assuming only shall not assume any Liabilities relating to the Assumed Liabilities from Seller and Business, the Retained Subsidiaries and is not assuming any other Liability of Seller Purchased Assets or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafterSeller. All such other Liabilities including the following liabilities are, and shall be retained by and remain remain, the Liabilities of the Seller or the Retained Subsidiaries(collectively, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee the Excluded Assets; (b) all Liabilities of the Seller that do not arise out of or consignment arrangements involving are not related to the Business; (c) all trade payables of the Seller; (d) all Liabilities for coupons dropped on or before the Closing Date (regardless of when such coupon is or was redeemed); (e) all Liabilities related to (i) Taxes of the Seller and Engineered Materials Solutions, Inc., (ii) any other than Taxes related to the Replacement GuaranteeBusiness attributable to taxable periods or portions thereof ending on or prior to the Closing Date; (f) all obligations Liabilities for commissions and sales incentives payable to any broker, finder brokers or agent other representatives for any investment banking or brokerage fees, finders fees or commission relating to periods through (but not including) the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03Closing Date; (g) all indemnification obligations owed to any Person who is Liabilities arising out of or was an officer or director incurred in connection with the negotiation, preparation and execution of Seller or any Subsidiary prior to this Agreement and the Closing in respect Ancillary Agreements and the consummation of actions or omissions occurring prior to the Closingtransactions contemplated hereby and thereby, including fees and expenses of counsel, accountants and other experts; (h) all Liabilities incurred in connection with effecting for product liability claims for products sold by the Restructuring (including Transfer Taxes and Seller prior to the cost of obtaining required consents from third parties)Closing Date; (i) all Excluded Environmental LiabilitiesLiabilities for infringement by the Seller of any Intellectual Property rights of any Person; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result Liabilities of the transactions contemplated hereby, including any stay or transaction bonusSeller for environmental matters; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable expressly retained or agreed to be discharged by a material criminal fine or imprisonmentSeller pursuant to this Agreement.

Excluded Liabilities. Buyer is assuming only Except for the Assumed Liabilities from Seller as specifically and expressly provided for in Section 1.2 above, at the Retained Subsidiaries Closing hereunder, Purchaser shall not assume any liabilities or obligations (contingent or absolute and is whether or not assuming any other Liability determinable as of the Closing) of Seller or any of the Retained Subsidiaries of whatever natureBusiness, whether presently in existence such liabilities or arising hereafter. All such other obligations relate to payment, performance or otherwise, and all liabilities and obligations not expressly transferred to Purchaser hereunder as Assumed Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities):including: (a) all except for the Transfer Taxes that are to be borne or reimbursed by Purchaser as provided in Section 6.1, any liabilities and obligations of Seller for Taxes arising as a result of Seller’s operation of the Business or the transfer or ownership of the Acquired Assets before the Effective Time, except Taxes attributable to actions of the Purchaser or its Subsidiaries occurring after the Closing or to the extent reflected as a liability on the Closing Balance Sheet (as finally determined pursuant to Section 1.6(c)); (b) any environmental liabilities to the extent arising prior to the Effective Time to the extent attributable to the ownership of the Acquired Assets, or related to the conduct of the Business, prior to the Effective Time, regardless of when asserted; (c) any obligations or liabilities of Seller under (i) any of the Excluded Contracts or (ii) under any other Contract (other than the unmatured obligation to perform under Acquired Contracts) to the extent such obligation or liability arises out of or relates to the operation of the Business or the ownership of the Acquired Assets, in each case, prior to the Effective Time, regardless of when asserted; (d) any account payables arising in respect of transactions between Seller and its Subsidiaries; (e) any liabilities for and relating to Indebtedness, other than trade payables that are Assumed Liabilities pursuant to Section 1.2(a) and other than as contemplated by Section 1.2(c); (i) except as covered by clause (ii), any liabilities or obligations to any employee or former employee who is or was employed by Seller or any of its Subsidiaries (other than the Severance Liability, which shall be an Assumed Liability), including any liability or obligation for any unpaid bonuses, salaries or wages, unpaid or unused leave or pursuant to any Benefit Plan and (ii) any liabilities or obligations of Seller or any of its Subsidiaries to the extent arising out of or related to any employee grievances relating to periods prior to the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessEffective Time (collectively, the “Pre-Closing Employee Liabilities”); (bg) all Liabilities liabilities and obligations arising out of, resulting from or relating to claims, whether founded upon negligence, strict liability in tort or other similar legal theory, seeking compensation or recovery for or relating to injury to person or damage to property to the extent arising out of the conduct of the Business prior to the Effective Time, regardless of when asserted; (h) product warranty claims other than for repair or relating replacement of or credit for customers with respect to the Business, to the extent any such claim arises out of or relates to the operation of the Business or the ownership of the Acquired Assets, in each case, prior to the Effective Time, regardless of when asserted; (i) any liabilities or obligations in respect of any Excluded Asset; (cj) all Liabilities any account payable to the extent that it relates both to the Business and commitments in respect any other business of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02Seller (a “Shared Payable”); (dk) all Liabilities any liability to the extent arising prior to the Effective Time and commitments to the extent arising out of, resulting from or relating to any lease agreement between Seller and Ujeong Construction Co., Seller’s Lease of Apartment Complex I or Apartment Complex II, including any claim for back rent or failure to properly maintain the premises, regardless of when asserted; and (il) current any other liability or former employees obligation of Seller, any of the Purchased Subsidiaries Seller or any of the Retained Subsidiaries other thanits Subsidiaries, in each case, Business Employees, (ii) current including any liability or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 obligation directly or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities indirectly arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating related to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is operation of the Business or was an officer or director ownership of Seller or any Subsidiary the Acquired Assets prior to the Closing in respect of actions Effective Time, whether absolute or omissions occurring prior to contingent, accrued or fixed, known or unknown, matured or unmatured, determined or determinable, present, future or otherwise, except for the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Assumed Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonment.

Excluded Liabilities. Notwithstanding the provisions of Section 1.4 or any other provision hereof or any Schedule or Exhibit hereto and regardless of any disclosure to the Buyer, the Buyer is assuming only shall not assume any liabilities, obligations or commitments of the Sellers relating to or arising out of the operation of the Business or the ownership of the Acquired Assets prior to the Closing other than the Assumed Liabilities from Seller and (the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”"EXCLUDED LIABILITIES"), including the following (which shall be Excluded Liabilities):including, without limitation: (a) all Liabilities to liabilities resulting from outstanding checks of Xxxx presented for payment on or after the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessClosing Date; (b) liabilities related to any and all Liabilities workers' compensation and disability claims resulting from any injury incurred on or prior to the extent arising out of or relating to any Excluded AssetClosing Date; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments liabilities for which Buyer is responsible pursuant any medical treatment or service occurring on or prior to Section 8.02the Closing Date; (d) liabilities related to any and all Liabilities obligations under loans and commitments capital leases of Xxxx relating to the Business and all related contingent and accrued interest, fees and expenses, including those listed on SCHEDULE 1.5(D); (ie) current or former employees of Sellerliabilities with respect to all pending or, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other thanbased on written notice, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject threatened litigation and claims relating to the terms Business listed on SCHEDULE 3.14; (f) liabilities with respect to all product liability, product recalls, warranty claims, defective material claims and conditions of the applicable Employee Plan merchandise returns with respect to products sold and delivered by Xxxx on or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (eg) all Indebtedness liabilities for intercompany accounts payable to Hitachi; (other than the Transferred Indebtednessh) including all Liabilities liabilities for Taxes relating to or arising out of the Business accruing with respect to any time period occurring at or prior to Closing, except for (i) property taxes that are the responsibility of the Buyer under Section 5.7(b), (ii) Transfer Taxes, which the Buyer will pay, and (iii) any other Taxes to the extent specifically accrued for on the Closing Balance Sheet; (i) liabilities, obligations and commitments of Xxxx arising out of certain job work for Mitsubishi consisting of the front and rear knuckle and damper fork parts described on SCHEDULE 1.3(K); (j) liabilities with respect to all pending or, based on written notice, threatened litigation and claims relating to any guarantee infringement by Xxxx of any patent, copyright, trademark, trade name, know how, trade secret or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than proprietary right of any other person in connection with the Replacement Guaranteeconduct of the Business listed on SCHEDULE 3.15(B) for products shipped prior to the Closing Date; (fk) all obligations to any brokerfees and expenses incurred by the Sellers in connection with negotiating, finder or agent for any investment banking or brokerage feespreparing, finders fees or commission relating to closing and carrying out this Agreement and the transactions contemplated by this Agreement and any other fees Agreement, including the fees, expenses, disbursements and expenses for which Seller is responsible pursuant to Section 13.03the Sellers' attorneys, accountants, investment bankers and consultants; (gl) all indemnification obligations owed liabilities relating to or arising with respect to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonusExcluded Assets; and (km) all Liabilities liabilities relating to or arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentwith respect to the Environmental Claims listed on SCHEDULE 3.17(A) and SCHEDULE 3.17(F).

Excluded Liabilities. Buyer is assuming only and its Affiliates (including the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or Transferred Entity Group) shall have no obligations with respect to any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain following Liabilities of the Seller or Group, and the Retained SubsidiariesSeller Group shall remain responsible for paying, as applicable (performing and discharging when due all of such Liabilities not being assumed being herein referred to as (collectively, the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) all All Liabilities of Seller and the other members of the Seller Group to the extent either arising out of or relating to the operation or conduct by Seller or any Excluded Assets (including, for the avoidance of its Subsidiaries of any Retained doubt, all rights, privileges and claims under the Shared Contracts to the extent not relating to the TMA Business); (b) all All Liabilities for Taxes relating to the TMA Business, any member of the Transferred Entity Group and the Transferred Assets, in each case in respect of any Pre-Closing Period, except to the extent arising out of or relating to any Excluded AssetAssumed Liabilities under Section 2.3(d); (c) all All Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible agreed to be performed by Seller pursuant to Section 8.02the terms of the Transaction Documents; (d) all All Liabilities and commitments relating to (i) current or former employees of Seller, any arising out of the Purchased Subsidiaries or any matters identified on Section 3.7 of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) Seller Disclosure Schedule that are expressly retained brought by Seller RPost Communications, RPost Holdings, Phoenix Licensing and Landmark Technology (or their respective Affiliates) (the “IP Disputes”), except to the extent reserves for such Liabilities are included in the calculation of Closing Working Capital as finally determined pursuant to Article 9 Section 2.8; (e) All Liabilities resulting from the exit or Section 2.05(d) wind-up of any portion of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) TMA Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees any jurisdiction prior to the Closing Date; (v, including in connection with items 1 and 2 on Section 3.6(a) in respect of former Business Employees, the Seller Supplemental Pension Plan Disclosure Schedule, item 12 on Section 3.18 of the Seller Disclosure Schedule and (vi) stock option item 1 and other equity-based compensation plans 2 on Section 5.4 of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement GuaranteeDisclosure Schedule; (f) all obligations to All Liabilities arising out of and actually payable in respect of any broker, finder of the amounts or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant awards set forth on Exhibit C attached to Section 13.031.1(j) of the Seller Disclosure Schedule; (g) all indemnification obligations owed All Liabilities arising out of any of the amounts or awards set forth on Exhibit A or Exhibit B attached to any Person who is or was an officer or director Section 1.1(j) of the Seller or any Subsidiary prior Disclosure Schedule to the Closing extent any such amounts or awards paid by Buyer or its Affiliates is in respect excess of actions or omissions occurring prior to the Closing$2,500,000; (h) all All Liabilities incurred retained by Seller or any member of the Seller Group in connection accordance with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties);Article VI; and (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result Without duplication of the transactions contemplated herebyother provisions of this Section 2.4, including any stay or transaction bonus; and (kand all other Liabilities set forth on Section 2.4(i) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentthe Seller Disclosure Schedule.

Excluded Liabilities. Buyer is assuming only Except as otherwise expressly provided in this Agreement, Sunoco and the Contributing Subsidiaries shall retain sole responsibility for and shall pay, perform and discharge when due all Liabilities of Sunoco and any of the Contributing Subsidiaries, respectively, (regardless of whether asserted before or after the Closing) other than the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature(collectively, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including including, the following (which shall be Excluded Liabilities):: (a) all FCPA Liabilities to the extent arising out of or relating to the ownership, operation or conduct by Seller use of the Refinery Business or the Refinery Assets at any of its Subsidiaries of any Retained Businesstime prior to the Closing; (b) all Liabilities to associated with the extent arising out of or relating to any Excluded AssetContracts listed in Schedule 2.4(f); (c) (i) any and all Liabilities and commitments in respect income Taxes imposed on Sunoco or any of Taxesits Affiliates, other than those Liabilities and commitments for which Buyer is responsible (ii) the Property Taxes allocable to Sunoco pursuant to Section 8.0211.4, (iii) the Transfer Taxes allocable to Sunoco pursuant to Section 11.5, (iv) for the avoidance of doubt, any Taxes imposed on or with respect to the Excluded Assets, (v) without duplication of any Taxes described in clauses (i)-(iv), any Taxes of any Contributing Subsidiary imposed on NewCo as a transferee or successor of such Contributing Subsidiary and that are not imposed on or with respect to the Refinery Assets or the Refinery Business (other than any Property Taxes or Transfer Taxes allocable to NewCo pursuant to Section 11.4 or Section 11.5) and (vi) without duplication of any Taxes described in clauses (i)-(v), any and all other Taxes imposed on or with respect to the Refinery Assets or the Refinery Business for any taxable period (or portion thereof) ending before the Closing (other than any Property Taxes or Transfer Taxes allocable to NewCo pursuant to Section 11.4 or Section 11.5); (d) all Liabilities and commitments relating to (i) current or former employees of Seller, associated with any Refinery Contract for payment of the Purchased Subsidiaries current accounts payable for goods and services as delivered or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees provided prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of SellerClosing; (e) all Indebtedness Liabilities associated with any Downstream In-Transit Sale Obligation for delivery or provision of goods and services following the Closing; (other than f) all intra-group Liabilities owing to Sunoco or any of its Affiliates, unless otherwise explicitly set forth in, and in accordance with, the Transferred IndebtednessRetail Agreement, the TSA, or the SXL Agreements; (g) including all Environmental Liabilities arising out of or relating to the Refinery Business or Refinery Assets, including (i) any guarantee Environmental Condition or consignment arrangements involving Seller and Engineered Materials SolutionsEnvironmental Noncompliance, Inc., other than in either case to the Replacement Guarantee; extent occurring or in existence prior to the Closing; (fii) all obligations to fines or penalties assessed by any broker, finder or agent Governmental Authority for any investment banking Environmental Noncompliance, including any assessed under the Existing Refinery Consent Decree, in any case to the extent arising from ownership or brokerage feesoperation of the Refinery Assets, finders fees or commission their condition, prior to the Closing; (iii) those relating to the transactions contemplated by this Agreement and shipment, transfer, treatment, recycling, storage or Release of Hazardous Substances generated as a result of or in connection with any other fees and expenses for which Seller is responsible pursuant operations conducted at the Refinery Real Property or related to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary associated with the Refinery Business prior to the Closing Closing; and (iv) those relating to Remediation activities that are required under Environmental Laws because of Environmental Conditions or Environmental Noncompliance occurring or in respect of actions or omissions occurring existence prior to the Closing; (h) all Liabilities incurred in connection with effecting relating to the Restructuring (Excluded Assets, including Transfer Taxes and any Environmental Liabilities arising out of the cost of obtaining required consents from third parties)ownership, operation, use or maintenance thereof; (i) all Excluded Environmental LiabilitiesLiabilities arising pursuant to or relating to any Benefit Plans (including for the avoidance of doubt, all defined benefit plans) sponsored, maintained or contributed to by Sunoco or any of its ERISA Affiliates, including any pension withdrawal liabilities related to any Benefit Plan to which Sunoco or any other Person (whether or not incorporated) that, within the six-year period ending on the Closing, is or was treated as an ERISA Affiliate, currently contributes, has contributed or had an “obligation to contribute” (as defined in ERISA Section 4212) or any other Benefit Plan, including any Multiemployer Plan, that previously may have been established by Sunoco or any ERISA Affiliate to which Sunoco or any ERISA Affiliate has or had an “obligation to contribute” for current or former employees of Sunoco or such Person, including those listed in Schedule 2.6(i); (j) subject to the obligations in Article VII, all obligations under employee benefit arrangements, Liabilities arising from Sunoco or its Contributing Subsidiaries’ (i) employment agreements or other similar arrangements which come due as a result termination of the transactions contemplated herebyany Non-Hired Employees or (ii) employment or termination of any Acquired Employee before his or her Employment Date, including any stay benefits or transaction bonus; andcompensatory claims; (k) all Liabilities related to any of the Retained Litigation Matters (and the underlying facts thereof); and (l) all accounts payable and other current liabilities for goods and services arising out in the ordinary course of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentbusiness for periods prior to the Closing.

Excluded Liabilities. Buyer Notwithstanding the -------------------- provisions of Section 1.4, it is assuming only expressly understood and agreed that there shall be excluded from the Assumed Liabilities from Seller liabilities and obligations being assumed by Purchaser hereunder the Retained Subsidiaries following liabilities and is not assuming any other Liability obligations of Seller or any of the Retained Subsidiaries of whatever natureits Subsidiaries, whether presently in existence or arising hereafter. All such other not an Acquired Company (collectively, the "EXCLUDED LIABILITIES"), and that references herein to Assumed Liabilities shall be retained by and remain Liabilities of Seller or not include the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities):: (a) all Liabilities the indebtedness for borrowed money of Seller or any of its Subsidiaries, except to the extent reflected in Closing Cash (which amount shall not be in excess of U.S.$5 million); (b) any liability or obligation in respect of Taxes for which Seller is liable pursuant to Section 14.1; (c) any liability or obligation for which Seller or any of its Subsidiaries (other than the Acquired Companies) is made responsible pursuant hereto or to the Separation Agreements; (d) all Environmental Claims related to or arising from the operations of Seller or its Subsidiaries (other than the Acquired Companies) or their respective predecessors or the use of their assets (including the Purchased Assets) at the (i) Springfield, Massachusetts facility prior to the Closing Date or (ii) Nitro, West Virginia facility or LaSalle on, after or prior to the Closing Date, in each case, except to the extent set forth in the Separation Agreements (the "RETAINED ENVIRONMENTAL LIABILITIES"); (e) any inter-company payables, or inter-company loans owed to the Business from Seller or any Subsidiary (other than the Acquired Companies); and (f) all liabilities or obligations of the Liquidating Companies and all liquidator's liabilities arising out of or resulting from the liquidation of the Liquidating Companies; (g) all liabilities or obligations relating to LaSalle (except as provided in the Separation Agreements and for trade payables and sales rebates Related to the Business and liabilities and obligations under Business Contracts), including all liabilities relating to the Xxxxxxx Agreement and the Hercules Agreement; (h) all liabilities or obligations relating to the Nitro, West Virginia facility (except as provided in the Separation Agreements); (i) all liabilities or obligations relating to the Springfield, Massachusetts facility (except as provided in the Separation Agreements or as are related to the Purchased Assets at such facility or the operation thereof); and (j) any liability or conduct obligation arising in connection with or related to any violations by Seller or any of its Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or Competition Laws relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentconcerning rubber chemicals.

Excluded Liabilities. Buyer is assuming only Notwithstanding the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming provisions of Section 3.1 or any other Liability provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Retained Subsidiaries Assumed Liabilities, including, without limitation pre-Closing tort liabilities arising out of whatever nature, whether presently in existence the ownership or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities operation of Seller the Business or the Retained Subsidiaries, as applicable Purchased Assets prior to the Closing (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, timely pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. During the term of the Transition Service Agreement, Seller shall provide evidence of such payments to Buyer upon Bxxxx’s written request. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: 3.2.1. any Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including the following (which shall be Excluded Liabilities):fees and expenses of counsel, accountants, consultants, advisors and others; 3.2.2. any Liability for (a) all Taxes of Seller (or any stockholder or Affiliate of Seller) or relating to the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (b) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Seller pursuant to Section 8.3 (Taxes) of this Agreement; or (c) other Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law relating to the period prior to the Closing Date. 3.2.3. any Liabilities relating to or arising out of the Excluded Assets; 3.2.4. any Liabilities, including in respect of any pending or threatened Action, arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets on or prior to the Closing Date; 3.2.5. any product Liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Seller to the extent such Liability or claims relates to Business products sold on or prior to the Closing Date; 3.2.6. any recall, design defect or similar claims of any products manufactured or sold or any service performed by Seller to the extent related to Business products on or prior to the Closing Date; 3.2.7. any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the operation Closing or conduct otherwise to the extent arising out of any actions or omissions of Seller; 3.2.8. any accounts payable of Seller, other than the Assumed Liabilities; 3.2.9. any Liabilities under the Excluded Contracts or any other Contracts, (a) which are not validly and effectively assigned to Buyer pursuant to this Agreement; (b) which do not conform to the representations and warranties with respect thereto contained in this Agreement; or (c) to the extent such Liabilities arise out of or relate to a breach by Seller of such Contracts prior to Closing; 3.2.10. any Liabilities associated with indebtedness of Seller and/or the Business; and 3.2.11. any Liabilities arising out of, in respect of or in connection with the failure by Seller or any of its Subsidiaries of Affiliates to comply with any Retained Business; (b) all Liabilities to the extent arising out of Law or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentGovernmental Order.

Excluded Liabilities. Buyer is assuming only Notwithstanding anything to the Assumed Liabilities from Seller and contrary in Section 1.3, the Retained Subsidiaries and is Purchasers shall not assuming any other Liability of Seller assume or become responsible for any of the Retained Subsidiaries Sellers’ duties, obligations or liabilities that are not assumed by the Purchasers pursuant to the terms of whatever naturethis Agreement, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities the Bills of Seller Sale or the Retained Subsidiaries, as applicable Real Estate Assignments (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including and the following (which Sellers shall be remain fully and solely responsible for all of the Sellers’ debts, liabilities, contract obligations, expenses, obligations and claims of any nature whatsoever related to the Acquired Assets or the Facilities unless assumed by the Purchasers under this Agreement, in the Bills of Sale or in the Real Estate Assignments. The Excluded Liabilities):Liabilities shall include, without limitation: (a) any current liabilities of the Sellers with respect to the operation the Facilities prior to the Effective Date (i) which are not included in Net Working Capital, and (ii) which are not otherwise specifically included in the Assumed Obligations; (b) all Liabilities liabilities of the Sellers arising out of or relating to any act, omission, event or occurrence connected with the use, ownership or operation of the Facilities or any of the Acquired Assets prior to the Effective Date, other than as specifically included in the Assumed Obligations; (c) all intercompany liabilities of the Sellers with any of the Sellers’ affiliates, other than those relating to medical or other direct services provided by Seller or any of Sellers’ affiliates on fair market terms or liabilities relating to operation or ownership of the Facilities (such as for Accrued Paid Time Off), but only to the extent included in Net Working Capital; (d) all liabilities of the Sellers in connection with proceedings, claims, causes of actions, including claims of professional malpractice, general liability, property damage and workers’ compensation, to the extent arising out of or relating to acts, omissions, events or occurrences prior to the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessEffective Date; (be) all Liabilities liabilities of the Sellers relating to the Seller Cost Reports; (f) all liabilities of the Sellers for violations of any law, regulation or rule to the extent arising from acts or omissions prior to the Effective Date, including, without limitation, those pertaining to Medicare and Medicaid fraud or abuse; (g) all liabilities and obligations of Sellers in respect of periods prior to the Effective Date arising under the terms of the Medicare, Medicaid, Blue Cross, or other third party payor programs, and any liability of the Sellers arising pursuant to the Medicare, Medicaid, Blue Cross, or any other third party payor programs as a result of the consummation of any of the transactions contemplated under this Agreement; (h) overpayments determined to be due to Medicare through the conduct of the Medicare’s Recovery Audit Contractor program and to the State of Illinois through program audits or reviews conducted by the Illinois Department of Health Care and Family Services, to the extent related to any period prior to the Effective Date; (i) subject to Section 2.4, all federal, state, foreign or local tax liabilities or obligations of Sellers in respect of periods ending prior to the Effective Date, including, without limitation, any income tax, any franchise tax, any sales and/or use tax, and any FICA, FUTA, workers' compensation and any and all other taxes due and payable as a result of the exercise by the Hired Employees of such employees’ right to paid time off benefits accrued while in the employ of the Sellers; (j) other than as specifically included in the Assumed Obligations, all liability for any and all claims by or on behalf of the Sellers’ employees to the extent such liability relates to the period ending prior to the Effective Date, including, without limitation, liability relating to such time period for (i) any pension, profit sharing, deferred compensation or any other employee health and welfare benefit plans, (ii) any EEOC claim, wage and hour claim, unemployment compensation claim or workers’ compensation claim, and (iii) all employee wages and benefits, including, without limitation, accrued paid time off benefits and taxes or other liabilities related thereto in respect of the Sellers’ employees; (k) all liabilities and obligations to retired and former employees of the Facilities, including health and welfare benefits; (l) any and all obligations to the Hired Employees under WARN as a result of the acts of the Sellers or any affiliate(s) of the Sellers on and after the Effective Date; (m) all liabilities or obligations (without regard to when such liability or obligation is actually due and/or payable by the Sellers) arising out of any breach by the Sellers prior to the Effective Date of any Lease or Assumed Contract, but only with respect to the period from the date of the breach through the Closing Date; (n) all liabilities of the Sellers under the Excluded Contracts; (o) all liabilities of the Sellers to the Hired Employees with respect to any pension liabilities and other deferred compensation liabilities as of the Closing Date; (p) all liabilities of the Sellers under the Seller Plans, and all administrative costs associated with the Seller Plans; (q) liabilities or obligations arising from any and all indebtedness of Sellers for borrowed money, including all obligations pursuant to or related to any long-term debt instruments pertaining to the Sellers or any Facilities, including tax-exempt debt (the “Long-Term Debt”); (r) liabilities or obligations under the Xxxx-Xxxxxx Act or other restricted grant or loan programs with respect to restricted grants or loans made prior to the Effective Date; (s) all liabilities or obligations arising out of or relating to any Excluded Asset; actions (cor alleged actions) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries Sellers or any affiliate of Sellers constituting the Retained Subsidiaries other thansubject matter of Xxxxx Xxxxxxxxx, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonment.et al. v.

Excluded Liabilities. Buyer is assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries or any of whatever nature, whether presently in existence or arising hereaftertheir Affiliates. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities):following: (a) all Liabilities to the extent primarily arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business;; #88639600v31 (b) all Liabilities to the extent primarily arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries Seller or any of its Affiliates (other than the Retained Subsidiaries other than, Transferred Employees as provided in each case, Business Employees, Sections 2.04(g) and (iih)) current or former Business Employees (A) and all Liabilities that are expressly retained by Seller pursuant to Section 7.05 or Article 9 9; (d) all Indebtedness (other than Indebtedness solely among the Transferred Subsidiaries or Section 2.05(d) of Indebtedness that is taken into account in determining the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policyCash Consideration), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than Liabilities under the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement GuaranteeHedging Contracts; (f) all obligations Liabilities to any broker, finder or agent for any investment banking or brokerage fees, finders finders’ fees or commission commissions relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) subject to Section 8.03(e), all indemnification obligations owed to any Person who is or was an officer or director Liabilities of Seller or any Subsidiary prior to and the Closing in respect of actions or omissions occurring prior to the ClosingRetained Subsidiaries for Taxes; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties);related to any Divested Business; and (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonment.

Excluded Liabilities. Buyer is assuming only For the avoidance of doubt, Purchaser shall not assume and shall be deemed not to have assumed, and Sellers shall be solely and exclusively liable with respect to, any and all Liabilities of Sellers other than the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature(collectively, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt, including the following (which shall be Excluded Liabilities):Liabilities include, and the Assumed Liabilities do not include, the following: (a) all Liabilities existing prior to the extent arising out of or relating Petition Date, other than any such Liabilities existing prior to the operation or conduct Petition Date expressly assumed by Seller or any of its Subsidiaries of any Retained BusinessPurchaser pursuant to Section 2.3; (b) all Liabilities relating to the extent or arising out of the ownership or relating to any operation of an Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, for Income Taxes due or payable by Sellers for any Tax period (or portion thereof) or any other than those Liabilities and commitments for which Buyer is responsible pursuant to Taxes not expressly assumed under Section 8.022.3(i); (d) all Liabilities and commitments relating to (i) of Sellers in respect of any current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries Seller other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are than Employee Liabilities expressly retained by Seller pursuant to Article 9 or assumed under Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy2.3(f), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred IndebtednessExcluded 503(b)(9) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement GuaranteeClaims; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03[Reserved]; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to Administrative Professional Claims, other than the Closing in respect of actions or omissions occurring prior to the ClosingAdministrative Professional Claims expressly assumed under Section 2.3(h); (h) all Liabilities incurred under or relating to the Employee Benefit Plans other than Employee Liabilities expressly assumed under Section 2.3(f) and Liabilities set forth in connection with effecting Section 2.3(a) in respect of the Restructuring (including Transfer Taxes Assigned Benefit Plans and Policies; provided, however, that all Liabilities relating to the Boscov's Profit Sharing and Deferred Savings Plan and the cost split dollar life insurance agreements to insure the lives of obtaining required consents from third parties)Latkin family members shall be Excluded Liabilities; (i) all Excluded Environmental LiabilitiesLiabilities of Sellers under this Agreement, including Liabilities relating to amounts required to be paid by any Seller hereunder; (j) all obligations under employee benefit arrangements, employment agreements or trade payables (other similar arrangements which come due than the Assumed Trade Payables) and all other Liabilities expressly described as a result of the transactions contemplated hereby, including any stay or transaction bonusExcluded Liabilities in this Agreement; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine under or imprisonmentrelating to the First Lien Prepetition Facility or any reclamation or similar claim.

Excluded Liabilities. Buyer is assuming only Except as otherwise expressly provided in this Agreement, Sunoco and the Contributing Subsidiaries shall retain sole responsibility for and shall pay, perform and discharge when due all Liabilities of Sunoco and any of the Contributing Subsidiaries, respectively, (regardless of whether asserted before or after the Closing) other than the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature(collectively, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including including, the following (which shall be Excluded Liabilities):: (a) all FCPA Liabilities to the extent arising out of or relating to the ownership, operation or conduct by Seller use of the Refinery Business or the Refinery Assets at any of its Subsidiaries of any Retained Businesstime prior to the Closing; (b) all Liabilities to associated with the extent arising out of or relating to any Excluded AssetContracts listed in Schedule 2.4(f); (c) (i) any and all Liabilities and commitments in respect income Taxes imposed on Sunoco or any of Taxesits Affiliates, other than those Liabilities and commitments for which Buyer is responsible (ii) the Property Taxes allocable to Sunoco pursuant to Section 8.0211.4, (iii) the Transfer Taxes allocable to Sunoco pursuant to Section 11.5, (iv) for the avoidance of doubt, any Taxes imposed on or with respect to the Excluded Assets, (v) without duplication of any Taxes described in clauses (i)-(iv), any Taxes of any Contributing Subsidiary imposed on NewCo as a transferee or successor of such Contributing Subsidiary and that are not imposed on or with respect to the Refinery Assets or the Refinery Business (other than any Property Taxes or Transfer Taxes allocable to NewCo pursuant to Section 11.4 or Section 11.5) and (vi) without duplication of any Taxes described in clauses (i)-(v), any and all other Taxes imposed on or with respect to the Refinery Assets or the Refinery Business for any taxable period (or portion thereof) ending before the Closing (other than any Property Taxes or Transfer Taxes allocable to NewCo pursuant to Section 11.4 or Section 11.5); (d) all Liabilities and commitments relating to (i) current or former employees of Seller, associated with any Refinery Contract for payment of the Purchased Subsidiaries current accounts payable for goods and services as delivered or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees provided prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of SellerClosing; (e) all Indebtedness Liabilities associated with any Downstream In-Transit Sale Obligation for delivery or provision of goods and services following the Closing; (other than f) all intra-group Liabilities owing to Sunoco or any of its Affiliates, unless otherwise explicitly set forth in, and in accordance with, the Transferred IndebtednessRetail Agreement, the TSA, or the SXL Agreements; (g) including all Environmental Liabilities arising out of or relating to the Refinery Business or Refinery Assets, including (i) any guarantee Environmental Condition or consignment arrangements involving Seller and Engineered Materials SolutionsEnvironmental Noncompliance, Inc., other than in either case to the Replacement Guarantee; extent occurring or in existence prior to the Closing; (fii) all obligations to fines or penalties assessed by any broker, finder or agent Governmental Authority for any investment banking Environmental Noncompliance, including any assessed under the Existing Refinery Consent Decree, in any case to the extent arising from ownership or brokerage feesoperation of the Refinery Assets, finders fees or commission their condition, prior to the Closing; (iii) those relating to the transactions contemplated by this Agreement and shipment, transfer, treatment, recycling, storage or Release of Hazardous Substances generated as a result of or in connection with any other fees and expenses for which Seller is responsible pursuant operations conducted at the Refinery Real Property or related to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary associated with the Refinery Business prior to the Closing Closing; and (iv) those relating to Remediation ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. activities that are required under Environmental Laws because of actions Environmental Conditions or omissions Environmental Noncompliance occurring or in existence prior to the Closing; (h) all Liabilities incurred in connection with effecting relating to the Restructuring (Excluded Assets, including Transfer Taxes and any Environmental Liabilities arising out of the cost of obtaining required consents from third parties)ownership, operation, use or maintenance thereof; (i) all Excluded Environmental LiabilitiesLiabilities arising pursuant to or relating to any Benefit Plans (including for the avoidance of doubt, all defined benefit plans) sponsored, maintained or contributed to by Sunoco or any of its ERISA Affiliates, including any pension withdrawal liabilities related to any Benefit Plan to which Sunoco or any other Person (whether or not incorporated) that, within the six-year period ending on the Closing, is or was treated as an ERISA Affiliate, currently contributes, has contributed or had an “obligation to contribute” (as defined in ERISA Section 4212) or any other Benefit Plan, including any Multiemployer Plan, that previously may have been established by Sunoco or any ERISA Affiliate to which Sunoco or any ERISA Affiliate has or had an “obligation to contribute” for current or former employees of Sunoco or such Person, including those listed in Schedule 2.6(i); (j) subject to the obligations in Article VII, all obligations under employee benefit arrangements, Liabilities arising from Sunoco or its Contributing Subsidiaries’ (i) employment agreements or other similar arrangements which come due as a result termination of the transactions contemplated herebyany Non-Hired Employees or (ii) employment or termination of any Acquired Employee before his or her Employment Date, including any stay benefits or transaction bonus; andcompensatory claims; (k) all Liabilities related to any of the Retained Litigation Matters (and the underlying facts thereof); and (l) all accounts payable and other current liabilities for goods and services arising out in the ordinary course of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentbusiness for periods prior to the Closing.

Excluded Liabilities. Buyers do not assume, and Buyer is assuming only the Assumed Liabilities from Seller Parent does not assume, and the Retained Subsidiaries and is will not assuming any other Liability of Seller or become responsible for any of the Retained Subsidiaries following liabilities and obligations of whatever natureSellers (collectively, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “"Excluded Liabilities”), including the following (which shall be Excluded Liabilities"): (a) all Liabilities to the extent arising out of or Taxes based on income relating to the Purchased Assets or the operation or conduct by Seller or any of its Subsidiaries of any Retained Businessthe Purchased Assets for periods prior to the Closing Date other than Taxes relating to the Imo Subsidiaries; (b) all Liabilities liabilities and obligations of Sellers or the Business under notes payable to the extent arising out of banks or relating other indebtedness for moneys borrowed, except as expressly assumed pursuant to any Excluded AssetSection 2.3(h); (c) all Liabilities and commitments in liabilities with respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible to Seller Parent's Pension Plan except as expressly assumed pursuant to Section 8.022.3(f); (d) all Liabilities liabilities and commitments obligations relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of SellerSubordinated Debt; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or liabilities and obligations relating to any guarantee claims, expenses, losses, costs or consignment arrangements involving indebtedness incurred by II Acquisition Corp., Seller and Engineered Materials Solutions, Inc., other than Parent or their affiliates in connection with the Replacement Guaranteeacquisition of Seller Parent by II Acquisition Corp.; (f) all liabilities and obligations to any broker, finder or agent of the Sellers for any investment banking division of Sellers other than the GEMS Sensors Segment or brokerage feesfor any discontinued operations or former division or subsidiary of the Sellers, finders fees or commission relating except to the transactions contemplated extent such discontinued operation, former division or subsidiary was owned or operated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03the GEMS Sensors Segment; (g) all indemnification liabilities and obligations owed of Sellers relating to any Person who is or was an officer or director of Seller Parent's corporate headquarters operations or any Subsidiary prior other business segment except as relates to the Closing in respect of actions or omissions occurring prior to the ClosingTransitioning Employees; (h) all Liabilities incurred in connection with effecting leases and other liabilities and obligations related to the Restructuring (including Transfer Taxes and operation of Sellers' sales offices to the cost of obtaining required consents from third parties)extent not listed on Schedule 2.3 hereto; (i) all Excluded Environmental Liabilitiesliabilities and obligations with respect to any current employee of the Business except as expressly assumed pursuant to Article VII; (j) all intercompany payables obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; andBusiness other than those expressly assumed pursuant to Section 2.3(e); (k) all Liabilities environmental liabilities, known or unknown, associated with the facility formerly owned and occupied by the Business in Hartford, Connecticut; (l) all liabilities and obligations of any Seller to any current and former officers and directors of Sellers, other than Transitioning Employees and former officers and directors of Sellers who were employees of the GEMS Sensors Segment; (m) all liabilities and obligations of the Sellers' relating to Sellers' former Xxxxxxxxx and CEC businesses except for those arising from the distribution of Xxxxxxxxx and CEC products by the GEMS Sensors Segment; (n) all liabilities and obligations of any Seller to any current and former shareholders of Sellers; (o) all liabilities and obligations of Sellers, II Acquisition Corp. or any of their affiliates to Credit Suisse First Boston Corporation and Xxxxxxxx & Co. Inc. and their affiliates; and (p) all other liabilities, obligations and commitments, known or unknown, of Sellers arising out of intentional violations the ownership, operation or conduct of Applicable Law that are punishable by a material criminal fine the business of Sellers other than the Business, or imprisonmentthe ownership, use or operation of any assets of the Sellers other than the Purchased Assets, if and to the extent such liabilities, obligations and commitments relate to the business of the Sellers other than the Business.

Excluded Liabilities. Buyer is assuming only Except for the Assumed Liabilities from Seller Liabilities, each Selling Entity agrees to timely discharge and perform all of its liabilities and obligations related to the Retained Subsidiaries and is not assuming any other Liability of Seller or any of Business, the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller Purchased Assets or the Retained Subsidiaries, Facilities payable after Closing as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”)they become due, including the following (which shall be the foregoing, including the following being the "Excluded Liabilities"): (a) all Liabilities liabilities and obligations arising from (x) the litigation matters (the "Retained Litigation") described on Schedule 4.21 (except to the extent arising out of or relating liabilities assumed by Buyer pursuant to the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessSection 1.3(c)), (y) environmental matters described on Schedule 4.10 and (z) claims described on Schedule 4.18; (b) all Liabilities liabilities and obligations relating to products sold prior to the extent arising out end of the Closing Date, including product liability claims, claims for damages to person or property and claims relating to any Excluded Assetcarpal tunnel syndrome; (c) all Liabilities liabilities and commitments obligations for any products sold prior to the end of the Closing Date that do not comply with applicable warranties or that are otherwise defective to the extent such liability is in respect excess of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02the reserve set forth on the Balance Sheet; (d) all Liabilities liabilities and commitments obligations relating to any federal, foreign, state, county and other tax returns, reports and declarations of every nature (i) current or former employees of Sellerincluding income, any of employment, excise, property, sales and use taxes), except to the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained extent assumed by Seller Buyer pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy1.3(d), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or liabilities and obligations relating to any guarantee Plan (as hereinafter defined), as well as any and all claims of and obligations to (including wages, salary and overtime) employees of the Business to the extent related to the period through the end of the Closing Date or consignment arrangements involving Seller otherwise related to the acts of the Selling Entities except for severance liabilities arising from Buyer's failure to offer employment as required by Section 7.1 and Engineered Materials Solutions, Inc., other than accrued vacation reflected on the Replacement Guarantee;Settlement Statement; and (f) all liabilities and obligations to the Selling Entities and their Affiliates (as hereinafter defined) except as arising pursuant to this Agreement. The Buyer agrees that any brokerbenefits, finder rights, actions, settlements, or agent for assets arising from any investment banking of the Excluded Liabilities and not the Purchased Assets or brokerage fees, finders fees or commission relating the Assumed Liabilities shall belong exclusively to the transactions contemplated by this Agreement Selling Entities, and Buyer hereby waives any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is right or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentclaim thereto.

Excluded Liabilities. Buyer The Seller is assuming only retaining the Assumed following Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature(collectively, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessExcluded Assets; (b) all Retained Tax Liabilities; (c) Liabilities (other than Environmental Liabilities) to the extent arising out of or relating to any Excluded Asset; violations of Laws (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant Environmental Laws) by the Seller prior to Section 8.02Closing; (d) all Liabilities (other than Environmental Liabilities) to the extent arising out of breaches by the Seller of its obligations under the Assigned Contracts, Assigned Licenses, Assigned Easements or Real Property Leases prior to Closing; (e) trade accounts payable arising in the ordinary course of business and commitments relating to (i) current the Business or former employees of Seller, any of the Purchased Subsidiaries Assets, but in all cases, only to the extent such payables directly arise out of, or any of are attributable or allocable to, products or services provided to the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant prior to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to BuyerClosing, subject to Section 1.6(a) (the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan“Pre-Closing Payables”); (iii) Business Employees who, as of the Closing Date, are on a leave of absence resulting from a reduction in force or a “bridging” of age and/or service credit which for purposes of an Employee Planclarity, Pre-Closing Payables shall not include any trade payables arising out of Seller’s obligations under the Dock 15 Lease, which shall be Assumed Liabilities; (f) Pre-Closing Wages/Vacation; and (ivg) compensation deferred by all Indebtedness of the Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating . Notwithstanding anything to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all contrary set forth herein, Environmental Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all shall be Assumed Liabilities, not Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonment.

Excluded Liabilities. Buyer is assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming Notwithstanding any other Liability provision of Seller or any this Agreement, the liabilities and obligations of Sellers which are not to be assumed by Purchaser hereunder (the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “"Excluded Liabilities”), including ") are the following (which shall be Excluded Liabilities): following: (a) all Liabilities to the extent liabilities arising out of or relating Relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business; Excluded Assets (b) all Liabilities to the extent other than those liabilities arising out of or relating Relating to Purchaser's use of the Technology Licenses or the Composite Marks or the Mobil Marks pursuant to the Transition License Agreement); (b) the following liabilities (collectively, the "Excluded Environmental Liabilities"): (i) all liabilities resulting from (x) the existence or imposition of any obligation under any Environmental Law to remediate (including related sampling, investigating and monitoring) or to contribute or pay any amount towards remediation (including related sampling, investigating and monitoring) at any property (other than the Owned Real Property or the Leased Real Property) to which the Plastics Business disposed or arranged for the disposal of Hazardous Substances prior to the Closing, (y) the remediation (including related sampling, investigating and monitoring) described on Schedule 2.4(b)(i), and (z) any Environmental Claims pending as of the Closing; (ii) subject to Section 5.11, 75% of all liabilities resulting from any obligation imposed prior to the second anniversary of the Closing Date (whether or not all expenditures actually have been made prior to such date) under any Environmental Law (as in effect on the Closing Date) for remediation (including related sampling, investigating and monitoring) of any and all of the matters described in Schedule 2.4(b)(ii) (other than Compliance Costs) to the level of clean-up required by Environmental Laws (including applicable cleanup guidance manuals promulgated by federal or state environmental agencies) as in effect on the Closing Date, but not including costs of any sampling or other investigation (including legal and other professional fees) incurred by Purchaser to identify or confirm the presence of contamination; provided, however, that the aggregate amount of Excluded Asset; Environmental Liabilities comprehended by this clause (ii) and therefore to be borne by Sellers shall not exceed $10 million; and (iii) subject to Section 5.11, all liabilities in excess of the first $20 million incurred by Purchaser resulting from the imposition of any obligation under any Environmental Law (as in effect on the Closing Date) to remediate (including related sampling, investigating and monitoring) any and all contamination by Hazardous Substances at Owned Real Property or Leased Real Property (excluding any and all matters referred to in clause (i) or (ii) above and excluding Compliance Costs) attributable to activities on the Owned Real Property or Leased Real Property prior to the Closing and arising from facts unknown to Purchaser at the Closing and discovered following the Closing (excluding liability resulting from a change in Environmental Law following the Closing Date); provided, however, that Purchaser notifies Seller of the identification of such liability prior to the seventh anniversary of the Closing Date (whether or not all expenditures are actually made prior to such date); (c) all Liabilities and commitments liabilities arising out of the actions, suits, proceedings, disputes, claims or investigations identified in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; Schedule 2.4(c); (d) all Liabilities obligations and commitments relating liabilities to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Former Employees, (ii) current and Employees who are not employed by Purchaser, with respect to periods ending prior to, on or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to after the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than liabilities to Employees under the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement Mobil Plans and any other fees short- term disability, long-term disability and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to workers compensation benefits under the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonment.Mobil Plans for

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, (1) Buyer is assuming only shall not assume or be obligated to pay, perform or otherwise discharge any Liabilities of the Acquired Entities in respect of Outstanding Indebtedness, Intercompany Payables, Intercompany Agreements, Excluded Employee Liabilities, Pending Insured Claims, Known Insurable Claims or Covered Matters and (2) except for the Assumed Liabilities from Seller and the Retained Subsidiaries and is Liabilities, Buyer shall not assuming assume or be obligated to pay, perform or otherwise discharge any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable CISI (all such Liabilities not being assumed being herein clause (1) and (2) above are collectively referred to herein as the “Excluded Liabilities”). From and after the Closing, CISI shall remain liable for and shall pay, perform and discharge when due all Excluded Liabilities of CISI or any of its Affiliates (other than the Acquired Entities) that are not specifically included in the Assumed Liabilities, including the following (which shall be Excluded Liabilities):following: (a) all Liabilities of CISI under or related to the extent arising out Excluded Assets, including: (i) all Liabilities of CISI under or relating related to the operation Excluded Contracts; (ii) all Liabilities of CISI under or conduct by Seller or any related to Outstanding Indebtedness as of its Subsidiaries the Closing Date; and (iii) all Liabilities in respect of any Retained BusinessIntercompany Payables and Intercompany Agreements; (b) all Liabilities for Taxes with respect to the extent arising out of CISI Business or relating the Acquired Assets for any Taxable period (or portion thereof) ending on or prior to any Excluded Assetthe Closing Date other than Taxes for which the Buyer is responsible pursuant to Section 8.2; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02Excluded Employee Liabilities; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of SellerPending Insured Claims; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement GuaranteeKnown Insurable Claims; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03Third Party Consent Liabilities; (g) all indemnification obligations owed to any Person who is or was an officer or director Liabilities arising out of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the ClosingCovered Matters; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties);Concentra Transaction Expenses; and (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law created by this Agreement that are punishable by a material criminal fine or imprisonmentthe express obligation of CISI.

Excluded Liabilities. Buyer It is assuming only expressly understood and agreed that, notwithstanding anything to the Assumed Liabilities from contrary in this Agreement, Seller shall retain and the Retained Subsidiaries be solely responsible for performing, discharging or satisfying all obligations and is not assuming any other Liability liabilities of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained that are not expressly assumed by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred Buyer pursuant to as the “Excluded Liabilities”Section 1.1(c), including the following (which shall be collectively, the “Excluded Liabilities”): (ai) all Liabilities to the extent All obligations and liabilities arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessExcluded Assets; (bii) All obligations and liabilities of Seller for Environmental Matters, Releases of Materials of Environmental Concern and Off-Site Liabilities (all Liabilities as defined in Section 2.17(a)(vi)), subject to the limitations in Article VIII on Seller’s obligation to indemnify Buyer; (iii) All obligations and liabilities of Seller for Taxes to the extent provided in Article IX; (iv) All obligations and liabilities in respect of employee relations and benefits except to the extent assumed by Buyer in Section 10.4; (v) All obligations and liabilities in respect of workers’ compensation claims relating to injuries or other events that occurred prior to the Closing; (vi) all obligations and liabilities under or arising out of the Contracts that are a result of Seller’s breach or non-performance thereof where the claims in respect of such obligations and liabilities are asserted on or prior to the three-year anniversary of the Closing Date; (vii) all obligations and liabilities under the Licenses transferred pursuant to Section 1.1(a)(viii), if any, that are a result of Seller’s breach or non-performance thereof where the claims in respect of such obligations and liabilities are asserted on or prior to the three-year anniversary of the Closing Date; (viii) all obligations and liabilities arising out of the ownership, use or operation of any Owned Real Property to the extent such obligations and liabilities (A) result from Seller’s ownership, use or operation thereof prior to the Closing Date and (B) either claims in respect thereof are asserted on or prior to the three-year anniversary of the Closing Date or such obligations and liabilities are retained by Seller pursuant to this Section 1.1(d) and Article VIII; (ix) all obligations and liabilities arising out of the ownership, leasing, operation or use of any Leased Facility to the extent such obligations and liabilities (A) result from Seller’s ownership, leasing, operation or use thereof prior to the Closing Date and (B) either claims in respect thereof are asserted on or prior to the three-year anniversary of the Closing Date or such obligations and liabilities are retained by Seller pursuant to this Section 1.1(d) and Article VIII; (x) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods sold, or services provided, prior to the Closing Date to the extent claims in respect of such obligations and liabilities are asserted on or prior to the three-year anniversary of the Closing Date; (xi) all obligations and liabilities arising out of or relating to any Excluded Asset; product liability or service liability claim (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, including any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities such claim arising out of or relating to any guarantee injury to or consignment arrangements involving Seller and Engineered Materials Solutionsdeath of persons), Inc.damage to or destruction of property, other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission in each case relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is products or was an officer goods sold, or director of Seller or any Subsidiary services provided, prior to the Closing Date to the extent claims in respect of actions such obligations and liabilities are asserted on or omissions occurring prior to the Closingthree-year anniversary of the Closing Date; (hxii) All obligations and liabilities with respect to all Liabilities incurred in connection with effecting actions, suits, proceedings, disputes, claims or investigations arising or relating to any period prior to the Restructuring (including Transfer Taxes and Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonusClosing Date; and (kxiii) all Liabilities arising out All other obligations and liabilities of intentional violations Seller which are not Assumed Liabilities. Neither Buyer nor any Affiliate, employee, agent or other representative of Applicable Law Buyer shall undertake, directly or indirectly, any voluntary action, investigation or program whose sole or primary purpose is designed to discover or expose any obligation or liability of Seller that are punishable by a material criminal fine is or imprisonmentcould reasonably be expected to constitute an Excluded Liability hereunder.

Excluded Liabilities. Buyer is assuming only As used herein, the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities term "Excluded -------------------- -------- Liabilities" shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): mean: (a) all Liabilities any such liabilities and obligations arising from ----------- or related to environmental conditions at the Real Property or the Adjacent Property (during the time it was owned by Seller) which were intentionally concealed from Buyer by Seller and of which Buyer had no knowledge prior to the extent arising out Close of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business; Escrow; (b) all Liabilities any liabilities and obligations for remediation of Hazardous Substances which were removed from the Real Property or the Adjacent Property and were disposed of off-site, including, without limitation, at landfills or other recycling or disposal facilities, prior to the extent arising out Close of or relating to any Excluded Asset; Escrow; (c) all Liabilities fines or penalties assessed against Seller for acts and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; Close of Escrow (hprovided, however, that Buyer does not ----------------- act so as to induce the imposition of such fines and penalties unless Buyer's acts were compelled by law and except to the extent such fines or penalties may be covered by the Insurance Policies); (d) all Liabilities incurred in connection with effecting damages and liabilities caused by Seller's breach of this Agreement or any Exhibits attached hereto and incorporated herein; (e) liabilities for personal injury, including death and disability, occurring prior to the Restructuring (including Transfer Taxes and Close of Escrow caused to employees, contractors, invitees or guests or any other persons at or from the cost Real Property or the Adjacent Property, other than those for which the Buyer or any of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations its affiliates is responsible under employee benefit arrangementsthe Entry Permit, employment agreements or other similar arrangements which come due to the extent that such liabilities arise as a result of a failure of any contractor of Seller to maintain the transactions contemplated herebyinsurance which such contractor was obligated to maintain pursuant to such contractor contract with Seller or to the extent that such liabilities are alleged by an employee or former employee of Seller; (f) any liabilities or obligations arising solely from the SAWPA Plume, the Ontario Litigation or the Mushegain Litigation, as those matters are described more fully in Exhibit O --------- attached hereto; (g) any contractual liabilities of Seller other than those that may be specifically assumed by Buyer in this Agreement or any Exhibit hereto or (h) personal injury, including death and disability, occurring prior to the Close of Escrow caused to employees, contractors, invitees or guests or any stay other persons at or transaction bonus; and (k) all Liabilities arising out from the Real Property, other than those for which the Buyer or any of intentional violations of Applicable Law that are punishable by a material criminal fine its affiliates is responsible under the Entry Permit, to the extent such injury is not related to Hazardous Substances conditions at the Real Property or imprisonmentthe Adjacent Property.

Excluded Liabilities. Buyer is assuming only Notwithstanding anything to the Assumed Liabilities from Seller and the Retained Subsidiaries and is contrary contained in this Agreement, Purchaser shall not assuming be obligated to assume or to perform or discharge any other Liability of Seller Seller, any ERISA Affiliate or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All Employee Plan (such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities the Assumed Liabilities. Without limiting the foregoing, Seller shall retain and commitments for which Buyer is be responsible pursuant for, and Purchaser shall not be obligated to Section 8.02; (d) all Liabilities assume or to perform or discharge, and commitments relating to (i) current does not assume or former employees perform or discharge, any Liability of Seller, any of the Purchased Subsidiaries ERISA Affiliate or any Employee Plan at any time arising from or otherwise attributable to: (i) any Liability of Seller relating to the Retained Subsidiaries other than, in each case, Business Employees, that arises on or before the Closing Date and is not specifically assumed by Purchaser; (ii) current any Liability of Seller relating to real property leases or former Business Employees (A) that are expressly retained Facilities not specifically assumed by Seller Purchaser pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); 10.2; (iii) Business Employees who, as of any Liability relating to the Closing Date, 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; Excluded Assets; (iv) compensation deferred any Liability of Seller relating to Seller’s execution, delivery or performance of this Agreement or any document contemplated by Business Employees prior to the Closing Date; this Agreement; (v) in respect all Liabilities of former Business Employees, the Seller Supplemental Pension Plan and for all Cure Costs; (vi) stock option and other equity-based compensation plans of Sellerany outstanding bids, purchase orders, customer credits, customer deposits or lay away purchases to the extent not included in Section 2.1(c); (evii) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating transfer Taxes with respect to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03Agreement; (gviii) all indemnification obligations owed to any Person who is or was an officer or director Environmental, Health and Safety Liability of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the ClosingSeller; (hix) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonusEmployee Plan Liability; and (kx) all Liabilities arising out any Professional Fees or brokerage fees of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentSeller.

Excluded Liabilities. Buyer is assuming only the Assumed Except as specifically enumerated in Section 2.3(a), Purchaser and its Affiliates shall not assume and shall not be obligated to pay, perform or discharge, any Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries Sellers or their Affiliates of whatever natureany nature whatsoever (except as otherwise expressly provided herein) whether arising before, whether presently in existence on or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or after the Retained Subsidiaries, as applicable Closing (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including and the following (which Sellers shall, and shall be cause each of their Affiliates to, pay and satisfy in due course all Excluded Liabilities):Liabilities that they are obligated to pay and satisfy, including, without limitation, the following: (ai) all Liabilities Indebtedness related to the extent arising out of Business or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessPurchased Assets; (bii) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities accounts payable and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any accrued liabilities of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement Sellers and any other fees Liabilities of a type to be reflected on the financial statements of the Business or in the notes thereto and expenses for which Seller is responsible accrued or required to be accrued pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to GAAP through the Closing; (hiii) all Liabilities incurred in connection of the Sellers or their Affiliates (other than ShareFile) (A) for Taxes (1) with effecting respect to their operation of the Restructuring Business or the ownership or use of the Purchased Assets relating to any period (including Transfer Taxes or portion thereof) ending on or before the Closing Date, or (2) that arise out of the consummation of the transactions contemplated hereby, and (B) that arise out of the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result consummation of the transactions contemplated hereby, including the Seller Transaction Expenses (in each case, excluding Conveyance Taxes); (iv) all Liabilities for Taxes of ShareFile that are attributable to taxable periods (or portions thereof) that end on or before the Closing Date; (v) all Liabilities directly relating to or arising under any stay Retained Asset; (vi) any and all Liabilities relating to or arising out of any Non-Assigned Contract and Consent not obtained prior to the Closing in connection therewith except to the extent expressly contemplated by Section 2.3(a)(ii); (vii) all Liabilities relating to Business Employees who are not Transferred Employees and all Liabilities relating to Sellers’ termination of Transferred Employees, in each case, with the exception of any Liabilities of Purchaser and its Affiliates arising under Section 7.9; (viii) all Liabilities arising under or relating to any Seller Plan or ShareFile Plan other than the Transferred Plans, except as expressly contemplated herein; (ix) all Liabilities owed in respect of transaction bonusand long-term incentive bonuses to any Transferred Employee pursuant to the transaction bonus and retention agreement signed by the Company and such Transferred Employee and set forth on Schedule 2.3(b)(ix) (such agreements, collectively, the “Executive Transaction Bonus Agreements”), together with the employer’s portion of any employment Taxes associated with such payments and obligations (such Liabilities, collectively, the “Seller Portion of the Executive Transaction Bonus Agreement Liabilities”); (x) all Liabilities of any nature whatsoever, directly or indirectly, accruing or arising or otherwise relating to the period prior to the Closing with respect to Business Employees, with the exception of any Liabilities of Purchaser and its Affiliates expressly assumed under Section 2.3(a) or Section 7.9; provided, however, in the event that Purchaser is able to recover in connection with any such amounts from any of its insurance policies, the Excluded Liabilities contemplated by this Section 2.3(a)(x) shall be reduced by the net amount (after taking into account any costs personally incurred by Purchaser with regard to such recovery) recovered in connection therewith; (xi) all Liabilities under the LTI Awards, regardless of whether or not such Liabilities are part of a Transferred Plan, with the exception of the Purchaser’s Portion of the LTI Awards; (xii) a pro rata portion of all Liabilities in respect of any accrued and unpaid bonuses and commissions arising under the Bonus Plans that are the Cloud Software Group Corporate Incentive Plan and the Cloud Software Group Sales Incentive Plan, and owed to a Transferred Employee, regardless of whether or not such bonuses or commissions are part of a Transferred Plan, to the extent relating to services provided prior to the Closing, with the extent of such Liabilities determined by dividing (A) the number of days that elapsed from the first day of the applicable performance period under applicable Bonus Plan until the Closing Date by (B) 365 (which product, for the avoidance of doubt, shall in no event be more than one and any product more than one shall be deemed for all purposes hereunder to be equal to one), and then multiplying such product by the Liabilities owed to each such Transferred Employee, together with the employer’s portion of any employment Taxes associated with such payments and obligations (such amount, the “Seller Portion of the Other Bonus Liabilities”); and (kxiii) any and all Liabilities relating to or arising out of intentional violations of Applicable Law that are punishable any Bundled Contract except to the extent expressly contemplated by a material criminal fine or imprisonmentSection 2.3(a)(ii). The Parties acknowledge and agree that, from and after the Closing, the Sellers shall bear all the Liabilities relating to, and shall indemnify and hold harmless the Purchaser Entities and their respective Affiliates from and against Liabilities incurred with respect to, any Excluded Liabilities.

Excluded Liabilities. Buyer is assuming only Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser nor any of its Designees shall assume or be liable for or otherwise be obligated to pay, perform or discharge, and Tegal France shall not be liable for or otherwise be obligated to pay, perform or discharge, any Liabilities of any Seller Party of any nature whatsoever, whether accrued or unaccrued, absolute or contingent, known or unknown, and regardless of when asserted, other than the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as of the Seller Parties that neither Purchaser nor any of its Designees are assuming are the “Excluded Liabilities”). For the avoidance of doubt, including the following (which shall be Excluded Liabilities):Liabilities include: (a) all All Liabilities of any Seller Party or Tegal France that relate primarily to the extent arising out of Excluded Assets or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessExcluded Businesses; (b) all All Liabilities to of any Seller Party that arise on or at any time after the extent arising out of or relating to any Excluded AssetClosing Date other than the Assumed Liabilities; (c) all All Liabilities and commitments in respect of Seller or any Affiliate of Seller other than Tegal France for Taxes, other than those Liabilities and commitments whether accrued or arising prior to, at or after the Closing Date, including any Liability for which Buyer is responsible pursuant to Section 8.02Transfer Taxes; (d) all All Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries Tegal France other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (than Current Liabilities incurred in the case ordinary course of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees business prior to the Closing Date; that are expressly listed in the Pre-Closing Statement, to the extent (vand only to the extent) taken into account in respect the calculation of former Business EmployeesNet Working Capital. Without limiting the foregoing, the Seller Supplemental Pension Plan and following Liabilities of Tegal France are Excluded Liabilities: (vii) stock option and other equityall long-based compensation plans of Sellerterm liabilities incurred on or before the Closing Date; (eii) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out any income Tax obligations of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement GuaranteeTegal France for Pre-Closing Tax Periods; (fiii) all Liabilities that arise from the violation of law or breach of contractual or other obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (iv) Liabilities arising out of environmental claims relating to events that occurred or conditions that existed prior to the Closing; (v) Liabilities arising out of defect claims with respect to products delivered prior to the Closing; and (vi) Liabilities arising out of infringement claims relating to the Included Intellectual Property that are based on actions or omissions that occurred prior to the Closing Date; (e) All Liabilities of the Seller Parties and Tegal France for borrowed money or the deferred payment of purchase price or otherwise with respect to debt obligations; (f) All Liabilities of the Seller Parties for trade accounts payable; (g) All Liabilities relating to employees, consultants and directors of the Seller Parties, including with respect to payroll, vacation, sick leave, workers' compensation, unemployment benefits, pension benefits, or any employment, severance, retention or termination agreement; (h) all Liabilities incurred in connection All claims by equity or debt holders of any of the Seller Parties, including with effecting the Restructuring (including Transfer Taxes respect to this Agreement and the cost of obtaining required consents from third parties)transactions contemplated hereby, and all obligations, losses and other liabilities arising therefrom; (i) all Excluded Environmental LiabilitiesAll debts, obligations and other Liabilities of the Seller Parties that do not relate to the Included Businesses; (j) all obligations under employee benefit arrangements, employment agreements or All Liabilities relating to legal fees and expenses and other similar arrangements which come due as a result of transactional costs incurred by the Seller Parties and Tegal France with respect to this Agreement and the transactions contemplated hereby, including any stay or transaction bonus; and (k) all All debts, obligations and other Liabilities arising out of intentional violations the Seller Parties of Applicable Law any nature whatsoever that are punishable not expressly assumed by a material criminal fine or imprisonmentPurchaser in Section 2.3.

Excluded Liabilities. Buyer Notwithstanding Section 2.2(a) (and without implication that Purchaser is assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and is any liability not assuming any other Liability of Seller or expressly excluded by this Section 2.2(b) and, where applicable, without implication that any of the Retained Subsidiaries following would constitute Assumed Liabilities but for the provisions of whatever naturethis Section 2.2(b)), whether presently in existence or arising hereafter. All such other Liabilities shall be retained by the following claims against and remain Liabilities liabilities of Seller are excluded and shall not be assumed or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities):discharged by Purchaser: (ai) all Liabilities trade accounts payable and accrued and unpaid expenses of Seller not specifically set forth on SCHEDULE 2.2; (ii) any liabilities to any of Seller's Affiliates; (iii) any liabilities for legal, accounting, audit and investment banking fees, brokerage commissions not specifically set forth on SCHEDULE 2.2, other than such expenses incurred by Seller in connection with the negotiation and preparation of this Agreement and the sale of the Purchased Assets to Purchaser and related transactions; (iv) any liabilities of Seller for Taxes; (v) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money or otherwise not specifically set forth on SCHEDULE 2.2; (vi) any liabilities of Seller to the extent that their existence or magnitude constitutes or results in a breach of a representation, warranty or covenant made by Seller to Purchaser herein; (vii) any liabilities of Seller under those leases, contracts, insurance policies, commitments, sales orders, purchaser orders, and Governmental Authorizations which are not assigned to Purchaser pursuant to the provisions of this Agreement; (viii) any liabilities for retrospective or similar insurance adjustments; (ix) any liabilities of Seller in connection with or arising out of the transfer or relating to the operation or conduct by Seller or any of its Subsidiaries assignment of any Retained BusinessAssigned Contract; (bx) all Liabilities any liabilities of Seller under collective bargaining agreements pertaining to employees of Seller; any liabilities of Seller to pay severance benefits to employees of Seller whose employment is terminated prior to the extent arising out Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; or relating to any Excluded Assetliability under any Federal or state civil rights or similar law, or the so-called "WARN Act," resulting from the termination of employment of employees; (cxi) all Liabilities and commitments in product warranty liabilities of Seller with respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current products shipped on or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject prior to the terms Closing Date and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, products constituting finished goods inventory as of the Closing Date, are ; (xii) liabilities with respect to returns or allowances of products which were sold on a leave or prior to the Closing Date or which constitute finished goods inventory as of absence resulting from a reduction in force or a “bridging” the Closing Date and liabilities with respect to recalls of age and/or service credit for purposes of an Employee Plan; (iv) compensation deferred by Business Employees products sold prior to the Closing Date; , whether required by a governmental body or otherwise; (vxiii) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including, without limitation, any workmen's compensation claim) regardless of when said claim or liability is asserted, including, without limitation, any claim or liability for consequential or punitive damages in respect connection with the foregoing; (xiv) any liabilities for medical, dental, and disability (both long-term and short-term) benefits, whether insured or self-insured, accruing or based upon exposure to conditions, or aggravation of former Business Employeesdisabilities or conditions in existence, on or prior to the Seller Supplemental Pension Plan Closing Date or for claims incurred or disabilities commencing on or prior to the Closing Date, and (vi) stock option any liability for the foregoing, regardless of when accrued and other equity-based compensation plans regardless of when any condition existed, which arises by virtue of any employment relationship at any time with Seller; (exv) all Indebtedness any liability for or with respect to renegotiation of any contract which is subject to renegotiation; (other than the Transferred Indebtednessxvi) including all Liabilities any liabilities arising out of or relating to in connection with any guarantee or consignment arrangements involving Seller of Seller's employee welfare and Engineered Materials Solutions, Inc., other than the Replacement Guaranteepension benefit (including profit sharing) plans; (fxvii) all obligations any bonus or other compensation payments to any brokerSeller's employees which are owed by reason of the sale of the Purchased Assets, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any liabilities for salaries, wages, bonuses, vacation pay and other fees and expenses for compensation which are owed to employees of Seller is responsible pursuant to Section 13.03who do not become employees of Purchaser; (gxviii) all indemnification obligations owed to any Person who is liabilities arising out of or was an officer in connection with any violation of a statute, regulation or director directive of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closinga Governmental Authority; (hxix) all Liabilities incurred in connection any liabilities or obligations with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded respect to, or relating to, any Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements Laws or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonusenvironmental matters; and (kxx) all Liabilities arising out without limitation by the specific enumeration of intentional violations the foregoing, any liabilities not expressly assumed by Purchaser pursuant to the provisions of Applicable Law that are punishable by a material criminal fine or imprisonmentSection 2.2(a).

Excluded Liabilities. Buyer is assuming only Notwithstanding anything to the contrary provided in Section 3(a) hereof, Assumed Liabilities from Seller shall not include the following liabilities and obligations (the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “"Excluded Liabilities”), including the following (which shall be Excluded Liabilities"): (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilitiesany liability or obligation for money borrowed; (jii) all obligations under employee benefit arrangementsany liability or obligation for Excluded Taxes; (iii) any liability or obligation for costs and expenses (other than Transfer Taxes, employment agreements as defined in Section 4(c)(ii) hereof) in connection with the negotiation and execution of this Agreement or other similar arrangements which come due as a result the consummation of the transactions contemplated hereby; (iv) any liability or obligation of Sellers under this Agreement or under any other agreement between one or more of the Sellers and Buyer entered into on or after the date of this Agreement in accordance with the terms hereof; (v) any liability or obligation relating to any Sellers' Plans to the extent such liabilities are retained by Sellers pursuant to Section 11; (vi) any liability or obligation relating to stores or distribution centers formerly used in the operation of the Business that have been closed or sold prior to the date of this Agreement or otherwise are no longer used in the operation of the Business; (vii) all intercompany accounts between Sellers and the Company or any of the Company's affiliates, including which accounts are subject to Section 10(g) hereof; (viii) liabilities and obligations primarily related to the Excluded Assets (except as provided in Section 2 hereof) and any stay or transaction bonusother assets not transferred to and not purchased by Buyer; and (kix) any liability or obligation other than the Transfer Taxes payable in respect of the transfer of the State Street Xxxxxxxx Xxxxx'x store to the Company from the current owner and from the Company to Buyer (including as Excluded Liabilities all Liabilities arising out other Taxes) pertaining to the entering into or the termination of, or in any other way related to, the lease of intentional violations the State Street Xxxxxxxx Xxxxx'x store or the repurchase by the Company of Applicable Law that are punishable the State Street Xxxxxxxx Xxxxx'x store. Except as to Transfer Taxes payable in connection therewith (as provided above), the Company shall defend with counsel approved by a material criminal fine Buyer (which approval shall not be unreasonably withheld) and indemnify Buyer against any and all liabilities, obligations, losses, damages, fines, penalties, claims, demands, costs, charges, judgments and expenses, including reasonable attorneys' fees, which may be imposed upon or imprisonmentincurred or paid by or asserted against Buyer by reason of or in connection with the State Street sale-leaseback transaction, the termination of the lease of the State Street Xxxxxxxx Xxxxx'x Store and/or the reconveyance of the State Street Xxxxxxxx Xxxxx'x store to the Company, whether the indemnified obligations arise before or after the Effective Time. Sellers hereby agree to pay, perform and fully observe all Excluded Liabilities.

Excluded Liabilities. Buyer is assuming only Except for the Assumed Liabilities from Seller and Liabilities, the Retained Subsidiaries and Buyer is not assuming any other Liability of Seller or any the Seller. Without limiting the generality of the Retained Subsidiaries of whatever natureforegoing, whether presently in existence or arising hereafter. All such other Liabilities the Buyer is not assuming, and the Seller shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is solely responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to for: (i) current Liabilities to any employee, independent contractor, consultant, agent or former employees of Seller, any representative of the Purchased Subsidiaries Seller relating to services performed prior to the Closing Date, including, without limitation, Liabilities under any employment, consulting, severance pay, retirement, fringe benefit plan or other arrangement or agreement of any of the Retained Subsidiaries other than, in each case, Business Employees, kind; (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject Liabilities related to the terms and conditions of Transferred Lease occurring or arising prior to the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan)Closing Date; (iii) Business Employees who, as of Liabilities related to the Closing Date, 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 PlanExcluded Assets; (iv) compensation deferred by Business Employees Liabilities related to Transferred Contracts completed prior to or work performed prior to the Closing Date; (v) in respect Liabilities for taxes or indebtedness of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equitybut not including any taxes related to the Buyer’s post-based compensation plans Closing ownership, control, use, or operation of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) Purchased Assets, including all Liabilities arising out but not limited to any post-Closing reassessment of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than increases in taxes affecting the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to Purchased Assets as a result of the consummation of the transactions contemplated by this Agreement and any other fees and expenses for which Agreement); (vi) accounts payable, (vii) Liabilities of the Seller is responsible to Trifusion, LP or its partners pursuant to Section 13.03; that certain Asset Purchase Agreement dated February 21, 2011 (gthe “Trifusion Agreement”), (viii) all indemnification obligations owed Liabilities related to any Person who is the Transferred Customer Owned Inventory occurring or was an officer or director of Seller or any Subsidiary arising prior to the Closing Date (“Pre-Closing Customer Inventory Liabilities”), subject to the terms set forth in respect Section 11(a); or (ix) any other Liabilities related to the operation of actions or omissions occurring the Business prior to the Closing; Closing (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); clauses (i) all through (ix), the “Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonment”).

Excluded Liabilities. Buyer is assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and is Purchaser shall not assuming any other Liability of Seller assume or become responsible for any of Seller’s duties, obligations or liabilities that are not expressly assumed by Purchaser pursuant to the Retained Subsidiaries terms of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller this Agreement or the Retained Subsidiaries, as applicable Xxxx of Sale (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which and Seller shall be remain fully and solely responsible for all Excluded Liabilities):. The Excluded Liabilities shall include: (a) any liabilities of Seller with respect to the operation of the Hospital incurred prior to the Effective Time which are not otherwise specifically included in the Assumed Obligations; (b) all Liabilities liabilities of Seller arising out of or relating to any act, omission, event or occurrence connected with the use, ownership or operation by Seller of the Hospital or any of the Assets prior to the Effective Time, other than as specifically included in the Assumed Obligations; (c) all obligations and liabilities of Seller to Seller’s employees, including salary, wages and benefits accrued through the Effective Time, except to the extent assumed in Sections 1.4(c) and 1.4(d); (d) all liabilities of Seller in connection with claims of professional malpractice to the extent arising out of or relating to the operation acts, omissions, events or conduct by Seller or any of its Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees occurrences prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of SellerEffective Time; (e) all Indebtedness (liabilities of Seller for matching contributions for eligible beneficiaries’ 401(k) plans, Section 125 plans and other Seller Plans and all administrative costs associated with such welfare benefit plans other than as specifically included in the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement GuaranteeAssumed Obligations; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission liabilities of Seller relating to Seller Cost Reports with respect to periods ending prior to the transactions contemplated Effective Time and all liabilities of Seller with respect to refund, recoupment, set-off and other liabilities arising out of the xxxxxxxx to third party payors, including Medicare and Medicaid, for services rendered by this Agreement and any other fees and expenses for which Seller is responsible pursuant prior to Section 13.03the Effective Time; (g) all indemnification obligations owed to any Person who is or was an officer or director liabilities of Seller for violations of any law, regulation or any Subsidiary rule to the extent arising from acts or omissions prior to the Closing in respect of actions Effective Time, including those pertaining to Medicare and Medicaid fraud or omissions occurring prior to the Closingabuse; (h) all Liabilities incurred in connection with effecting liabilities of Seller under the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties)Excluded Contracts; (i) all Excluded Environmental Liabilities;liabilities of Seller for commissions or fees owed to any finder or broker in connection with the transactions contemplated hereunder; and (j) all other liabilities or obligations under employee benefit arrangements, employment agreements or other similar arrangements of Seller and/or the Hospital which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentnot Assumed Obligations.

Excluded Liabilities. Buyer is assuming only the Assumed Liabilities from Seller and Parent shall not assume or in any way be responsible for, and the Retained Sellers shall remain responsible for and shall pay, the following debts, claims, commitments, liabilities and obligations of Sellers and the Business (the "Excluded Liabilities"): (a) (i) all Tax liabilities (including those of the Transferred Subsidiaries and is not assuming any other Liability of Seller or any of those arising from the Retained Subsidiaries of whatever naturetransactions contemplated by Sections 7.1(c), whether presently in existence or arising hereafter. All such other Liabilities shall be retained by 3.12, and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”10.20), including penalties and interest, in respect of taxable years ending on or prior to the following Closing Date or portions thereof ending on or prior to the Closing Date, including Tax liabilities associated with the consummation of the transactions contemplated by this Master Agreement (including any liabilities associated with a Section 338(h)(10) Election, as defined in Section 3.3), but excluding the Assumed Pre-Closing Taxes, Parent's and Buyer's share of Transfer Taxes (as defined in Section 9.6), Taxes incurred as a result of transfers made pursuant to Section 2.5 (other than Sellers' share of Transfer Taxes with respect thereto, which shall be Excluded Liabilities): ), and Taxes incurred as a result of transfers among Parent, Buyer and their Affiliates, and (aii) all Liabilities Tax liabilities arising pursuant to the extent arising out of or relating to the operation or conduct by Seller Treasury Regulation 1.1502-6 or any similar provision of its Subsidiaries of any Retained Businessforeign, state or local law; (b) all Liabilities except as provided in Sections 2.3(e) and 2.3(k), indebtedness for borrowed money or negative cash balances relating to the extent arising out conduct of the Business for all periods prior to the Closing Date including all debt secured by mortgages or relating to any Excluded Assetdeeds of trust on the Owned Real Estate or on Sellers' leasehold estates in the Leased Real Estate; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02the extent related to the Excluded Assets; (d) all Liabilities intercompany payables and commitments relating to (i) current or former employees of Seller, any receivables arising from the conduct of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness the Retirement Plan Accruals and obligations under, or with respect to, any Seller Benefit Plan or collective bargaining agreement, except as specifically provided in Article 6, or except as accrued on the Audited Closing Balance Sheet with respect to the period from July 3, 1999, to the Closing Date as regards profit sharing contributions to be made to the Harrxx Xxxporation Union Retirement Plan or the Harrxx Xxxporation Retirement Plan; (f) Liabilities arising out of any Business Entity's failure or alleged failure to comply, prior to the Closing Date, with the rules and regulations of any Governmental Authority; (g) the Liabilities, if any, listed on Schedule 2.4; (h) Environmental Liabilities to the extent not reflected in the Baseline Financial Statements; (i) Liabilities of any Business Entity or any of its Affiliates (including, without limitation, any Environmental Liability) incurred by any Business Entity or any of its Affiliates in connection with the conduct of their businesses other than the Business; (j) Liabilities of any Business Entity or any of its Affiliates (other than obligations of Buyer or Parent under this Master Agreement, the Transferred IndebtednessAncillary Agreements and the Shareholders Agreement) including all arising under this Master Agreement, the Ancillary Agreements or the Shareholders Agreement; (k) Liabilities of any Business Entity or any of its Affiliates for indemnification of, or advancement of expenses or payment of insurance proceeds to, any present or former director or officer of (or other person serving in a fiduciary capacity at the request of) any Business Entity or any of its Affiliates based upon an actual or alleged breach of fiduciary duty of such person prior to the Closing; (l) Liabilities arising out of or relating to any guarantee business or consignment arrangements involving Seller and Engineered Materials Solutionsproduct line formerly owned or operated by any Business Entity or any predecessor thereof but not currently so owned or operated, Inc., other than the Replacement Guaranteeexcept for those referred to in Section 2.3(i); (fm) all obligations to Liabilities arising out of, or related to, any broker, finder indemnification or agent for other provision under any investment banking contract or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible agreement pursuant to which any sale or disposition was made of any business or product line formerly owned or operated by any Business Entity or any predecessor thereof but not currently so owned or operated, except for those referred to in Section 13.032.3(i); (gn) all indemnification obligations owed to Liabilities of any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions its Affiliates arising out of matters occurring, or omissions occurring prior to obligations incurred, after the Closing; (ho) all Liabilities incurred of any Business Entity for any professional, financial advisory or consulting fees and expenses incident to or arising out of the negotiation, preparation, approval or authorization of the Master Agreement, the Ancillary Agreements and the transactions contemplated hereby or thereby, or any other proposed transaction for the direct or indirect sale of the Business or any portion thereof, including without limitation, the fees, expenses and disbursements of Sellers' counsel and accountants (including accountants fees, expenses and disbursements in connection with effecting the Restructuring (including Transfer Taxes and preparation of the cost of obtaining required consents from third partiesBaseline Financial Statements); (ip) all Excluded Environmental LiabilitiesLiabilities of any Business Entity or any of its Affiliates arising out of any Shared Contract; (jq) all obligations under employee benefit arrangements, employment agreements Liabilities of any Business Entity or any of its Affiliates arising during or related to periods prior to the Closing Date to the extent the amount of such liability or obligation is covered by a policy of insurance or other similar arrangements indemnity agreement maintained by or for the benefit of any Business Entity or any of its Affiliates, unless the rights under such policy of insurance or indemnity agreement have been assigned to Buyer; (r) Liabilities to which come due Buyer, any Transferred Assets or the Business becomes subject that would not otherwise constitute an Assumed Liability arising as a result of the transactions contemplated hereby, including failure to comply with bulk sales laws or any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonment.similar law;

Excluded Liabilities. Buyer is assuming only Except for the Assumed Liabilities, Purchaser will not assume, perform or be liable for, and Sellers shall retain and timely perform and discharge in accordance with their respective terms, all Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Sellers that are not expressly Assumed Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities):Liabilities of Sellers: (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessExcluded Assets; (b) except as otherwise provided in Section 2.3(b), all Liabilities for Taxes, including Liabilities for sales and use taxes, relating to the extent arising out of Businesses for all taxable periods (or relating portions thereof) ending on or prior to any Excluded Assetthe Closing Date; (c) except as otherwise provided in Section 2.3, all Liabilities arising out of, relating to or with respect to the Purchased Assets or the operation of the Businesses for all periods up to and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02including the Closing Date; (d) all Liabilities and commitments arising out of, relating to or with respect to (i) current the employment or former employees performance of Sellerservices, any or termination of the Purchased Subsidiaries employment or services by Sellers or any of their Affiliates, of any individual on or before the Retained Subsidiaries other thanClosing Date, in each case, Business Employeesincluding accrued vacation and any severance obligations under any Employee Benefit Plan or otherwise, (ii) current or former Business Employees (A) workers’ compensation claims against a Seller that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject relate to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of period ending on the Closing Date, irrespective of whether such claims are on a leave of absence resulting from a reduction in force made prior to or a “bridging” of age and/or service credit for purposes of an after the Closing, (iii) any Employee Benefit Plan; , and (iv) compensation deferred any sales commissions earned by Business Employees an Employee prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of SellerClosing; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising from the sale of Products prior to the Closing Date pursuant to product warranties, product returns and rebates or otherwise, including any Liabilities that result from, relate to or arise out of tort or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guaranteeproduct liability claims; (f) all obligations to any brokeraccounts payable existing on the Closing Date (including, finder or agent for any investment banking or brokerage feesthe avoidance of doubt, finders fees or commission relating to the transactions contemplated by this Agreement (i) invoiced accounts payable and any other fees and expenses for which Seller is responsible pursuant to Section 13.03(ii) accrued but uninvoiced accounts payable); (g) all indemnification obligations intercompany obligations, liabilities and indebtedness, including any note indebtedness, owed to or by a Seller to or by any Person who is or was an officer or director Affiliates of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the ClosingSellers; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties);Cure Amounts; and (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable relating to amounts required to be paid by a material criminal fine or imprisonmentSellers hereunder.

Excluded Liabilities. Buyer is assuming only the Assumed Liabilities from Seller Notwithstanding any other provision of this Agreement and except as specifically provided in this Agreement and the Retained Subsidiaries and is Schedule hereto, the Buyer shall not assuming assume any other Liability Liabilities of Seller or any of Seller Entity or any other Person which are not exclusively related to the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Business (the Liabilities of Seller or and the Retained Subsidiaries, as applicable (all such Liabilities Seller Entities not specifically assumed by Buyer being assumed being herein referred to collectively herein as the “Excluded Liabilities”), including including, without limiting the generality of the foregoing, the following (which shall be Excluded Liabilities):: (ai) subject to Section 1(d)(ii), any accounts payable of the Business for Inventory as of the Effective Time; (ii) all Liabilities for advertising and other trade or consumer promotional activities (including without limitation promotional activities, FSI drops, coupon drops, trade deductions and discounts) to the extent that such activities take place or otherwise apply to the conduct of the Business prior to the Effective Time; (iii) all Liabilities for retailer product returns that are made within thirty (30) days after the Effective Time; (iv) any Liabilities of Seller or any Seller Entity under this Agreement and the Ancillary Agreements; (v) any Liabilities of Seller or any Seller Entity for expenses or fees arising out of the negotiation and preparation of this Agreement and the Ancillary Agreements or relating the consummation of the Acquisition, including attorneys’ and accountants’ fees; (vi) subject to the operation or conduct by Section 8(f), any Liability of Seller or any of its Subsidiaries of any Retained BusinessSeller Entity with respect to Taxes and for Seller’s Liabilities for Taxes as described in Section 8(f); (bvii) any Liability of Seller or any Seller Entity arising as a result of any violation or alleged violation of Environmental Laws prior to the Closing; (viii) any Liability of Seller or any Seller Entity relating to its employees, including any wages, salary, employee benefits, severance compensation and bonus payments; and (ix) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonment.

Excluded Liabilities. Neither Buyer is assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or nor any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities its Affiliates shall be retained by and remain assume any Liabilities of Seller or the Retained Subsidiaries(such unassumed Liabilities, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”)) other than those specifically set forth in Section 2.3. Without limiting the generality of the foregoing, including in no event shall Buyer or any of its Affiliates assume or incur any Liability in respect of, and Seller shall remain bound by and liable for, and shall pay, discharge or perform when due, the following (which shall be Excluded Liabilities):Liabilities of Seller: (a) all Liabilities to the extent arising out of or for (i) Taxes relating to the Business or the ownership, operation or conduct by use of the Purchased Assets for any Pre-Closing Tax Period and (ii) Taxes of Seller or any Affiliate of its Subsidiaries of any Retained BusinessSeller; (b) all Liabilities to in respect of the extent arising out of or relating to any Excluded AssetContracts and other Excluded Assets; (c) all Liabilities product Liability, warranty and commitments similar claims for damages or injury to person or property, claims of infringement of Intellectual Property Rights and all other Liabilities, regardless of when made or asserted, which arise out of any events occurring or actions taken or omitted to be taken by Seller, or otherwise arising out of or incurred in respect connection with the conduct of Taxesthe Business, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02on or before the Closing Date; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Pre-Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of SellerEnvironmental Liabilities; (e) all Indebtedness (other than of the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring Business incurred prior to the Closing; (hf) all Liabilities incurred in connection with effecting the Restructuring (under Seller Benefit Plans, including Transfer Taxes accrued payroll, except vacation and the cost of obtaining required consents from third partiessick leave for Transferred Employees as set forth on Schedule 2.3(c); (ig) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result Transaction Expenses of the transactions contemplated hereby, including any stay or transaction bonusSeller; and (kh) all Liabilities arising out of intentional violations or incurred in connection with the negotiation, preparation and execution of Applicable Law that are punishable by a material criminal fine or imprisonmentthis Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, including Taxes and fees and expenses of Seller’s counsel, accountants and other experts but excluding the costs of the Audit up to $35,000.

Excluded Liabilities. Notwithstanding Section 2.3, Buyer is assuming only shall not assume or be obligated to pay, perform or otherwise discharge the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain following Liabilities of Seller or (the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “"Excluded Liabilities”), including the following (which shall be Excluded Liabilities"): (a) Any Liabilities of Seller in respect of any Excluded Assets or other assets of Seller which are not Purchased Assets, except to the 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 of Seller in respect of Taxes attributable to the Purchased Assets for taxable periods ending before the Closing Date, except for Taxes for which Buyer is liable pursuant to Section 3.5 or 6.6; (c) Any Liabilities of Seller arising from the breach prior to the Closing Date by Seller of any of the Seller's Agreements; (d) Any and all Liabilities to third parties for personal injury or tort, or similar causes of action to the extent arising out of the ownership, lease, maintenance or relating operation of the Purchased Assets prior to the operation or conduct Closing Date, other than the Liabilities assumed by Seller or any of its Subsidiaries of any Retained BusinessBuyer under Section 2.3(d); (be) all Any fines or penalties imposed by any Governmental Authority resulting from any violation of law by Seller that occurred prior to the Closing Date; (f) Any payment obligations of Seller or its Affiliates for goods delivered or services rendered prior to the Closing Date, other than the Liabilities assumed by Buyer under Section 2.3(d); (g) Liability for Remediation of Environmental Conditions at, on, under or migrating from the Purchased Assets, but only to the extent arising that (i) such Liability arises out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect derives from the same facts which form the basis of Taxesa conviction, other than those Liabilities and commitments guilty plea or plea of nolo contendere by Seller for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees a violation of Environmental Laws by Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, ; (ii) current Seller's conviction, guilty plea or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) plea of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms nolo contendere was based on Seller's intentional and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan)willful wrongful actions; and (iii) Business Employees whoSeller's conviction, guilty plea or plea of nolo contendere arises from a matter as to which Seller has received written notice from a Governmental Authority on or before the sixth anniversary of the Closing Date. (h) Any Liability under or related to Environmental Laws or the common law arising as a result of or in connection with loss of life, are injury to persons or property or damage to natural resources (whether or not such loss, injury or damage arose or was made manifest before the Closing Date or arises or becomes manifest on a leave or after the Closing Date) caused (or allegedly caused) by the disposal, storage, transportation, discharge, migration of, Release or recycling of absence resulting from a reduction Hazardous Substances at an Off-Site Location, or the arrangement for such activities, prior to the Closing Date, in force connection with the ownership, lease, maintenance or a “bridging” operation of age and/or service credit the Purchased Assets, provided that, for purposes of an Employee Plan; this Section, "Off-Site Location" does not include any location to which Hazardous Substances disposed of or Released at the Purchased Assets have migrated; (ivi) compensation deferred by Business Employees Any Liability under or related to Environmental Laws or the common law arising as a result of or in connection with the Remediation (whether or not such Remediation commenced before the Closing Date or commences on or after the Closing Date) of Hazardous Substances that are disposed, stored, transported, discharged, migrating from, Released, recycled, or the arrangement of such activities, in connection with the ownership, lease, maintenance or operation of the Purchased Assets, at any Off-Site Location, prior to the Closing Date; (v) in respect provided that, for purposes of former Business Employeesthis Section, the Seller Supplemental Pension Plan and (vi) stock option and other equity"Off-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out Site Location" does not include any location to which Hazardous Substances disposed of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than Released at the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental LiabilitiesPurchased Assets have migrated; (j) all obligations Any Liability under employee benefit arrangements, employment agreements or other similar arrangements which come due related to Environmental Laws or the common law arising as a result of or in connection with the transactions contemplated herebyownership, lease, maintenance or operation by Seller or its Affiliates of the Transmission Assets prior to, on or after the Closing Date, except to the extent caused by the acts or omissions of Buyer or Buyer's ownership, lease, maintenance or operation of the Purchased Assets; (k) Any Liabilities relating to any Benefit Plan maintained by Seller or 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 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 stay Liability (i) to the Pension Benefit Guaranty Corporation under Title IV of ERISA; or transaction bonus(ii) with respect to any noncompliance by Seller with ERISA or any other applicable Laws, but not including any Liabilities assumed by Buyer pursuant to Section 6.8; (l) Any Liabilities relating to the employment or termination of employment, including discrimination, wrongful discharge, unfair labor practices, or constructive termination by Seller of any individual, attributable to any action or inaction by Seller prior to the Closing Date other than such actions or inactions taken at the direction of Buyer; (m) Any obligation to provide continuation coverage under COBRA (and notice of the right to elect such coverage) to Transferred Employees, employees associated with the Purchased Assets who do not become Transferred Employees (and their dependents or former dependents), and former dependents of Transferred Employees who became eligible for continuation coverage under COBRA on account of a "qualifying event" (as defined under COBRA) occurring before the Closing Date (but not including any Liabilities assumed by Buyer pursuant to Section 6.8); and (kn) all Subject to Section 6.11, any Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentunder the bonds listed on Schedule 6.11.

Excluded Liabilities. Buyer is assuming only Notwithstanding anything in this Agreement to the contrary, other than the Assumed Liabilities, Purchaser shall not assume, and shall be deemed not to have assumed, any Liabilities of the Seller, other than the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt, including the following (which Excluded Liabilities shall include, but shall not be Excluded Liabilities):limited to, the following: (a) all Liabilities to the extent arising out of or relating to Excluded Assets, including the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessExcluded Agreements; (b) all Liabilities for Taxes of the Seller relating to the extent arising out of Purchased Assets for any Tax periods (or relating to any Excluded Assetportions thereof) ending on or before the Closing Date; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee Seller Benefit Plan; (d) all Liabilities of the Seller that arise or consignment arrangements involving Seller accrue prior to the Closing Date with respect to accrued payroll (including accrued payroll Taxes), bonus, vacation pay, severance and Engineered Materials Solutions, Inc., holiday pay of the Employees and any such other than Liabilities with respect to the Replacement GuaranteeEmployees that arise or accrue prior to the Closing Date; (e) all other Liabilities with respect to the Casino Business and the Purchased Assets that arise or accrue prior to the Closing Date; and (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentSeller under this Agreement.

Excluded Liabilities. Buyer is assuming only the Assumed Except as set forth in Section 1.3, Purchaser shall not assume any Liabilities from of Seller and its Selling Subsidiaries and, notwithstanding the Retained Subsidiaries provisions of Section 1.3, it is expressly understood and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities agreed that there shall be retained excluded from the Liabilities being assumed by and remain Purchaser hereunder the following Liabilities of Seller or the Retained Selling Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities):: (a) all Liabilities to the extent arising out of debt and other Liabilities, including any interest or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Businessother amounts in connection therewith, listed on Schedule 1.4(a); (b) all Liabilities to for which Seller or any of the extent arising out of Selling Subsidiaries is expressly made responsible pursuant hereto or relating to any Excluded Assetthe Transition Agreements; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for any Excluded Assets (including assets associated with facilities Related to the Business which Buyer is responsible pursuant have ceased operations prior to Section 8.02the Closing Date); (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of SellerExcluded Taxes; (e) all Indebtedness (fees, expenses, indemnification obligations and other than Liabilities owed by Seller or its Subsidiaries to their respective advisors, including Mxxxxx Buckfire & Co., LLC, and their respective Affiliates, on account of the Transferred Indebtedness) including all Liabilities arising out of or relating acquisition advisory services provided to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than its Subsidiaries by such advisors in connection with the Replacement Guaranteetransactions contemplated hereby; (f) all obligations to any brokerintercompany payables, finder loans and investments between or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement among Seller and any other fees and expenses for which Seller is responsible pursuant to Section 13.03its Subsidiaries; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to Chapter 11 Expenses and other fees and expenses associated with the Closing in respect of actions or omissions occurring prior to the ClosingCases; (h) all Liabilities incurred in connection and Liens with effecting respect to which the Restructuring (including Transfer Taxes Purchased Assets are being sold free and clear of under the cost of obtaining required consents from third parties)Approval Order; (i) all Excluded Liabilities relating to, resulting from, caused by or arising out of Environmental LiabilitiesLaw or common law environmental theories not specifically assumed by Purchaser under Section 1.3(j) above, including those relating to assets, properties or operations of the Business other than current operations at the Owned Real Property, including Liabilities relating to use, handling or Release of Hazardous Materials or claims of exposure to Hazardous Materials involving former assets and properties used, manufactured, sold, leased, owned or operated by, or services performed in connection with, the Business, or the generation and off-site disposal of Hazardous Materials by the Business prior to the Closing Date; (j) all obligations under employee benefit arrangements, employment agreements Liabilities of Seller or other similar arrangements which come due as a result its Selling Subsidiaries arising out of the transactions contemplated hereby, including any stay or transaction bonus; andLegal Proceedings described on Schedule 4.14; (k) all Liabilities, under any contract or Law, arising under or in connection with any Seller Employee Benefit Plan other than Liabilities with respect to benefits payable after the Closing Date under an Assumed Benefit Plan, including all Liabilities for any severance, retention, notice or other payments or obligations to any Transferred Employees, and all Liabilities arising under or with respect to any Seller Union Pension Plans; (l) all Liabilities arising out of: (i) any of intentional violations the Non-Union Transferred Employees’ employment by the Seller or any of Applicable Law that are punishable its Affiliates prior to the Closing Date, including all Liabilities for any unused vacation, personal days and floating holidays, sick pay and any other leave accrued by any of the Non-Union Transferred Employees prior to the Closing, except as may be otherwise provided for in Section 1.3(c), Section 10.1(g) or Section 10.4; or (ii) the employment or other engagement of any current or former employee or agent of the Seller or any of its Affiliates, other than the Transferred Employees, at any time prior to, on or after the Closing Date; (m) all Liabilities arising under any employment or other Contract of Seller or any of its Affiliates (other than the Assumed Collective Bargaining Agreements and except as provided in Section 1.3(c), Section 1.3(e) and Sections 10.1 through 10.4) with any of the Transferred Employees, any other Business Employees, or any other current or former employee or agent of the Seller or any of its Affiliates, including the Retention Agreements; (n) except as provided in Section 10.1(j), all Liabilities (including Liabilities under the WARN Act) arising out of the entire or partial closure or cessation of operations at, or reduction in workforce at, any facility, location or other site of employment of the Seller or any of its Affiliates (whether or not relating to the Business) at any time prior to the Closing, including the former facilities located in Mitchell, Indiana and Axxxxxx, Indiana; (o) except as expressly set forth in Section 1.3, accrued liabilities of any kind required to be reflected on the Closing Statement of Net Assets prepared in accordance with Modified GAAP which were not reflected thereon; (p) all Liabilities for claims made prior to the Closing Date, for any return, rebate, recall, warranty or similar claims with respect to products (or any part or component thereof) designed, manufactured, serviced or sold by the Business; and (q) all Liabilities for claims made prior to the Closing Date for death, personal injury, other injury to persons or property damage relating to, resulting from, caused by or arising out of, directly or indirectly, use of or exposure to any of the products (or any part or component thereof) designed, manufactured, serviced or sold by the Business (including asbestos and any such Liabilities for negligence, strict liability, design or manufacturing defect, failure to warn, or breach of express or implied warranties of merchantability or fitness for a material criminal fine particular purpose or imprisonmentuse).

Excluded Liabilities. Buyer is assuming only All liabilities and obligations of the Seller not expressly included in the Assumed Liabilities are excluded from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of transactions contemplated in this Agreement, including, without limitation, the Retained Subsidiaries of whatever naturefollowing (collectively, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) all Liabilities deposit accounts attributed to the extent arising out Branches as of the close of business on the Closing Date which are subject to any order, agreement or relating to Encumbrance (other than as reflected in the operation deposit agreement or conduct by Seller or certificate) that in any way restricts the payment of its Subsidiaries funds representing such account on the order of any Retained Businessthe depositor; (b) all Liabilities deposits attributed to the extent arising out Branches that secure letters of credit or relating loans of the Seller that are not being sold or transferred pursuant to any Excluded Assetthis Agreement; (c) all Liabilities liabilities associated with cashier’s checks or other official bank checks and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant traveler’s checks issued by the Seller at the Branches prior to Section 8.02the Closing Date; (d) all Liabilities assets, rights and commitments interests of the Seller relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) Branches in respect of former Business EmployeesFiduciary Relationships, except for the Seller Supplemental Pension Plan and (vi) stock option and Deposits in respect of IRAs included in the Assets or Assumed Liabilities as contemplated by Section 2.31 hereof, or to other equity-based compensation plans of Seller;customer relationships attributable to the Branches not being transferred pursuant to this Agreement; and (e) any and all Indebtedness (other than liabilities and obligations of any kind or nature, whether actual, contingent, disclosed, undisclosed, known or unknown, of the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement Branches that are not expressly included in the Assumed Liabilities. Exhibit 1.6 hereto contains a list of all items referred to in Sections 1.6(a) and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes b), and the cost Seller shall, on the Measurement Date, provide the Purchaser with an updated version of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due Exhibit 1.6 as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentMeasurement Date.

Excluded Liabilities. Buyer is assuming only Except for the Assumed Liabilities from Seller but without otherwise limiting the terms of Section 2.3, Buyer shall not assume or become liable for and the Retained Subsidiaries and is shall not assuming be obligated to pay or satisfy any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller whatsoever, contingent or otherwise, including the Retained Subsidiaries, as applicable following (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) all Liabilities of Seller whether or not related to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessPurchased Assets; (b) all Liabilities accounts payable of Seller in respect of any services performed for or products purchased by Seller prior to the extent arising out of or relating to any Excluded AssetClosing Date; (c) all Liabilities of Seller for fees and commitments expenses incurred or arising in respect of Taxes, other than those Liabilities connection with this Agreement and commitments for which Buyer is responsible pursuant to Section 8.02the Ancillary Agreements and the transactions contemplated hereby and thereby; (d) except as provided for in Section 8.1, all Liabilities and commitments relating for Taxes of Seller for any taxable period (or portion thereof) prior to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, are on including any Taxes arising as a leave result of absence resulting from a reduction Seller’s operation of its business related to the Purchased Assets or Seller’s ownership of the Purchased Assets prior to the Closing Date; (e) all Claims arising out of, relating to or otherwise in force respect of: (i) the ownership of the Purchased Assets and the operation of Seller’s business related to the Purchased Assets to the extent any such Claim relates to such ownership or a “bridging” of age and/or service credit for purposes of an Employee Plan; (iv) compensation deferred by Business Employees operation prior to the Closing Date; or (vii) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement GuaranteeExcluded Asset; (f) all obligations to any broker, finder Liabilities that constitute product liabilities or agent for any investment banking recall liabilities arising from the Purchased Assets or brokerage fees, finders fees or commission relating operation of Seller’s business related to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant Purchased Assets prior to Section 13.03the Closing Date; (g) all indemnification obligations owed Liabilities for all coupons and rebates implemented by Seller relating to any Person who is or was an officer or director of Seller or any Subsidiary Inventory and Products issued prior to the Closing in respect of actions or omissions occurring prior to the ClosingDate (“Coupons”); (h) all Liabilities incurred in connection with effecting for advertising, media commitments, trade promotions, including co-op, price features, displays, slotting fees and other merchandising of the Restructuring Products, trade allowances, trade discounts and other marketing related obligations or offers that occurred prior to the Closing Date (including Transfer Taxes and the cost of obtaining required consents from third partiescollectively, “Marketing Obligations”); (i) all Excluded Environmental Liabilitiesrefund and replacement obligations relating to Inventory and Products shipped prior to the Closing Date and returned on or after the Closing Date (“Returns”) and for any expired Inventory and Products or other retail unsaleables shipped prior to the Closing Date (collectively, “Unsaleables”); (j) all obligations under employee benefit arrangementsLiabilities for customer deductions (which shall not include Liabilities for Coupons, employment agreements Marketing Obligations, Returns or other Unsaleables, which are addressed in paragraphs (g), (h) and (i) of this Section 2.4) attributable to invoices with respect to Inventory and Products shipped prior to the Closing Date (collectively, “Deductions”); (k) any Liabilities arising out of or in connection with (i) any product or service warranties or guarantees given by Seller in connection with or (ii) Claims for personal injuries, property damage or losses that involve, in each case, any product sold, delivered or otherwise disposed of, or any service performed or delivered, by Seller prior to the Closing Date, or with respect to any products that are Excluded Assets, at any time; (l) any Liabilities of Seller arising from any breach, violation or late performance by Seller of the terms and provisions of any Contract, including with respect to delayed delivery, shortages of Products, and any fines and/or charges related to the delivery of Products; (m) any Liabilities arising from or relating to a breach or violation prior to the Closing by Seller of any Law applicable to the ownership or use of the Purchased Assets by Seller or to the operation of Seller’s business related to the Purchased Asset; (n) any brokers’ or finders’ fees or similar arrangements which come due as a result fees or expenses relating to this Agreement or any of the transactions contemplated hereby; (o) all Liabilities related to any Contracts entered into by Seller prior to the Closing Date not specifically assumed by Buyer herein, including the Excluded Contracts; (p) except as otherwise expressly provided in this Agreement, any stay Liabilities of any Affiliates of Seller (whether or transaction bonusnot similar to any of the categories of Liabilities of Seller described above); and (kq) all Liabilities arising out liabilities otherwise excluded under the terms of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentthis Agreement.

Excluded Liabilities. Buyer is assuming only Except as expressly provided in Section 4.1, Purchaser shall not assume (by virtue of this Agreement, including Section 2.1, or the Assumed transactions contemplated hereby or otherwise), and shall not have any liability or responsibility for, any Liabilities from Seller and relating to the Retained Subsidiaries and is not assuming any other Liability of Seller Business, the Assets or any Seller; provided, however, it is understood and agreed that those Liabilities specifically addressed in the following clauses of the Retained Subsidiaries of whatever naturethis Section 4.2 or elsewhere in this Agreement, whether presently in existence or arising hereaftershall be handled as set forth therein. All such other Liabilities (collectively, the "Excluded Liabilities") are, and at all times shall be retained by and remain remain, the Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including Sellers and shall include the following (which shall be Excluded Liabilities):: (a) all any Liabilities for Taxes allocated to the extent arising out of or relating Sellers pursuant to the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessSections 14.2(a) and 14.2(c); (b) all any Liabilities under any agreement for indebtedness for borrowed money to the extent arising out of or relating to any Excluded Assetthird parties; (c) all Liabilities with respect to employee and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02employee benefit matters that are not assumed by Purchaser under Article 5; (d) except with respect to matters relating in any way to Environmental Laws, Environmental Permits, or Hazardous Materials, which are addressed exclusively by Sections 4.2(e), and except for Liabilities with respect to employee and employee benefits matters that are assumed by Purchaser under Article 5, all Liabilities and commitments relating arising as a result of litigation or claims (including without limitation written notices of events giving rise to (ibodily injury or death) current arising from acts or former employees omissions of Seller, any Sellers or their Affiliates or the operation of the Purchased Subsidiaries Business prior to the Effective Time including, without limitation, Liabilities related to or arising from bodily harm, death or personal injury arising from or related to any product shipped, distributed or sold by, or any of the Retained Subsidiaries other thanservice provided by, in each case, Business Employees, (ii) current Sellers or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees their Affiliates prior to the Closing Date; (v) in respect of former Business Employeesprovided, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutionshowever, Inc.that, other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating notwithstanding anything herein to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) contrary, all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior Product Warranty Claims to the extent reserved for, or reflected on the Final Closing in respect Net Working Capital Statement shall be Assumed Liabilities and Losses for purposes of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third partiesSection 15.2(c); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonment.

Excluded Liabilities. Buyer is assuming only the Assumed Purchaser shall not assume and shall be deemed not to have assumed, and Sellers shall be solely and exclusively liable with respect to, any Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries Sellers of whatever nature, whether presently in existence or arising hereafter. All such , known or unknown, disputed or undisputed, contingent or non-contingent, liquidated or unliquidated or otherwise, other than the Assumed Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries(collectively, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt, including the following (which shall be Excluded Liabilities):Liabilities include the following: (a) all Liabilities existing prior to the extent arising out of or relating Petition Date that are subject to compromise in the operation or conduct Bankruptcy Case, other than any Liabilities expressly assumed by Seller or any of its Subsidiaries of any Retained BusinessPurchaser pursuant to Section 2.3; (b) the amount owed to Purchaser under the DIP Credit Agreement; (c) any indebtedness other than as expressly assumed by Purchaser pursuant to Section 2.3; (d) all Liabilities relating to or arising out of the ownership or operation of the Excluded Assets, other than any Liabilities expressly assumed by Purchaser pursuant to Section 2.3; (e) all Liability for any Taxes due or payable by Sellers for any Tax period (or portion thereof) prior to or on the Closing Date or arising out of the ownership or operation of the Purchased Assets prior to or on the Closing Date; and (f) (x) all Liabilities of Sellers to any Retained Employee in excess of $1,700,000.00 in the aggregate for severance and any (y) all Liability relating to workers’ compensation claims, employee benefits, severance (other than $1,700,000.00 specifically assumed by Purchaser pursuant to Section 2.3(d)) or compensation arrangements existing on or prior to the Closing Date, including, without limitation, any key employee retention program or similar program adopted by the Sellers and/or approved by the Bankruptcy Court or any of the Sellers’ Plans (including, but not limited to, any Title IV Plan); (g) any Liability for (i) costs and expenses incurred or owed in connection with the administration of the Bankruptcy Case (including, without limitation, the U.S. Trustee fees, the fees and expenses of attorneys, accountants, financial advisors, consultants and other professionals retained by the Sellers, and any official or unofficial creditors’ committee, the fees and expenses of the post-petition lenders or the pre-petition lenders incurred or owed in connection with the administration of the Bankruptcy Case) and (ii) costs and expenses of the Sellers incurred in connection with the negotiation, execution and consummation of the transactions contemplated under this Agreement and the Agency Agreement; (h) all Liabilities to refund in cash or cash equivalents any customer or security deposits or prepaid items or any amounts with respect to Customer Orders; (i) all Liabilities of Sellers arising pursuant to product warranties, products returns, customer programs and rebates not assumed pursuant to Section 2.3(e); (j) any Liability to the extent related to any period prior to the Closing, under any Environmental Laws (such Liability hereinafter referred to as “Environmental Liability”); (k) any Liability arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect violation of Taxesany law, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current rule, regulation, judgment, injunction, order or former employees of Seller, any of the Purchased Subsidiaries decree occurring or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee event or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder condition occurring or agent for any investment banking existing at or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (hl) any Liability for accrued vacation, pension, profit sharing or any other employee benefit plans, compensation or retiree medical or other benefits and obligations, or any obligation, claim or amount for employees, or any obligation, claim or amount under the WARN Act or COBRA; (m) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining relating to amounts required consents from third parties)to be paid by Sellers hereunder; (in) all Excluded Environmental Liabilitiesany amounts payable by Sellers for benefits for Retained Employees pursuant to Section 2.5(e)(i)(B) in excess of the Benefits Cap; (jo) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result expenses (including Real Estate Occupancy Expenses) for the Leased Real Property in excess of the transactions contemplated hereby, including any stay or transaction bonusamounts set forth in Schedule 2.5(e)(i); and (kp) any and all Liabilities arising out of intentional violations of Applicable Law that are punishable incurred by a material criminal fine the Sellers (whether incurred prior to, on or imprisonmentafter the Petition Date) other than the Assumed Liabilities.

Excluded Liabilities. Buyer The Transferee is only assuming only the -------------------- liabilities and obligations of the Transferor expressly set forth in section 2. 1. Without limiting the generality of the foregoing, the Transferee shall not be assuming, and the Transferor shall remain responsible for and shall promptly pay, perform and discharge, all of the liabilities and obligations of the Transferor other than the Assumed Liabilities from Seller (the "Excluded Liabilities") such that the Transferee will incur no liability in connection therewith, and the Retained Subsidiaries Transferor and is the Shareholders shall indemnify the Transferee with respect to and shall hold the Transferee harmless from and against all such Excluded Liabilities, including but not assuming limited to the following: (1) the employment discrimination claim asserted by a former employee of the Transferor referred to in Schedule 5.8(a) and all obligations, costs, expenses and other Damages (as defined in section 12.1) arising in connection therewith; (2) any other Liability obligation or liability of Seller or the Transferor to the extent that the Transferor shall be indemnified by an insurer; (3) any expenses of the Transferor incurred in connection with the transactions contemplated hereunder, it being understood that all such expenses (including but not limited to fees and expenses of finders, investment bankers, business brokers, attorneys and accountants) shall be paid by the Transferor out of the consideration to be delivered to the Transferor pursuant to this agreement for the Acquired Assets to be sold to the Transferee hereunder and the rights of the Transferor hereunder, and not out of any of the Retained Subsidiaries of whatever natureAcquired Assets; (4) any obligations relating to an Excluded Asset, whether presently including but not limited to any obligation or liability now in existence or arising hereafter. All such other Liabilities hereafter arising, except that the foregoing shall be retained by and remain Liabilities not diminish the obligations of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as Transferee under the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities):New Lease; (a5) all Liabilities any liability for Taxes (as hereinafter defined) to the extent arising out such Taxes are based on the income of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessTransferor, except as expressly provided in section 2.1(a)(iv), (v) and (vi) and section 7.3(e); (b6) all Liabilities to the extent arising out of any indebtedness for borrowed money or relating to any Excluded Assetguaranty thereof, except as set forth in section 2.1; (c7) all Liabilities and commitments in respect any amount due to any Shareholder or any Affiliate of Taxesany Shareholder, other than those Liabilities and commitments for which Buyer is responsible pursuant amounts to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees be paid (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule New Lease referred to in section 7.20, or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) due in respect of former Business Employees, the Seller Supplemental Pension Plan and employment compensation (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing amounts in respect of actions or omissions occurring prior to fringe benefits and expense reimbursements) in the Closing; (h) all Liabilities incurred ordinary course in connection accordance with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third partiessection 7.1(iii); (i8) subject to section 7.21, any pension, profit-sharing or workmen's compensation or other employee benefit or post retirement plan and any liability or obligation arising thereunder, except for liabilities and obligations incurred by the Transferor in the ordinary course of business consistent with past practice of the type reflected in the line item for "Accrued Payroll, Bonuses and Taxes" on the December 1998 Balance Sheet (as defined in section 5.5) all Excluded Environmental Liabilitiesor that are otherwise expressly included in Assumed Liabilities pursuant to section 2.1(a); (j9) all obligations under employee benefit arrangementsany liability or obligation for, employment agreements with respect to, related to or other similar arrangements which come due arising out of any goods sold, shipped or delivered by the Transferor prior to Closing, including but not limited to any liability as a result of the transactions contemplated hereby, including any stay injury to persons or transaction bonusproperty; and (k10) subject to section 7.21, all Liabilities claims of employees arising out of intentional violations of Applicable Law that are punishable by a material criminal fine events, conditions and circumstances existing or imprisonmentoccurring prior to Closing, including, but not limited to, medical and health claims and disability claims.

Excluded Liabilities. Buyer Notwithstanding any provision of this Agreement to the contrary (and without implication that Purchaser is assuming only any Liability of any Seller (other than Valley) or the Acquired Business or any Liability related to any of the Acquired Assets not expressly excluded), Purchaser is not assuming and shall not be required to pay, perform or discharge any Liabilities that are not specifically included in the Assumed Liabilities from Seller and (together with the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever natureLiabilities described below in this Section, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”). The Liabilities of the Acquired Business, including other than those Excluded Liabilities enumerated below, shall continue to be the following (which sole responsibility of the Acquired Business and the Purchaser’s sole recourse against the Sellers in respect of such Liabilities shall be under Article VIII. Sellers and AAHC shall (or shall cause one or more of their respective Affiliates to) pay, perform or discharge when due or required to be performed or discharged, or contest in good faith, the Excluded Liabilities):. The undertaking by the Sellers in the immediately preceding sentence shall in no way expand the rights or remedies of any Person against Purchaser or Sellers or their respective officers, directors, employees, stockholders and advisors as compared to the rights and remedies that such Person would have had against such parties had the Sellers not made such undertaking. Without limiting the generality of the foregoing, such undertaking by the Sellers shall not create any third-party beneficiary rights, except as expressly contemplated hereby. The Excluded Liabilities are: (a) all Liabilities to the extent arising out of or relating to or incurred in connection with the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessExcluded Assets; (b) all Liabilities to of Sellers or any of their Affiliates (including the extent arising out of or relating to any Excluded AssetSold Subsidiaries) under the 2003 Purchase Agreement; (c) all Liabilities legal, accounting, brokerage, investment banking and commitments finders’ fees or other fees and expenses incurred by or on behalf of Sellers or any of their Affiliates in respect of Taxes, other than those Liabilities connection with this Agreement and commitments for which Buyer is responsible pursuant to Section 8.02the transactions contemplated hereby; (d) all Liabilities and commitments relating attributable to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject Businesses to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, extent such Liabilities 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) compensation deferred by Business Employees prior not also attributable to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of SellerAcquired Business; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee;Valley that are not Assumed Liabilities; and (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; Liabilities for Taxes of any Seller or any Affiliate of a Seller (jother than Taxes of a Sold Subsidiary (A) imposed on a separate return basis, (B) imposed in respect of a consolidated or other Tax group that includes only two or more Sold Subsidiaries, (C) imposed with respect to any period that begins after the Closing Date, or (D) that is allocated to Purchaser pursuant to Section 7.1(b)(ii)), including Taxes imposed in respect of consolidated or other tax groups of which a Seller or a Seller’s direct or indirect controlling Person is the parent, and also, for the avoidance of doubt, including all Deal-Related Taxes, (ii) all obligations under employee benefit arrangementsStub Period Taxes and (iii) Straddle Period Taxes allocable to Sellers pursuant to Section 7.1(b)(ii); provided, employment agreements or other similar arrangements which come due as a result however, if any of the transactions contemplated herebyforegoing Liabilities relate to transfer taxes described in Section 5.7, including any stay or transaction bonus; and (k) all Liabilities arising out such transfer taxes shall only be an Excluded Liability to the extent Sellers are responsible for payment of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentsuch transfer taxes pursuant to Section 5.7.

Excluded Liabilities. Buyer is assuming only Other than the Assumed Liabilities from Liabilities, Seller and its Subsidiaries (other than the Retained Subsidiaries Acquired Companies) shall retain, and is Purchaser shall not assuming assume, shall not take subject to and shall not be liable for, any other Liability Liabilities or obligations of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities Subsidiary of Seller or (other than the Retained SubsidiariesAcquired Companies) including, as applicable but not limited to, the following (all such Liabilities not being assumed being herein referred to as collectively, the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (ai) all any Liabilities for Tax for which Seller or its Subsidiaries (other than the Acquired Companies) is liable; (ii) any Liabilities for Taxes of or related to the Acquired Business and the Purchased Assets, in each case attributable to a Pre-Closing Tax Period; (iii) any Liabilities relating to or arising from the use or ownership of any of the Excluded Assets, except to the extent arising out where the use or ownership of or relating the Excluded Asset relates to the operation or conduct by Seller or any of its Subsidiaries of any Retained Acquired Business; (biv) all any Liabilities relating to or arising from the operation of any business of Seller or a Subsidiary of Seller other than the Acquired Business (the “Seller-Retained Business”), except to the extent arising out where such operation of or relating the Seller-Retained Business relates to any Excluded Assetthe Acquired Business; (cv) all any Liabilities and commitments in respect of Taxesrelating to or arising from the Dormant Companies, other than those including any successor or environmental Liabilities and commitments for which Buyer is responsible pursuant relating to Section 8.02or arising from the Kilkenny Facility; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option any fees and other equity-based compensation plans expenses incurred by or on behalf of Seller; (e) all Indebtedness Seller or its Subsidiaries (other than the Transferred IndebtednessAcquired Companies) including all Liabilities arising out in connection with the making or performance of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated herebyTransaction, including any stay or transaction bonusthe US Reorganization; and (kvii) all any Liabilities relating to or arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentfrom any matters described on Schedule 1.1(d).

Excluded Liabilities. Buyer Seller acknowledges that neither Parent nor any Purchaser is purchasing, assuming only or becoming responsible for any direct or indirect, Liabilities, arising prior to, on or after the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability Closing Date of Seller or any of its Affiliates, other than the Retained Subsidiaries of whatever natureAssumed Liabilities and without limiting the foregoing, whether presently in existence Seller (or arising its applicable Affiliate) is expressly retaining the Excluded Liabilities (as defined hereafter) and Seller agrees (or will cause its applicable Affiliate) to pay, perform and discharge the Excluded Liabilities as and when such Excluded Liabilities become due. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) ” means any and all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Liabilities arising from Seller, any ’s and its Affiliates’ conduct and operation of the Purchased Subsidiaries or any of Business (including the Retained Subsidiaries other than, in each case, Business Employees, (iiTransferred Assets) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; , including any such outstanding accounts payable of the Business as of the date prior to the Closing Date, environmental Liabilities (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all those Liabilities arising out of or relating to from non-compliance with Environmental Laws) and any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc.such employment Liabilities (in each case, other than the Replacement Guarantee; Assumed Liabilities expressly set forth above in Section 2.3(a) and the possible reimbursement of certain severance payments as expressly contemplated in the last two sentences of Section 7.5(a)); (fii) all obligations Liabilities related to any brokerTaxes arising from the development, finder use or agent for any investment banking attainment of the Transferred Assets or brokerage fees, finders fees operation of the Business attributable to periods (or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (gportions thereof) all indemnification obligations owed to any Person who is ending on or was an officer or director of Seller or any Subsidiary prior to the Closing in respect Date and Seller’s share of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and Periodic Taxes pursuant to Sections 9.1 and 9.2; and (iii) any Liabilities to the cost extent relating to the Excluded Assets. For the purposes of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangementsclarity, employment agreements or other similar arrangements which come due as a result the assumption by the Purchasers of the transactions contemplated herebyAssumed Liabilities shall not prohibit the Purchasers or Parent from contesting with any third party the amount, including validity or enforceability of any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentthe Assumed Liabilities.

Excluded Liabilities. Buyer is assuming only Notwithstanding anything to the contrary set forth herein, the Purchaser shall not assume and shall be deemed not to have assumed, and the Sellers shall remain liable with respect to, any and all Liabilities of the Sellers arising out of, relating to or otherwise in respect of the Business, the Employees, or the Purchased Assets prior to the Closing Date, and all other Liabilities of any Seller Entity, other than the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature(collectively, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting the foregoing, for the avoidance of doubt, except to the extent that any of the following constitute an Assumed Liability, the Sellers shall remain responsible for, and the Purchaser shall not be obligated to assume, and does not assume, and hereby disclaims all of the Excluded Liabilities, including all of the following Liabilities of any Seller Entity (each of which shall be constitute an Excluded LiabilitiesLiability hereunder): (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to the Business, the Purchased Assets or the ownership, operation or conduct thereof; (b) all Liabilities for accrued expenses and accounts payable of the Business; (c) all Liabilities relating to the Indenture Obligations or the Cash Collateral Order (including any guarantee adequate protection provided pursuant to the Cash Collateral Order); (d) all Liabilities arising out of any of the Excluded Assets, including Contracts that are not Purchased Contracts and any Title Defect Property, Environmental Defect Property or consignment arrangements involving Seller other Purchased Asset that the Purchaser elects to exclude from the Purchased Assets pursuant to Sections 8.15 or 8.16, as applicable, or that is otherwise permitted under this Agreement; (e) all Environmental Liabilities and Engineered Materials SolutionsObligations, Inc.based on facts, occurrences or conditions: (i) first arising or existing on or prior to the Closing Date; or (ii) arising at any time at any properties other than the Replacement GuaranteeReal Property, including any Liabilities arising from any disposal of Hazardous Materials off-site of the Real Property prior to the Closing Date, and any fines or penalties or criminal actions imposed in connection with any violation of Environmental Laws prior to the Closing Date; provided, however, that nothing in this Agreement shall: (A) release, nullify, or enjoin the enforcement of any liability to a Governmental Body under Environmental Laws (or any associated liabilities for penalties, damages, cost recovery, or injunctive relief) that any entity would be subject to as the owner, lessor, lessee, or operator of any Real Property after the Closing Date; or (B) in any way diminish the obligations of the Sellers to comply with Environmental Laws consistent with their rights and obligations as debtors in possession under the Bankruptcy Code; (f) all obligations Liabilities relating to any brokerclaims for infringement, finder dilution, misappropriation or agent any other violation of the rights of any third parties or caused by use of the Purchased Intellectual Property by a Seller Entity; (g) except as otherwise expressly provided in this Agreement with respect to Transfer Taxes and Periodic Non-Income Taxes, (i) all Liabilities for Taxes of any Seller Entity that are attributable to any period, or portion thereof, before or after the Closing Date and (ii) all liability for Taxes in respect of the Purchased Assets that are attributable to any period, or portion thereof, before the Closing Date; (h) all Excluded Employee Liabilities; (i) all Liabilities arising as a result of any Legal Proceedings, whether initiated prior to or following the Closing Date, to the extent related to the Business or the Purchased Assets on or prior to the Closing Date, including any actions for breach of contract, product liability, any tort actions or any Legal Proceeding scheduled or required to be scheduled on Section 5.11 of the Disclosure Schedules; (j) all Liabilities arising under any Indebtedness of any Seller Entity or any obligations or Liabilities to equity holders of any Seller Entity; (k) all Liabilities with respect to any costs, fees and expenses (including all legal, accounting, financial advisory, valuation, investment banking and other third party advisory or brokerage fees, finders consulting fees and expenses) incurred by or commission relating to on behalf of any Seller Entity in connection with or arising from the Bankruptcy Case or the transactions contemplated by this Agreement Agreement, the Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby (the “Bankruptcy Expenses”); (l) all Liabilities: (i) existing prior to the filing of the Bankruptcy Case that are subject to compromise under the Bankruptcy Case, other than the Cure Costs with respect to any other fees Purchased Contracts; and expenses for which Seller is responsible (ii) to the extent not otherwise expressly assumed pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior 2.3, incurred subsequent to the Closing in respect filing of actions or omissions occurring the Bankruptcy Case and prior to the Closing; (hm) all Liabilities relating to any theories of law or equity involving successors or transferees; (n) all Liabilities and obligations of any Seller Entity under this Agreement, the Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby or any Contract entered into in connection herewith or therewith; (o) all Liability, warranty and similar claims for damages, illness or injury to person or property and all other Liabilities, regardless of when made or asserted, to the extent arising out of or incurred in connection with effecting the Restructuring (including Transfer Taxes and conduct of the cost Business or the ownership or operation of obtaining required consents from third parties)the Purchased Assets, on or before the Closing Date; (ip) all Excluded Environmental LiabilitiesLiabilities for the gross negligence or willful misconduct of any Seller or their Affiliates, regardless of when made or asserted, to the extent arising out of or incurred in connection with the conduct of the Business or the ownership or operation of the Purchased Assets, on or before the Closing Date; (jq) all obligations under employee benefit arrangementsLiabilities for any fines or penalties or criminal actions imposed by any Governmental Body, employment agreements regardless of when made or other similar arrangements which come due as a result asserted, to the extent arising out of or incurred in connection with the conduct of the transactions contemplated herebyBusiness or the ownership or operation of the Purchased Assets, including any stay on or transaction bonusbefore the Closing Date; and (kr) all Liabilities arising out for the nonpayment or mispayments of intentional violations any Working Interest, Net Revenue Interest or Lease Burdens, regardless of Applicable Law that are punishable by a material criminal fine when made or imprisonmentasserted, to the extent attributable to periods prior to the Closing Date.

Excluded Liabilities. Buyer is assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and Purchaser is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) all Liabilities to the extent arising out any liabilities in respect of or any Income Taxes, (b) any liabilities for Taxes relating to the operation or conduct by Seller or any Business, including those reflected under the captions "Accrued Taxes" and "State Tax Payable" on the Statement of its Subsidiaries of any Retained Business; Assets and Liabilities (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; as defined in Section 4.08 below), (c) all Liabilities any accounts payable of Seller relating to the Business, including those reflected under the caption "Accounts Payable - Trade" on the Statement of Assets and commitments in respect of TaxesLiabilities, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director liability of Seller for legal, accounting or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities broker's fees incurred in connection with effecting the Restructuring (including Transfer Taxes and negotiation of this Agreement or the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result consummation of the transactions contemplated hereby, including (e) any stay liability owing by Seller to any shareholder or transaction bonus; and former shareholder of Seller or any affiliate of Seller, (f) any obligations in respect of Seller's bank accounts, (g) any Sale Retention Arrangements (as defined in Section 4.13(g)), (h) any expenses and obligations in connection with employees of Seller not included as Business Employees, (i) certain obligations and liabilities of Seller relating to the disputes set forth on Schedule 4.06 entitled "EEOC charge in Dallas District Office brought by Eric Richard" and "Paul McCarty v. PWPL", but only to the extent set xxxxx xx Xxction 6.00, (x) xxx expenses and obligations in connection with, or relating to, the disputes set forth on Schedule 1.04(j), or (k) all Liabilities arising out any claims, liabilities or obligations relating to the Excluded Assets. Such liabilities set forth in the preceding sentence and any additional liabilities of intentional violations of Applicable Law that Seller, other than Assumed Liabilities, are punishable by a material criminal fine or imprisonmentherein referred to as the "Excluded Liabilities."

Excluded Liabilities. Buyer is assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”). Notwithstanding anything to the contrary contained in Section 2.04, including the following (which Liabilities of Seller and the Retained Subsidiaries shall be Excluded Liabilities):: (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, under any Retained Benefit Plan (other than those such Liabilities and commitments for which described in Section 2.04(a) or expressly assumed by Buyer is responsible pursuant to Section 8.027.05 or Article 9); (d) with respect to Transferred Employees, all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Section 7.05 or Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller9; (e) all Liabilities (other than such Liabilities described in Section 2.04(a) or expressly assumed by Buyer pursuant to Section 7.05 or Article 9) relating to current or former employees of Seller or any of its Affiliates (other than the Transferred Employees); (f) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller Emerson Slovakia Loan Agreement and Engineered Materials Solutions, Inc., other than Indebtedness solely among the Replacement GuaranteePurchased Subsidiaries); (fg) all PTS Hedging Contracts; (h) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders finders’ fees or commission commissions relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (hi) all Liabilities incurred in connection with effecting of the Restructuring (including Transfer Taxes Seller and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities;Retained Subsidiaries for Taxes; and (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (kA) all Liabilities in connection with any Third Party Claim whenever filed to the extent related to or arising out of intentional violations human exposure to asbestos-containing materials actually or allegedly contained in products manufactured, distributed or sold by or on behalf of Applicable Law the Business (other than a Purchased Subsidiary) prior to the Effective Time and (B) all Environmental Liabilities to the extent relating to any real property or facilities formerly owned, leased or operated by the Business or any predecessor of the Business (in each case, other than by any Purchased Subsidiary or any predecessor thereof) that are punishable is not owned, leased or operated by a material criminal fine or imprisonmentthe Business at the Effective Time.

Excluded Liabilities. Buyer is assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and is Purchaser shall not assuming assume any other Liability liabilities of Seller or any of Seller Party other than the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Assumed Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including which Excluded Liabilities shall include, without limitation, the following (which shall be Excluded Liabilities):following: (a) all any liability excluded from the definition of Assumed Liabilities to by virtue of the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Businesslimitations expressed therein; (b) any Accounts Payable, accrued expenses, accrued compensation, and all Liabilities other current liabilities of the Transferred Facilities as of immediately prior to the extent arising out of or relating to any Excluded Assetapplicable Closing; (c) all Liabilities and commitments in respect of Taxes, any Taxes (other than those Liabilities the Transfer Taxes) of Seller and commitments Seller Parties with respect to the Transferred Facilities for which Buyer is responsible pursuant any periods (or portions thereof) prior to the Effective Time and, to the extent provided by Section 8.026.2(d), certain Transfer Taxes; (d) all Liabilities Debt of Seller and commitments relating Seller Parties (including Accounts Payable with respect to (i) current or former employees of Seller, any the operation of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of SellerEffective Time); (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities any liabilities of Seller and Seller Parties arising out of with respect to or in connection with or relating to such Seller or Seller Party’s employment of or termination of employees of any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement GuaranteeParty; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement Employee Benefit Plans and any other fees and expenses for which Seller is responsible pursuant to Section 13.03all liabilities related thereto; (g) all indemnification obligations owed to any Person who is or was an officer or director liabilities of Seller and Seller Parties arising under any Real Property Lease, or the operations of any Subsidiary Transferred Facilities, to the extent any of the foregoing liabilities relate to the period prior to the Closing in respect of actions or omissions occurring prior to the ClosingEffective Time; (h) all Liabilities incurred liabilities arising in connection with effecting respect of the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties)Excluded Assets; (i) all Excluded Environmental Liabilitiescauses or rights of action against Seller or Seller Parties, including any warranty or product liability claims; (j) all obligations under employee benefit arrangements, employment agreements any liabilities arising out of or other similar arrangements which come due as connected with the operation of a result of Facility prior to the transactions contemplated hereby, including any stay or transaction bonusEffective Time; and (k) all Liabilities any liabilities arising out under any Ventas Agreement or joint venture operating agreement relating to the Joint Venture Interests, to the extent any of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentthe foregoing liabilities relate to the period prior to the Effective Time.

Excluded Liabilities. Buyer is assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and is Purchaser will not assuming any other Liability of Seller assume or be liable for any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain following Liabilities of Seller or which shall remain the Retained Subsidiariessole responsibility of Seller (collectively, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any Excluded Assets, including Liabilities arising out of its Subsidiaries of any Retained Businessthe Excluded Contracts; (b) all Liabilities (whether or not disclosed in a schedule hereto) arising out of, relating to or resulting or accruing from or with respect to the extent arising out of Business or relating the Purchased Assets prior to any Excluded Assetthe Closing Date; (c) all product Liabilities, all product warranties or guaranty Liabilities, and all Liabilities for product recall or replacement with respect to any product sold by the Business (including prior to the Closing and commitments whether or not any claim thereof has been made or is pending as of the Closing), in respect each case, solely to the extent such Liabilities exceed the amount of Taxes, other than those Liabilities and commitments proceeds actually received by Purchaser for which Buyer is responsible claims made pursuant to Section 8.02the Assigned Insurance Policy; (d) all Liabilities and commitments relating to (i) current for legal, accounting, audit or former employees of Sellerinvestment banking fees, any of the Purchased Subsidiaries broker commissions or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained expenses incurred by Seller pursuant to Article 9 in connection with the negotiation or Section 2.05(d) preparation of the Disclosure Schedule this Agreement or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Sellerancillary documents; (e) all Liabilities of Seller for outstanding funded Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guaranteefor borrowed money; (f) except as otherwise provided in Section 2.3(b), Section 2.3(f) and Section 7.15(c), all obligations to any broker, finder or agent Liabilities for any investment banking or brokerage fees, finders fees or commission Taxes (i) for all taxable periods relating to the transactions contemplated by this Agreement Excluded Assets, and any other fees and expenses (ii) for which Seller is responsible pursuant all taxable periods (or portions thereof) ending on or prior to Section 13.03(or, to the extent attributable to the portion of such period ending on the Closing Date, including) the Closing Date, in the case of Taxes relating to the Purchased Assets; (g) all indemnification obligations owed to except for the Retention and Severance Agreements listed on Schedule 7.14(d), any Person who is or was an officer or director of Seller or any Subsidiary prior to Liabilities under the Closing in respect of actions or omissions occurring prior to the ClosingEmployee Benefit Plans; (h) all Liabilities incurred under any employment, severance, retention or termination agreement with any Employee of Seller or any of its Affiliates (including, but not limited to, as provided in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third partiesSection 7.14(b)); (i) all Excluded Environmental Liabilities;any Liabilities of Seller based upon Seller’s acts or omissions occurring after the Effective Date; and (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result the Liabilities listed on Schedule 2.4(j) of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentDisclosure Schedules.

Excluded Liabilities. Buyer is assuming only Notwithstanding anything to the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or contrary in this Agreement, neither Oscient nor any of the Retained Subsidiaries of whatever natureOscient’s Affiliates will assume, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiariesnor will they become responsible for, as applicable any Liability set forth hereafter (all such Liabilities not being assumed being herein referred to as collectively, the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) all Liabilities of Reliant and Reliant’s Affiliates arising under this Agreement, the Other Agreements or from the consummation of the transactions contemplated hereby or thereby; [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business;Commission. (b) all Liabilities required to be performed by Reliant under the Assigned Contracts and Orders prior to the extent arising out of or relating Closing Date and any Liability for Reliant’s failure to any Excluded Assetso perform such Liabilities; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible Reliant under the Packaging Agreement not assumed by Oscient pursuant to Section 8.02the Packaging Agreement Assignment; (d) all Liabilities of Reliant required to be performed by Reliant under the Settlement to the extent not assigned to Oscient; (e) all Liabilities of Reliant required to be performed by Reliant under the Ethypharm Agreement to the extent not transferred to Oscient pursuant to Section 2.3(c); (f) all Losses arising out of claims of third parties due to the marketing, promotion, use or sale of any Product (whether or not defective) sold prior to the Closing Date by Reliant and commitments all Losses arising out of claims of third parties due to or relating to (i) current any voluntary or former employees of Seller, any involuntary recall of the Purchased Subsidiaries or any Product sold prior to the Closing Date by Reliant; (g) all of the Retained Subsidiaries other than, in each case, Business Employees, Reliant Prorated Liabilities; (iih) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms Section 2.3 and conditions of the applicable Employee Plan Section 7.9, all rebates claimed or International Plan (in the case of a Liability accrued by or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, are on a leave of absence resulting from a reduction in force or a “bridging” of age and/or service credit under any Rebate Programs and Chargebacks received for purposes of an Employee Plan; (iv) compensation deferred by Business Employees Product prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller;and (ei) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating subject to any guarantee or consignment arrangements involving Seller Section 2.3 and Engineered Materials SolutionsSection 7.7, Inc., other than the Replacement Guarantee; (f) all obligations to any brokerfor replacements of, finder or agent refunds for any investment banking Product distributed or brokerage fees, finders fees or commission relating to the transactions contemplated sold by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary Reliant prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonmentDate.

Excluded Liabilities. Buyer is assuming only Neither Buyers nor any of their Affiliates shall assume, nor shall they become responsible for any Liabilities of the Business or of Sellers or any of Sellers’ Affiliates other than the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature(collectively, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including which Excluded Liabilities shall include, without limitation, the following (which shall be Excluded Liabilities):following: (a) all Net Liabilities to the extent arising out of or relating to not included in the operation or conduct by Seller or any of its Subsidiaries of any Retained BusinessClosing Net Assets; (b) all Liabilities except as allocated to Buyers pursuant to Sections 9.2 and 9.5(d), any Liability for Taxes imposed on Seller Parties with regard to the Products or the Business or the Acquired Assets, including without limitation (i) any Liability of Seller Parties for the Taxes of any other Person (other than Taxes of the Acquired Entities for any Post-Closing Tax Period) by operation of law, as a transferee or successor, by contract, or for any other reason, (ii) any Taxes imposed on Sellers attributable to the German Hive-down or the French Hive-down and (iii) any Taxes attributable to the Seller Parent Spin-Off, to the extent arising out of or relating to any Excluded Assetnot included in the Closing Net Assets; (c) all any Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible relating to the Net Business Debt incurred prior to the Closing Date to the extent not deducted from the Global Purchase Price pursuant to Section 8.023.3; (d) all any Liabilities and commitments relating to the Change of Control Payments (which for the avoidance of doubt shall include any retention payments or stay bonuses to any UK Employee, whenever due and payable, pursuant to any Contract existing prior to the Closing) to the extent not deducted from the Global Purchase Price pursuant to Section 3.3; (e) any Liabilities relating to the Transaction Expenses to the extent not deducted from the Global Purchase Price pursuant to Section 3.3; (f) any Liabilities relating to the operation of the Business prior to the Closing, except to the extent included in the Assumed Liabilities; (g) any Liabilities under or in connection with any Excluded Assets; (h) any Liabilities specifically excluded pursuant to the terms of a Local Agreement; (i) current any Liabilities for actual or former employees alleged infringement of Sellerthird party Intellectual Property by the manufacture, making, using, selling, offering for sale or importing of any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees Products prior to the Closing Date; (v) in respect , including the pro rata portion of former Business Employeesany damages assessed against the manufacture, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans making, using, selling offering for sale or importing of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary Products prior to the Closing in respect of actions or omissions occurring prior Date, except to the Closing; (h) all Liabilities incurred extent taken into account in connection with effecting the Restructuring (including Transfer Taxes and the cost determination of obtaining required consents from third parties); (i) all Excluded Environmental LiabilitiesClosing Net Assets; (j) all obligations under employee benefit arrangementsexcept as otherwise provided in Schedule 8.6, employment agreements or other similar arrangements which come due as a result of any Liabilities for compensation payable to the transactions contemplated herebyTransferred Employees for services performed prior to the Closing Date, including any stay Liabilities for compensation or transaction bonuspayment made to any employee of the Business pursuant to the use of such employee invention in any Products prior to the Closing Date, except to the extent taken into account in the determination of Closing Net Assets; (k) any Liabilities relating to the Bio-Rad Business; (l) any Liabilities relating to the Neoteric Business; and (km) all except as otherwise provided in Schedule 8.6, any Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine in connection with or imprisonmentrelating to any Olympus Benefit Plan.

Excluded Liabilities. Buyer It is assuming only the expressly understood and agreed that Assumed Liabilities from Seller and shall not include the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain following Liabilities of Seller or the Retained SubsidiariesSellers (collectively, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities): (a) all All Liabilities for Taxes imposed on or relating to (i) any Seller (including, without limitation, any liability for Taxes of any person other than such Seller under Treas. Reg. Sec. 1.1502-6 or any comparable provision of state, local or foreign law, as a transferee or successor, by contract, or otherwise, including without limitation any indemnification obligation), the Business, or the Assets or the use thereof for any Pre-Closing Tax Period (or any portion thereof) other than liabilities included in the Net Working Capital calculation, and (ii) any Seller after the Closing Date; (b) All intercompany Liabilities and Liabilities arising under or related to any indebtedness for borrowed money; (c) Liabilities covered by the insurance policies of Sellers in effect on or prior to the Closing Date, but only to the extent Sellers receive proceeds thereunder from third party insurers; provided, however, that, after the Closing Date, if any third party insurer seeks recoupment, refund or return of such proceeds from Buyer, then any such Liability to such third party insurer shall be deemed an Excluded Liability; (d) Liabilities arising under any special incentive or other bonus agreements or arrangements between any Seller and any of its employees relating exclusively to the consummation of the transactions contemplated by this Agreement, including without limitation liabilities under the Retention Bonus Agreements entered into and to-be-entered into between Parent and the persons identified on Schedule 1.2(e), including without limitation liabilities for any severance payments thereunder; (e) All Liabilities that do not arise primarily out of or relate primarily to the Business or the Assets except as otherwise provided herein; (f) Any Liability arising under or otherwise relating to any Benefit Plan or Benefit Arrangement, none of which plans or arrangements are being assumed by Buyer, other than liabilities of the type listed on Exhibit B to Schedule 1.3(d) that are included in the Net Working Capital calculation; (g) Liabilities arising under the Contracts listed on Schedule 1.2(e); and (h) Any Liability for any claim incurred or asserted by a Business Employee prior to the Closing, regardless of whether such claim is made or filed before or after the Closing, including without limitation Liabilities based upon breach of employment contract, employment discrimination, wrongful termination, wage and hour or health and safety requirements, workers compensation, ERISA, the Consolidated Omnibus Budget Reconciliation Act, the Worker Adjustment Retraining Notification Act of 1988, as amended, the Occupational Safety and Health Act of 1970, as amended, constructive termination, wrongful termination, failure to give reasonable notice or pay-in-lieu-of-notice, severance pay, termination pay, medical (and related) claims of Business Employees covered under Sellers’ health and welfare plans, workers’ compensation claims, and accrued vacation of Business Employees up to and including the Closing Date, other than liabilities of the type listed on Exhibit B to Schedule 1.3(d) that are included in the Net Working Capital calculation; (i) All Liabilities other than liabilities included in the Net Working Capital calculation relating to independent contractors or independent subcontractors of the Business issued a Form 1099 (“1099 Contractors”) or independent contractors or employees hired or retained and paid by the Business on an hourly basis to perform services for the Business regardless of whether or not such independent contractors or employees are performing such services (“Bench Employees”); (j) All Liabilities relating to actions, suits, proceedings, disputes, claims or investigations arising primarily out of or related primarily to the Business or the Assets relating to actions taken, or conduct occurring, prior to the Closing Date, other than Liabilities associated with continuing the litigation set forth in Item 1 of Schedule 3.1(h); (k) All Liabilities of Sellers for any violation of or failure to comply with Laws or Orders; (l) All Liabilities relating to any rebate amounts owing to any customers of the Business for any work performed by Sellers prior to the Closing Date to the extent such liabilities are not included in the Net Working Capital calculation; (m) Any Liabilities identified on Schedule 1.4(m); and (n) All Liabilities of the Sellers, including all Liabilities relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business; (b) all Liabilities to the extent arising out of or relating to any Excluded Asset; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any ownership of the Purchased Subsidiaries Business or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees Assets prior to the Closing Date; (v) , which are not otherwise expressly identified as an “Assumed Liability” in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (h) all Liabilities incurred in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonus; and (k) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonment1.3.

Excluded Liabilities. Buyer is assuming only Except for the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever natureLiabilities, whether presently in existence or arising hereafter. All such all other Liabilities and obligations of Sellers and their Affiliates (collectively, “Excluded Liabilities”) shall be retained by Sellers and remain their Affiliates and shall not be assumed or discharged by Purchaser, or in the case of Liabilities of Seller or the Company included in the Retained SubsidiariesLiabilities, as applicable (all such will be indemnified, reimbursed and defended pursuant to Article X and shall not be retained by Purchaser. By way of example and not limitation, the Excluded Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including shall include the following (which shall be Excluded Seller Liabilities):: (a) all ordinary course and non-ordinary course payables and other Liabilities of Sellers in connection with the Business (excluding Intercompany Payables and other similar Liabilities (which are considered “Excluded Liabilities” pursuant to clause (p) hereof)) accruing on or prior to the extent arising out Closing Date, in excess of or relating to the operation or conduct by Seller or any amounts therefor (collectively with ordinary course and non-ordinary course payables and other Liabilities of its Subsidiaries of any Retained Businessthe Company) set forth on the Closing Net Working Capital Statement; (b) all Liabilities to the extent relating in any way to Excluded Assets; (c) any Liability of any Seller under that certain Amended and Restated Revolving Credit Agreement dated as of October 29, 2004, as amended, between Xxxxxxxxxx and certain of its Affiliates as borrowers, and certain lenders and funding agents; (d) any Liability of any Seller for any Indebtedness, including any Liability of Seller under its line of credit agreement identified and set forth on Schedule 1.1(viii) hereof or any Indebtedness to Xxxxxxxxxx or any of its Affiliates; (e) any Liability or obligation arising out of or relating to any: (i) former employee, officer, director, Contingent Worker or consultant of any Excluded Assetof Sellers or the Company; (cii) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02Employee who does not become a Transferred Employee; (diii) all Liabilities and commitments relating to (i) current or former employees of SellerEmployee who becomes a Transferred Employee, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a extent such Liability or commitment relating to an Employee Plan obligation was incurred or International Plan); (iii) Business Employees who, as of the Closing Date, are accrued 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) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary prior to the Closing in respect of actions or omissions occurring prior to the Closing; (iv) Contingent Worker who was not disclosed as an Employee on Schedule 4.16(a) and who becomes a Transferred Employee due solely to the Acquired Rights Directive; provided, that to the extent Purchaser assumes any post-Closing Liability associated with such workers, Seller shall be responsible to reimburse Purchaser for all such Liabilities; and (v) Employee who becomes a Transferred Employee, to the extent such Liability or obligation results from any claim brought forth post-Closing where such claim was related to any event which occurred pre-Closing; (f) any Liability or obligation under, or arising out of, any Seller Plan, regardless of whether such plan, program, policy or scheme covers or relates to any Employee, former employee, officer, director, contingent worker or consultant of the Business, other than ordinary course employee incentive, payroll, employee commission and vacation benefit plan accruals to the extent set forth on the Closing Net Working Capital Statement; (g) any Liability or obligation of any of Sellers with respect to any Plan or Employment Agreement, unless otherwise specifically assumed pursuant to the terms of this Agreement; (h) all Liabilities incurred any obligation for any of Sellers’ legal, accounting or other professional fees or expenses related to or in connection with effecting the Restructuring (including Transfer Taxes and preparation of this Agreement or the cost consummation of obtaining required consents from third parties)the transactions herein contemplated; (i) all Excluded Environmental Liabilitiesany Liability, whether contractual or by operation of law, of any Seller or any of their Affiliates for Taxes, including any Liability for Taxes with respect to the Business or the Sale Assets for Tax periods ending on or prior to the Closing Date and for any Straddle Period to the extent allocable to the portion of such period beginning before and ending on the Closing Date; (j) any matters disclosed or required to be disclosed on Schedule 4.14; (k) any Liability for product warranty claims allocable to sales of Products by Sellers with respect to any Product (i) sold and delivered by Sellers on or prior to the Closing Date (ii) in Inventory as of the Closing Date, which has been labeled exclusively with a Seller Private Label Product brand, or (iii) sold, directly or indirectly, or offered for sale by Sellers on or prior to the Closing Date as to which the terms of sale, distribution or offer deviate from the standard terms and conditions of Sellers set forth on Schedule 4.15(a) (other than Products which are sold, directly or indirectly, or offered for sale in countries outside of the U.S. and Canada where form sales contracts or purchase orders are not used and terms and conditions are implied (or in form sales contracts or purchase orders where additional terms and conditions are implied) by requirement of Applicable Law), each in excess of the amount of the reserve therefor set forth on the Closing Net Working Capital Statement (it being understood that such reserve includes such Liabilities relating both to sales by Sellers in connection with the Business and sales by the Company), and any Liability for products liability claims with respect to any Product (i) sold and delivered by Sellers on or prior to the Closing Date (ii) in Inventory as of the Closing Date, which has been labeled exclusively with a Seller Private Label Product brand, or (iii) sold, directly or indirectly, or offered for sale by Sellers on or prior to the Closing Date as to which the terms of sale, distribution or offer deviate from the standard terms and conditions of Sellers set forth on Schedule 4.15(a) (other than Products which are sold, directly or indirectly, or offered for sale in countries outside of the U.S. and Canada where form sales contracts or purchase orders are not used and terms and conditions are implied (or in form sales contracts or purchase orders where additional terms and conditions are implied) by requirement of Applicable Law); (l) any Liability of Sellers in connection with the Business arising out of or related to any matter disclosed or required to be set forth on the Disclosure Schedules as an exception to or disclosure made pursuant to the representations and warranties made in Section 4.18 to the extent the circumstances giving rise to such Liability occurred on or prior to the Closing Date, but only to the extent of the Liability allocable to the period on or prior to the Closing Date; (m) all obligations under employee benefit arrangements, employment agreements pension Liabilities for ERISA Affiliates; (n) to the extent not otherwise specified hereunder any Liability arising from or connected with the operation of the Business on or prior to the Closing; (o) any Liability arising out of any transaction between Sellers in connection with the Business and any Affiliate; (p) all Liabilities related to the matter listed on Schedule 1.1(ix). (q) all Intercompany Payables and other similar arrangements which come due as a result of the transactions contemplated hereby, including any stay or transaction bonusLiabilities; and (kr) all Liabilities any Liability of any Sellers arising out of intentional violations or relating to its performance under this Agreement or any Transaction Document (regardless of Applicable Law that are punishable whether such performance is required on or prior to or after the Closing Date), including any Liability or obligation arising under the indemnification obligations of Sellers under Article VIII any failure by a material criminal fine any Seller or imprisonmentany of its Affiliates to comply with the terms of this Agreement.

Excluded Liabilities. Buyer is assuming only (a) Except for the Assumed Liabilities from Seller and Liabilities, neither the Retained Subsidiaries and is not assuming any other Liability of Seller or Buyers nor any of the Retained Subsidiaries their Affiliates shall assume, take subject to or be liable for any liabilities or obligations of whatever any kind or nature, whether presently in existence absolute, contingent, accrued, known or unknown, of the Business, arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or prior to the Retained Subsidiaries, as applicable Effective Time (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”). The Seller shall pay and perform and shall cause its Affiliates to pay and perform, including on or before the following (which shall be date due, all Excluded Liabilities): (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business;. (b) all Without limiting the generality of Section 2.6(a), the Excluded Liabilities shall include any liabilities or obligations of the Seller arising prior to the extent arising out of or Effective Time for: (i) Any liabilities (including all accounts payable) relating to any Excluded Assetthe Seller Publications; (c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02; (d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current any Proceedings made or former Business Employees (A) that are expressly retained pending by or against the Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, 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) compensation deferred by Business Employees prior to the Closing Date; , that arise out of or relate to the Business; (iii) any Taxes related to the operations or assets that comprise the Business with respect to any Pre-Closing Tax Period, and any income or sales Taxes arising by reason of the transactions contemplated herein; (iv) any Taxes of the Seller unrelated to the Business; (v) in respect of former Business Employees, any Contract for which the Seller Supplemental Pension Plan liabilities and obligations are not assumed by the Buyers pursuant to Section 2.5(b); (vi) stock option and other equity-based compensation plans any breach by the Seller of Seller; (e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee; (f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is responsible pursuant to Section 13.03; (g) all indemnification obligations owed to any Person who is or was an officer or director of Seller or any Subsidiary Environmental Law prior to the Closing Date in respect connection the Business; (vii) any Plans or Other Benefit Obligations of actions the Seller or omissions occurring any of Seller’s Affiliates (including any obligations of the Seller or any of Seller’s Affiliates to make contributions to any 401(k) plan), except for Accrued PTO, which shall be assumed pursuant to Section 2.5(a) and payable in accordance with Section 5.6; (viii) any employment, severance, retention or termination agreement with any employee working exclusively in the Business, except for up to an aggregate of $50,000 for Seller’s severance obligations, which shall be payable in accordance with Section 5.6; (ix) any obligation to distribute to any limited partner or general partner or otherwise to apply all or any part of the consideration received hereunder; (x) any noncompliance prior to the ClosingEffective Time by the Business with any Legal Requirement of any Governmental Authority; (hxi) all Liabilities any Indebtedness or any security interest related thereto, including without limitation the Indebtedness set forth in Schedule 3.23; (xii) any fees and expenses incurred by the Seller prior to the Effective Time in connection with effecting the Restructuring (including Transfer Taxes and the cost of obtaining required consents from third parties); (i) all Excluded Environmental Liabilities; (j) all obligations under employee benefit arrangements, employment agreements or other similar arrangements which come due as a result of the transactions contemplated hereby; (xiii) any obligation to any limited partner, including general partner or any stay former limited partner or transaction bonusgeneral partner; (xiv) any obligation relating to the Excluded Assets; (xv) any claim by employees or former employees of Seller or their respective dependants for any medical claim “incurred” (meaning treatment was received prior to Closing) under the federal healthcare continuation rules known as COBRA; and (kxvi) all Liabilities arising out any obligation of intentional violations of Applicable Law that are punishable the Seller under this Agreement or any other document executed by a material criminal fine or imprisonmentthe Seller in connection with the transactions contemplated hereby.