Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Buyer shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due.

Excluded Liabilities. Notwithstanding anything contained herein to Other than the contraryAssumed Liabilities, Buyer shall not assumeand does not assume any other Liability whatsoever (including Liabilities relating to the conduct of the Business or to the Acquired Assets (and the use thereof) at any time on or prior to the Closing Date), whether relating to or cause to be assumedarising out of the Business or Acquired Assets or otherwise, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued fixed or contingent, now existing disclosed (whether on the Disclosure Schedule or arising otherwise), or undisclosed (collectively, the "Excluded Liabilities"). Without limiting the foregoing, Buyer shall not and does not assume any of the following (each of which shall be included within the definition of "Excluded Liability"): (a) all Liabilities relating to or arising, whether before, on or after the date hereofClosing, out of, or in connection with, any of the Excluded Assets; (b) all Liabilities, other than the Accounts Payable, that arise (whether under the Assumed Contracts or otherwise) with respect to the Acquired Assets or the use thereof on or prior to the Closing Date or relate to periods ending on or prior to the Closing Date or are to be observed, paid, discharged or performed on or prior to the Closing Date (in each case, including any Liabilities that result from, relate to or arise out of Seller tort or other product liability claim); (c) litigation and related claims and Liabilities or any other claims against the Company or any of its Affiliates (Subsidiaries of any kind or nature whatsoever, other than Accounts Payable, involving or relating to facts, events or circumstances arising or occurring on or prior to the liabilities expressly assumed in this Agreement) includingClosing Date, but not limited tono matter when raised (including Liability for breach, misfeasance or under any other theory relating to the following obligations and liabilities of Seller and its Affiliates (Company's or any such obligations and liabilities not assumed hereunderSubsidiary's conduct, the “Excluded Liabilities”):performance or non-performance); (id) any liabilities or obligations all Liabilities relating to any current or former Contract between any employee or independent contractor of Seller consultant and the Company or any of its Affiliates Subsidiaries; (whether or not such employee is hired by Buyer following the Closinge) and labor matters all Liabilities relating to any such current environmental, health or former employee or independent contractor safety matter (including any liabilities Liability or obligations obligation arising under any Environmental Law) arising out of or relating to the Company's or any employee-of its Subsidiary's operation of their respective businesses or their leasing, ownership or operation of real property; (f) all Liabilities for damages to persons or property arising out of alleged defects in products sold by the Company or any of its Subsidiaries, or arising under warranties, express or implied, issued by the Company or any of its Subsidiaries; (g) all Liabilities in excess of the Claims Reserve to repair or replace, or to refund the sale price (plus related matterexpenses) of, employee-related payment obligation, products sold and delivered by the Company or any of its Subsidiaries prior to the Closing Date; (h) all Liabilities of the Company or any of its Subsidiaries under any collective bargaining contractagreement, agreement with any labor union, employment agreement or severance agreement; (i) all Liabilities of the Company or any of its Subsidiaries, or of any trust or other entity established to provide employee benefits, to their present or former employees, retirees or spouses, dependents or other beneficiaries of present or former employees or retirees, including all Liabilities attributable to, incurred in connection with, arising from or relating to, any Plan, whether formal or informal and whether legally binding or not; (j) all Liabilities of the Company or any of its Subsidiaries attributable to, incurred in connection with, arising from, or relating to, a violation of any Laws governing employee relations, including anti-discrimination Laws, wage and hour Laws, labor negotiationrelations Laws and occupational safety and health Laws; (k) all Liabilities related to (i) the termination of employment of any employees of Sellers, severance costincluding employees of Sellers who become employees of Buyer, pension planincluding all Liabilities arising under the WARN Act, profit sharing planand (ii) earned but unpaid salary, deferred compensation planbonuses, accrued holiday benefitbut unpaid vacation days, accrued bonusbut unpaid medical and dental expenses, salaryaccrued and unpaid other forms of compensation and all other accrued welfare benefits of all employees of the Company or any of its Subsidiaries, bonus planincluding employees of Seller who become employees of Buyer and, phantom stock award, stock option whether or purchase plan, employment contract, consulting contractnot accrued, any Employee Benefit Plan obligations under Section 4980B of the Code to provide continuation of group medical coverage with respect to any such employee or other qualified beneficiary; (l) except as set forth in Section 7.9, all Liabilities for any entitlements arising and all Transfer Taxes due as a result of or in connection with the consummation of the Purchasetransactions contemplated by this Agreement; (iim) except as set forth in Section 7.9, all Liabilities for any Taxes, interest, and penalties (i) attributable to all Taxes due or payable by the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller Company or any of its Affiliates; (iii) Subsidiaries for any liabilities period ending on or obligations related to before the Excluded Assets; (iv) any liabilities Closing Date or obligations arising out as a result of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after or the ownership of the Acquired Assets on or before the Closing Date, any liabilities or obligations arising out without regard to whether such taxes are within the scope of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Sellerrepresentation set forth in Section 5.10 hereof; (viin) all amounts payable pursuant to Section 365(b)(1)(A) or (B) of the Bankruptcy Code in order to effectuate, pursuant to the Bankruptcy Code, the assumption by Sellers and assignment by Buyer of Assumed Contracts under the Bankruptcy Court Approval (the "Cure Amounts"), other than as specifically set forth herein; (o) other than Accounts Payable, all notes, bonds or other evidences of indebtedness, including any Seller Transaction Expensesof the foregoing entered into with respect to any of the Acquired Facilities; and (viiip) all Liabilities for fraud, breach, misfeasance or under any liabilities other theory relating to conduct, performance or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery non-performance of the notice Company or any of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueits Subsidiaries.

Excluded Liabilities. Notwithstanding anything contained herein to the contraryNeither Parent nor Buyer assumes, Buyer and shall not assume, at any time hereafter (including on or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereofClosing Date) become liable for, any Liabilities of Seller, any of its Affiliates or any Plan Affiliate, other than the Assumed Liabilities (the "Excluded Liabilities"); in furtherance of and not in limitation of the foregoing, the Excluded Liabilities shall include, but are not limited to, the following: (a) any Liability of Seller or any of its Affiliates or Plan Affiliates of any of the foregoing, whether currently in existence or arising hereafter, that is not attributable to, or that does not arise out of, Seller's normal conduct of the Business; (b) any Liability whether presently in existence or arising hereafter which is attributable to an Excluded Asset; (c) any Environmental Liability imposed on Seller whether presently in existence or arising hereafter; (d) any Liability the existence of which constitutes a breach of any representation or warranty or covenant hereunder which would be indemnifiable to Parent and Buyer pursuant to Section 9.01 hereof.; (e) any Liability whether currently in existence or arising hereafter relating to fees, commissions or expenses owed to any broker, finder, investment banker, attorney, accountant or other intermediary, consultant or advisor employed by any of the Seller Parties or any of its or his Affiliates or Plan Affiliates in connection with the transactions contemplated hereby or otherwise; (f) all Debt (other than the liabilities expressly assumed current accounts payable or accrued expenses as set forth in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):Section 2.03(ii)); (ig) any liabilities or obligations relating to any current or former employee or independent contractor Liability of Seller or any of its shareholders or any of their Affiliates for any Taxes, including without limitation, (whether or not such employee is hired by Buyer following i) any Liability for any Taxes with respect to the ClosingTransferred Assets attributable to any period prior to the Closing and (ii) and labor matters any Taxes relating to or arising from Seller's issuance of its Series B common stock; (h) any such current Liability, whether currently in existence or arising hereafter, owed by Seller to any of its Associates or Affiliates; (i) any Liability incurred by Seller with respect to any of Seller's employees or former employee employees, agents, consultants or independent contractor contractors, including but not limited to, worker's compensation, severance, salary, bonuses or other benefits and Liabilities arising pursuant to Seller's employment agreements with Xxxxx, Xxxxxxx Xxxx and Xxxxx Xxxxxxxxx (other than the obligation to pay severance to Mr. Mossesson pursuant to the terms and conditions of his employment agreement with Seller); (j) any liabilities or obligations Liability arising from, arising out of of, based on or relating to any employee-related matterof Seller's Benefit Plans, employee-related payment obligationwhether arising before, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option on or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date; (k) any Liability for indebtedness of Seller, including without limitation, any principal, interest or other amount owing in respect of any such indebtedness; (l) any negative cash balances, book overdrafts, held checks or similar liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (viim) any Seller Transaction ExpensesLiability for payroll or similar Taxes relating to Seller's arrangement with Elegant Lighting; and (viiin) any liabilities all current accounts payable, payroll or obligations arising from product liability claims for which accrued expenses of Seller, incurred or accrued in the injury or loss giving rise thereto (not just the delivery ordinary course of the notice of such claims) occurs business prior to the Closing DateAugust 5, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due2002.

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Neither Buyer nor any Buyer Designee shall not assume, or cause to be assumed, assume or be deemed obligated to have assumed pay, perform or caused to have assumed otherwise assume or be liable or responsible for discharge any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; , whether direct or indirect, known or unknown, absolute or contingent, except for the Assumed Liabilities (v) all of such liabilities and obligations not so assumed being referred to herein as the “Excluded Liabilities”). For the avoidance of doubt, the parties agree that the Excluded Liabilities include, but are not limited to, any and all liabilities or obligations arising out of set forth or relating described in paragraphs (a) through (n) below, whether or not any such liability or obligation has a value for accounting purpose or is carried or reflected on or specifically referred to any contract which is not an Assigned Contract;in Seller’s or the applicable Subsidiary’s books or financial statements: (via) other than any liability or obligation that arises from, or in connection with with, the operation or the conduct of the Engenio Business after or the Closing Date, any liabilities ownership of the Purchased Assets on or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (viib) any Seller Transaction Expenses; andExcluded Taxes; (viiic) any liabilities Environmental Liabilities; (d) any liability or obligations obligation arising from product liability claims for which out of or related to any Excluded Asset; (e) any trade payable that arises from, or in connection with, the injury operation or loss giving rise thereto (not just the delivery conduct of the notice Engenio Business or the ownership of such claims) occurs the Purchased Assets on or prior to the Closing Date; (f) any indebtedness for borrowed money or guarantees thereof of Seller and its Subsidiaries or intercompany obligations of Seller or any Subsidiary; (g) except as set forth in Section 5.4(c), including specifically all losses caused by any liability or obligation relating to or arising out of (i) the employment and/or any alleged design, manufacture, assembly, installation, use termination of such employment by Seller or sale any Subsidiary of any products manufactured by employee or former employee of Seller or a Subsidiary on or before the Factory Closing Date, including any and all liability or obligation relating to wages, remuneration, compensation, unreimbursed expenses, benefits, severance, pensions, sabbatical, vacation, personal days, floating holidays or other paid-time-off, working time related benefits, time savings accounts, end of career indemnities, 13th month payment or similar, anniversary bonus, early retirement, old-age part-time (Altersteilzeit) (including any amounts which Seller or any Subsidiary has book-reserved), reconciliation of interests (Interessenausgleich), social plans (Sozialplan), works council negotiation procedure, social security and related costs (together, the “Employment-Related Liabilities”) of the employees or former employees of the Seller or any Subsidiary or Seller’s or any Subsidiary’s obligation to comply with the ARD Regulations, in each case, that are accrued or in the course of accrual or relate to periods prior to and on the Closing Date or that relate on a prorate temporis basis to the period prior and including the Closing Date; (ii) any employee’s or former employee’s or his/her dependents’ rights or obligations under any fringe benefit of employment with Seller or a Subsidiary, including any Benefit Plan; (iii) any retention payments owed to Business Employees pursuant to arrangements entered into on or prior to the Closing DateDate by Seller or a Subsidiary; and/or (iv) the employment or the termination of employment (whether before, whether on or after Closing) or the commencement transfer by operation of Law, in each case as a result of the transaction contemplated by this Agreement, of any related litigationperson who is not a Transferred Employee but who claims or is deemed to transfer to the Buyer or any Buyer Designee by operation of Law, arbitrationincluding, investigationwithout limitation, proceeding liabilities and obligations and Losses arising from, or claim occurs connected with, any Employment-Related Liabilities; (h) any liability and obligation which arises out of or relates to any breach, default or violation by Seller or its Affiliates of the Assumed Leases and the Contracts, Licenses and Governmental Permits occurring on or prior to the Closing Date or which arises out of violation of applicable Law, in each case by Seller or its Affiliates; (i) except as set forth in Section 2.4(c), any support obligations (including personnel costs) and any product warranty liabilities arising from sales of Engenio Products listed on Schedule 1.1(b) on or before the Closing Date; (j) any support obligations (including personnel costs) and any product warranty and sales return or product return liabilities arising from sales of ONStor™ Products on, before or after the Closing Date Date; (k) any liability or obligation in connection with, or relating to, any actions, suits, claims or proceedings against Seller shall satisfy all Excluded Liabilities that are an or any Subsidiary which arise out of, accrue, or relate to (i) the operation or conduct of the Engenio Business or (ii) the ownership of the Purchased Assets in each case on or before the Closing Date; (l) any benefit liability or obligation relating to or arising in connection with Section 4980B of the Code (COBRA) or otherwise by operation of applicable Law to provide continuation of health care coverage to employees or former employees of Seller promptly when dueor a Subsidiary or their dependents arising from a qualifying event occurring on or before the Closing Date; (m) any liability or obligation arising from any (i) customer rebates or market development funds on or before the Closing Date and (ii) sales returns or product returns arising from sales of Engenio Products listed on Schedule 1.1(b) on or before the Closing Date; and (n) except as set forth in Section 5.4(c), any liability or obligation arising from or relating to any Benefit Plan.

Excluded Liabilities. Notwithstanding anything contained herein to Except for the contraryAssumed Liabilities, Buyer shall not assumeassume by virtue of this Agreement or the transactions contemplated hereby, or cause to be assumedand shall have no liability for, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) Liabilities of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited towithout limitation, those related to the following obligations and liabilities Business) of Seller and its Affiliates any kind, character or description whatsoever (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):). Seller shall discharge in a timely manner or shall make adequate provision for all of the Excluded Liabilities that affect the Business, Assets or Assumed Liabilities, provided that Seller shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any person or entity. Excluded Liabilities shall include, without limitation: (ia) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates all Taxes (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than Taxes that are Assumed Liabilities) including those that result from or have accrued in connection with the operation of the Business after the Closing Date, any liabilities on or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (viib) any Liability or obligation of Seller Transaction Expensesof any nature owed to any employees, directors, former employees, agents or independent contractors, whether or not employed by Buyer after the Closing, that (A) arises out of or relates to the employment or service provider relationship between Seller or its Affiliates (or any predecessor in interest) and any such individual(s) (including, but not limited to, claims for compensation, discrimination, harassment, or retaliation and any Liability under Seller’s Employee Benefit Plans); andor (B) arises out of or relates to events, circumstances or conditions occurring on or prior to the Closing Date (including the transactions contemplated by this Agreement); (viiic) any liabilities all Accounts Payable arising on or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date; * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. (d) Liabilities of Seller under the Assumed Contracts that were incurred, including specifically all losses caused by arose or arising out of any alleged design, manufacture, assembly, installation, use became payable on or sale of any products manufactured by the Factory or the Business prior to the Closing Date; (e) all Liabilities of Seller and its Affiliates under the Registrations, whether to be performed, or which relate to any event, circumstance or condition occurring, on or prior to the commencement Closing Date; (f) all Liabilities with respect to accrued expenses incurred on or prior to the Closing in connection with the CV Products or the Business; (g) all Liabilities arising out of any related litigation, arbitration, investigation, proceeding claims of third parties for damage or claim occurs before injury suffered as the result of defective products sold or manufactured on or prior to the Closing Date; (h) all Liabilities incurred (i) up through the Closing Date and (ii) after the Closing Date Seller shall satisfy [****]*, in connection with or related to the [****]*, including without limitation the [****]* and of any and all Excluded work and agreements relating thereto, and the [****]* relating the [****]*; and (i) Liabilities that are an obligation of Seller promptly when dueand its Affiliates relating to or arising under this Agreement.

Excluded Liabilities. Notwithstanding anything contained herein in this -------------------- Agreement to the contrary, Buyer shall not assume, assume or cause to otherwise be assumedliable in respect of, or be deemed by virtue of the execution and delivery of this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed or caused to have assumed or otherwise be liable in respect of, any debt, claim, obligation, or responsible for other liability of Seller, or any of Seller's Affiliates, other than the Assumed Liabilities, including, without limitation, any of the following liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited tocollectively, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “"Excluded Liabilities”):"): -------------------- (i) any obligations or liabilities or obligations relating to any current or former employee or independent contractor of Seller or any predecessor or Affiliate of its Affiliates (whether Seller which in any way relate to, or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising arise out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contractof, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the PurchaseExcluded Assets; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any all Tax liabilities of its AffiliatesSeller; (iii) any liabilities or obligations related of Seller owed to the Excluded Assetsany of its Affiliates; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller for borrowed money or any of its Affiliatesfor interest on such borrowed money; (v) any liabilities or obligations arising out of any breach by Seller or relating to any contract which is not an Assigned Contractpredecessor or Affiliate of Seller of any of the terms or conditions of any provision of any contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations of Seller or any predecessor or Affiliate of Seller resulting from, caused by or arising out of, any violation of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Sellerlaw; (vii) any claims, liabilities, or obligations of Seller Transaction Expenses; andas an employer, including, without limitation, liabilities for wages, supplemental unemployment benefits, vacation benefits, severance benefits, retirement benefits, Federal Consolidated Omnibus Budget Reconciliation Act of 1985 benefits, Federal Family and Medical Leave Act of 1993 benefits, Federal Workers Adjustment and Retraining Notification Act obligations and liabilities, or any other employee benefits, withholding Tax liabilities, workers' compensation, or unemployment compensation benefits or premiums, hospitalization or medical claims, occupational disease or disability claims, or other claims attributable in whole or in part to employment or termination by Seller or arising out of any labor matter involving Seller as an employer, and any claims, liabilities and obligations arising from or relating to any employee benefit plans; (viii) any claims, liabilities, losses, damages, or expenses relating to any litigation, proceeding, or investigation of any nature arising out of ownership of the Assets or Seller's operation of its Business on or prior to the Closing Date including, without limitation, any claims against or any liabilities for injury to, or death of, Persons or damage to or destruction of property, any workers' compensation claims, and any warranty claims; (ix) except as may otherwise be provided herein, any accounts payable, other indebtedness, obligations or accrued liabilities of Seller; (x) any claims, liabilities, losses, damages, expenses or obligations resulting from the failure to comply with, or imposed pursuant to, any Environmental Law or resulting from the use, presence, generation, storage, treatment, transportation, handling, disposal, emission or release of Hazardous Substances, solid wastes, or gaseous matters by Seller or by any other Person related to, or affiliated with, Seller, the Assets or Seller's operation of the Business to the extent related to, arising from product or otherwise attributable to acts or omissions prior to, or conditions existing as of, the Closing Date, including, without limitation, any liability claims or obligation for which the injury cleaning up waste disposal sites from or loss giving rise thereto (not just the delivery of the notice of such claims) occurs related to acts or omissions occurring on or prior to the Closing Date; (xi) any fees and expenses incurred by Seller in connection with negotiating, including preparing, closing, and carrying out this Agreement and the transactions contemplated by this Agreement, including, without limitation, the fees and expenses of Seller's attorneys, accountants, consultants and brokers; and (xii) any liabilities or obligations with respect to any contracts that Buyer is not specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date assuming. Seller acknowledges and agrees that Seller shall satisfy pay promptly when due any and all Excluded Liabilities that are an obligation not discharged by it at or prior to Closing. Buyer is not the successor employer of Seller promptly when dueSeller's employees for any purpose, is not required to employ any of such employees and has no liability whatsoever with respect to any employee of Seller.

Excluded Liabilities. Notwithstanding anything contained herein Except as expressly provided to the contrarycontrary in Section 2.3 of this Agreement, Buyer shall Buyers will not pay or assume, and none of the Purchased Assets shall be or cause to be assumedbecome liable for or subject to, any liability of any type or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (nature, including the following, whether known or unknownaccrued, absolute, fixed, absolute, matured, unmatured, accrued or contingent, now existing liquidated, unliquidated, recorded, unrecorded, known, unknown or arising after the date hereof) of Seller or any of its Affiliates otherwise, (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”): (a) current liabilities not included in the determination of Final Net Working Capital, accounts payable, long-term liabilities (other than obligations relating to the Assumed Capital Leases that are included in the Indebtedness Adjustment Amount) and all other indebtedness and obligations or guarantees of Sellers; (b) any obligation or liability accruing, arising out of, or relating to acts or omissions prior to the Closing, including any acts or omissions in connection with (i) any Assumed Contract, (ii) the Business, (iii) the Purchased Assets or (iv) any Government Program or other third-party payor programs, including recoupment of previously paid or reimbursed expenses; (c) any obligation or liability accruing, arising out of, or relating to any act or omission after the Closing by any Seller; (d) any obligation or liability accruing, arising out of, or relating to any Excluded Assets, including any Excluded Contract; (e) any obligation or liability for Taxes, whether or not accrued, assessed or currently due and payable, (i) of any Seller, (ii) relating to the Business for any taxable period (or portion thereof) ending on or prior to the Closing Date or (iii) of any Seller resulting from the consummation of the Contemplated Transactions; (f) any liability or obligation for severance with respect to any Employees of Sellers, and any obligation or liability for claims by or on behalf of any Employees relating to periods prior to the Closing, including liability for any pension, profit sharing, deferred compensation, severance, or any other employee health and welfare benefit plans, liability for any EEOC claim, wage and hour claim, unemployment compensation claim or workers’ compensation claim, and liability for all employee wages and benefits, including accrued vacation, sick leave and holiday pay and taxes or other liability related thereto in respect of Employees, except to the extent of Paid Time Off reflected in the Final Net Working Capital; (g) any obligation or liability accruing, arising out of, or relating to any federal, state or local investigations of, or claims or actions against, any Seller or any of Employees, medical staff, agents, vendors or representatives with respect to acts or omissions prior to the Closing; (h) any civil or criminal obligation or liability accruing, arising out of, or relating to any acts or omissions of any Seller or any of its directors, officers, employees or agents claimed to violate any Laws; (i) any liabilities or obligations relating to or arising out of any current noncompliance by any Seller with any Environmental Law; (j) liabilities or former employee obligations in respect of periods prior to Closing arising under the terms of the Government Programs, or independent contractor commercial third party payor programs, including, without limitation, any retroactive denial of Seller or any of its Affiliates claims and civil monetary penalties; (whether or not such employee is hired by Buyer following the Closingk) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of from or in connection with the consummation respect of any claims alleging violations of the PurchaseFalse Claims Act or qui tam actions against any Seller (regardless of whether the Federal government has intervened); (iil) any Taxes, interest, and penalties accrued liabilities or obligations under the Assumed Contracts that have not been paid or satisfied in full as of the Closing Date; (im) liabilities or obligations of Sellers attributable to the purchased Assets or the Business periods prior to Closing with respect to any Pre-Closing Period or (ii) imposed on Seller or any and all matters pertaining to the medical staffs of its Affiliatesthe Facilities, including, without limitation, those relating to credentialing and peer review processes and determinations; (iiin) any liabilities or obligations related obligation of Sellers in respect of any credit balance accounts maintained by Sellers or to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating refund amounts previously collected to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities patient or obligations arising out of operations third party payor for periods prior to the Closing Date, and /or ; (o) liabilities or obligations to make any payments to the states in which the Facilities are located under applicable escheat laws relating to any real property owned, leased, occupied or controlled assets held by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims Sellers for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs periods prior to the Closing Date, including specifically all losses caused by or arising out ; and (p) liabilities and obligations of Sellers in respect of any alleged designassessments pertaining to, manufactureor to make any other payments to, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueState patient compensation fund.

Excluded Liabilities. Notwithstanding anything contained herein to Except as expressly set forth in Section 2.5 --------------------- hereof, the contrary, Buyer does not assume and shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknownLiabilities of the Sellers. Without limiting the foregoing in any manner, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or Assumed Liabilities do not include any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following Liabilities and obligations of the Sellers, and liabilities of Seller the Sellers will promptly pay and its Affiliates (such obligations perform and liabilities not assumed hereunder, hold the “Excluded Liabilities”):Buyer harmless from and against: (iA) any liabilities Liability or obligations obligation relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (ivB) any liabilities Liability or obligations arising out obligation of or relating to indebtedness of Seller the Sellers or any of its Affiliates; (v) their Affiliates in respect of any liabilities Taxes or obligations arising out of any reporting requirement or estimated Tax payable with respect thereto relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities events or obligations arising out of operations transactions occurring on or prior to the Closing Date, and /or relating to or any real Liability for any property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims taxes for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to tax year that includes the Closing Date, including specifically all losses caused by involving the Sellers or arising out any of their Affiliates, the Business or the Acquired Assets, the transactions contemplated hereby, in whole or in part, or relating to the inclusion of any alleged designAffiliate of the Seller in a consolidated tax group or tax sharing arrangement with the Sellers or their Affiliates; (C) any Liability, manufactureclaim or obligation relating to any Legal Proceeding arising from or relating to the Business, assemblythe Acquired Assets, installationthe Inventory or other events or conditions occurring or existing prior to or on the Closing Date (including any warranty claim); (D) any Liability to any Employee or independent contractor or subcontractor of the Sellers or any other Person for termination pay or pension or other obligation in connection with the transactions that are the subject of this Agreement or otherwise, use or sale for termination pay or pension or other obligations to former Employees or independent contractors or subcontractors of the Sellers or any products manufactured by other Person or otherwise pertaining to the Factory Acquired Assets and attributable to employment or the Business services provided prior to the Closing Date, whether Closing; (E) any Liability of Sellers for accounts payable due or owed by the commencement Sellers or any of their respective Affiliates; (F) any related litigation, arbitration, investigation, proceeding Liability relating to the Excluded Agreements or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation operations of Seller promptly when duethe Sellers not strictly relating to the operation of the Business.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary in Section 2.03, Buyer it is understood and agreed that the Seller shall not assumeassign and the Purchaser shall not, or cause pursuant to be assumedthis Agreement, or be deemed to have assumed or caused to have assumed assume or be liable for any Excluded Liabilities that the Seller has or responsible for may have now or in the future, including the following: (a) any liabilities and obligations of the Seller arising under this Agreement or any of the Ancillary Documents; (b) any liabilities or obligations (whether known of the Seller arising under or unknownin connection with any Employee Plan or any liability or obligation of the Seller relating to salaries, fixedwages, absolutebonuses, maturedvacation or severance pay or other compensation, unmaturedpayments or benefits earned, accrued or contingent, now existing arising through the end of the Closing Date; (c) any liabilities or arising after obligations of the date hereofSeller under any Contracts relating to the Excluded Assets or under any Excluded Contracts; (d) any legal and accounting fees and expenses incurred by the Seller in connection with the consummation of Seller or any of its Affiliates (other than the liabilities expressly assumed in transactions contemplated by this Agreement, except as provided in the Master Purchase Agreement; (e) includingany Tax liabilities and obligations of the Seller with respect to the Business for any taxable period (or portion thereof) ending on or before the Closing Date; (f) any indebtedness of the Seller for borrowed money; (g) any liability or indebtedness of the Seller for contingent liabilities or liabilities in respect of any injury to any Person or property; (h) any liabilities or obligations of the Seller resulting from violations of any Laws (including any Laws relating to Taxes, but not limited toimmigration, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunderemployment or labor matters, the “Excluded Liabilities”):or environmental matters); (i) any liabilities or obligations relating of the Seller attributable to any current an act, omission or former employee circumstances that occurred or independent contractor of Seller or any of its Affiliates existed prior to the Closing Date, other than the Assumed Liabilities; (whether or not such employee is hired by Buyer following the Closingj) all liabilities and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (ivk) all obligations of the Seller with respect to any lawsuits, judgments, claims or demands of any nature existing on or prior to the Closing Date that are not listed on Schedule 2.03(c) or otherwise described in Section 2.03(c); (l) any liabilities or obligations arising out imposed on the seller of or loans under the Servicing Agreements with respect to Mortgage Loans other than GSE Mortgage Loans, including, without limitation, any repurchase obligations for breaches of loan level representations, any indemnities relating to indebtedness of Seller origination activities or securities laws or any of its Affiliatesseller indemnity; (vm) any claim against or liability of the FDIC in its capacity as receiver for the Failed Thrift or the FDIC as receiver for IndyMac Federal that, under and in accordance with applicable Law, was, is or will be subject to the receivership administrative claims processes administered by the FDIC in its capacity as receiver for the Failed Thrift or the FDIC as receiver for IndyMac Federal pursuant to 12 U.S.C. §1821(d)(3) through (13), including claims and liabilities that are affirmative or obligations defensive, now existing or arising out in the future, contingent or fixed, monetary or non-monetary, equitable or legal, or declarative or injunctive; (n) any claim against or liability based on any alleged act or omission of the Failed Thrift or relating to any contract IndyMac Federal which is not an Assigned Contract; provable or allowable, or is otherwise barred against the FDIC as receiver for the Failed Thrift or the FDIC as receiver for IndyMac Federal under applicable Law, including claims and liabilities that are barred under 12 U.S.C. §§1821(c), (vid), (e) other than in connection with the operation of the Business after the Closing Date(including §1821(e)(3)), any liabilities (i), or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied (j); 00 X.X.X. §0000; 00 X.X.X. §0000; or controlled by Seller; (vii) any Seller Transaction Expenses12 U.S.C. §1825; and (viiio) any stand-alone insurance and indemnity agreements or similar agreements between the Failed Thrift or IndyMac Federal and any Bond Insurer with respect to any Securitization Transaction and all liabilities or and obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duethereunder.

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Buyer Purchaser shall not assume, or cause to be assumed, assume or be deemed obligated to have assumed pay, perform or caused to have assumed or be liable or responsible for any otherwise discharge the following liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (ia) Any liabilities or obligations of TOPIII or Seller in respect of the Excluded Assets or other assets of TOPIII or Seller which are not part of the Assets. (b) Except as provided in Section 5.6 “Taxes, Prorations and Closing Costs,” any liabilities or obligations relating in respect of Taxes attributable to any current the use, ownership, operation or former employee maintenance of the Assets for taxable periods, or independent contractor portions thereof, ending after the Initial Closing Date and on or before the Closing Date. (c) Any liabilities or obligations of Seller or TOPIII accruing under any of its Affiliates the Assigned Contracts prior to the Closing Date. (whether d) Any and all asserted or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any unasserted liabilities or obligations to Third Parties (including Seller’s Employees) or Affiliates of Seller or TOPIII for personal injury or tort or under contract, or similar causes of action arising out of the use, ownership, operation or relating maintenance of the Assets by Seller or TOPIII or their respective Affiliates on or after the Initial Closing Date and prior to any employee-the Closing Date. (e) Any fines, penalties or costs imposed by a Governmental Authority resulting from (i) an investigation, proceeding, request for information or inspection before or by a Governmental Authority regarding acts of Seller, TOPIII or their respective Affiliates which occurred on or after the Initial Closing Date and prior to the Closing Date, or (ii) illegal acts, willful misconduct or gross negligence of Seller, TOPIII or their respective Affiliates which occurred on or after the Initial Closing Date. (f) Any payment obligations of Seller, TOPIII or their respective Affiliates for goods purchased or delivered, or services rendered prior to the Closing Date, including but not limited to, rental payments payable by Seller, TOPIII or their respective Affiliates pursuant to the leases of real property or personal property. (g) Any liability, obligation or responsibility under or related matterto Environmental Laws or the common law, employee-related payment obligationwhether such liability or obligation or responsibility is known or unknown, collective bargaining contractcontingent or accrued, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation loss of the Purchase; life, injury to persons or property or damage to natural resources (ii) any Taxeswhether or not such loss, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by damage arose or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due.was

Excluded Liabilities. Buyer will not assume or have any responsibility with respect to any Liability of Seller not specifically included within the definition of Assumed Liabilities (such liabilities and obligations not being assumed being herein called the "Excluded Liabilities"). Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement or any disclosure contained in the Disclosure Schedules, Buyer none of the following shall not assume, or cause to be assumed, constitute or be deemed to have assumed be Assumed Liabilities for purposes of this Agreement, but shall instead constitute Excluded Liabilities: (i) any Liability of Seller in respect of any (A) accounts payable or caused accrued expenses of Seller attributable to have assumed any period (or be liable portion thereof) ending on or responsible before the Closing (irrespective of whether any invoice, statement or xxxx for any liabilities such amounts is received by Seller or obligations (whether known Buyer or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising due after the date hereofClosing) in an amount in excess of the aggregate amount of accounts payable and accrued expenses set forth in the Estimated Net Working Capital Statement, (B) Seller's compensation and benefits for its employees, including wages, incentives, commissions, bonuses, vacation pay, paid days off, pension and retirement through the Closing Date and all prior calendar years, (C) amounts payable by Seller to any employee that is not a Transferred Employee or employee of Seller accruing as a result of the execution and delivery of this Agreement or the performance of the transactions contemplated hereby, (D) any bank or third party debt, (E) any tort or violation of law committed by Seller or any of its Affiliates directors, officers, employees or agents (other than including any noncompliance with any federal, state or local law respecting employment or employment practices, terms and conditions), (F) any breach of any representation, warranty or covenant occurring prior to the liabilities expressly assumed Closing under any agreement, license or lease included in this Agreementthe Acquired Assets, (G) includingany litigation, but not limited toclaim, cause of action, suit, investigation or proceeding pending or asserted against Seller, or accruing or occurring, before the following obligations Closing (including any claim of wrongful discharge, claim of employment discrimination or claim of sexual harassment pending or asserted against Seller, or accruing or occurring, before the Closing), and liabilities (H) any actual or threatened demand, suit, action or proceeding which involves a claim of infringement or misappropriation of any Intellectual Property right (including without limitation patent, copyright, trade xxxx, and trade secret rights) of any third party, (ii) any Liability of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, for unpaid Taxes for periods prior to the “Excluded Liabilities”):Closing, (iiii) any liabilities or obligations relating to any current or former employee or independent contractor Liability of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations for income Taxes arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets;transactions contemplated hereby, (iv) any liabilities obligation of Seller to indemnify any Person by reason of the fact that such Person was a director, officer, employee or obligations arising out of or relating to indebtedness agent of Seller or was serving at the request of Seller as a partner, trustee, director, officer, employee or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such indemnification is pursuant to any of its Affiliates;statute, charter document, bylaw, agreement or otherwise), and (v) any liabilities or obligations arising out Liability of or relating to any contract which is not an Assigned Contract; (vi) other than Seller for costs and expenses incurred in connection with this Agreement and the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duetransactions contemplated hereby.

Excluded Liabilities. Notwithstanding anything contained herein to Except for the contraryAssumed Liabilities, Buyer SEARHC shall not assumeassume or become liable for or obligated in any way with respect to, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be and the City shall retain and remain solely liable or responsible for any liabilities or obligations obligation to pay, perform, and discharge, all Liabilities of the City, regardless of when asserted (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):), including: (a) Any Liabilities of the City or the Hospital arising under (i) any liabilities the Assumed Contracts (to the extent arising on or obligations before the Effective Time) and (ii) the Excluded Contracts; for the avoidance of doubt, all Liabilities associated with the Cerner System are Excluded Liabilities; (b) Any Liabilities of the City or the Hospital arising from or relating to the Real Property, other than the Real Property Leases; (c) Any Liabilities of the City or the Hospital by reason of any current failure to comply with the rules and regulations of any Government Reimbursement Program; (d) Any Liabilities of the City or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations Hospital arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result violation of or in connection with the consummation of the Purchaseapplicable Law; (iie) any Taxes, interest, and penalties (i) attributable to Liabilities of the purchased Assets City or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations Hospital arising out of or relating to any contract which is not an Assigned ContractEmployee Benefit Plan of any nature whatsoever maintained or contributed to by the City or the Hospital or each of their respective Affiliates for the benefit of its or their employees (including under the PERS Plans); (vif) any Liabilities of the City or the Hospital for any present (i.e. on the Execution Date or the Closing Date) or former employees, retirees, independent contractors or consultants of the City or the Hospital, including any Liabilities associated with any claims for wages, compensation or other than in connection benefits, bonuses, commissions, paid time off, workers’ compensation, severance, retention, termination, damages, statutory penalties, attorneys’ fees and costs, or any other payments, to the extent arising out of or relating to the employment, retention or termination of employment or services of such Persons (including any Liabilities associated with the City’s or the Hospital’s use, or provision of, contract labor) or any other facts, circumstances or conditions existing on or prior to the Effective Time; (g) Liabilities for Taxes, including (i) any Taxes arising as a result of the operation of the Business after or the Closing Date, any liabilities ownership of the Acquired Assets or obligations arising out of operations the Hospital prior to the Closing Date, Effective Time; (ii) any Taxes that may arise as a result of the transfer and /or relating conveyance of the Acquired Assets pursuant to this Agreement; and (iii) any real property owned, leased, occupied or controlled by Sellerdeferred Taxes of any nature; (viih) Both (i) Agency Settlements, and (ii) Liabilities to Government Reimbursement Programs for overpayments and other financial obligations arising from adjustments or reductions in reimbursement attributable to events, transactions, circumstances or conditions occurring or existing (whether known or unknown) prior to the Effective Time (“Settlement Payments”). For the avoidance of doubt, the Parties acknowledge that SEARHC does not assume any Seller Transaction ExpensesLiabilities associated with Settlement Payments or Agency Settlements; (i) Any accounts payable with respect to the Business or the Hospital, whether or not reflected on the City’s or the Hospital’s books, as of the Closing Date or arising thereafter from the operation of the Business or the Hospital prior to the Effective Time (“Accounts Payable”); (j) With respect to any retrospective settlement of any cost report for an amount less than such original cost report relating to a period ending prior to the Effective Time, all obligations of the City or the Hospital now existing or which may hereafter exist with respect to any payment or reimbursement owed by the City or the Hospital to any Government Reimbursement Program or other payor which is attributable to any period of time ending on or prior to the Effective Time; (k) The aggregate Excess PTO Liability; (l) The City’s or the Hospital’s expenses relating to this Agreement; and (viiim) any liabilities or obligations arising from product All professional liability claims or other claims for which the injury acts or loss giving rise thereto (not just the delivery omissions of the notice of such claims) occurs prior to City, the Closing DateHospital, including specifically all losses caused by its employees or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duecontractors.

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Buyer shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties Taxes (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any liabilities or obligations related to the Business not expressly assumed hereunder or any other litigation, arbitration, investigation, proceeding or claim pertaining to or affecting the Business or the purchased Assets, to the extent based on a cause of action arising prior to the Closing Date, whether the commencement of such litigation, arbitration, investigation, proceeding or claim is before or after the Closing Date; (viii) any Seller Transaction Expenses; and (viiiix) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due.Date

Excluded Liabilities. Notwithstanding anything contained herein to any other provisions of this Agreement and the contraryAncillary Agreements, except for the Assumed Liabilities expressly specified in Section 2.3, Buyer shall not assume, or cause to otherwise be assumedresponsible for, any Liabilities of Seller or its affiliates, whether liquidated or unliquidated, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixedwhether arising out of occurrences prior to, absolute, matured, unmatured, accrued at or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates hereof (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):), which Excluded Liabilities include, without limitation: (a) except as specifically provided in Section 5.5, any Liability to or in respect of any employees or former employees of Seller or its affiliates, including, (i) any liabilities claim or obligations relating to any demand of a current or former employee relating to or independent contractor arising as a result of employment, termination thereof, or an employment agreement, whether or not written, between Seller or its affiliates and any Person, including, for this purpose, with respect to any Person claiming entitlements or benefits on the basis of a claimed employer-employee relationship between Seller and such Person, (ii) any Liability under any Benefit Arrangement at any time maintained, contributed to or required to be contributed to by or with respect to Seller or its affiliates or under which Seller or its affiliates may incur Liability, or any contributions, benefits or Liabilities therefor, or any Liabilities with respect to Seller’s or its affiliates’ withdrawal or partial withdrawal from or termination of any Benefit Arrangement, (iii) any Liability under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), (iv) any Liability of Seller or its affiliates under the WARN Act, and any similar state, local U.S. or non-U.S. law or regulation, (v) except as set forth in Section 2.3, any Liability of Seller or its Affiliates affiliates for payroll obligations and/or severance and/or paid time and/or mandatory or customary payment and/or expense accounts and/or benefit and/or entitlement for employees of Seller or its affiliates, and (whether vi) any claim of an unfair labor practice, or not such employee any claim under any state unemployment compensation or worker’s compensation law or regulation or under any federal, state or non-U.S. employment discrimination law or regulation, which shall have been asserted on or prior to the Closing Date or is hired by based on acts or omissions which occurred on or prior to the Closing Date; (b) any Liability for Taxes of Seller (including Seller’s Liability for Taxes of another Person under Treasury Regulations Section 1.1502-6 or any corresponding provision of state, local or foreign tax law), other than Transfer Taxes and Property Taxes that are specifically allocated to Buyer following the Closingpursuant to Section 2.10 and Section 5.7(b); (c) and labor matters relating any Liability of Seller arising out of or related to any such current Action asserted on or former employee prior to the Closing Date against Seller, or independent contractor including against or in respect of any liabilities Asset, or obligations the basis of which shall have arisen on or prior to the Closing Date; (d) any Liability of any Subsidiary owed to Seller; (e) any Liability of Seller arising out of or relating to any employee-related matterthe ownership, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option operation or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation possession of the Purchase; (ii) Assets prior to Closing, including without limitation any Taxesclaims, interestobligations, and penalties (i) attributable to the purchased Assets rebates or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations litigation arising out of or relating to indebtedness events or conditions occurring prior to Closing or Products sold by Seller prior to Closing; (f) any Liability of Seller that arises out of or relates to any Excluded Asset; (g) any Liability to the extent arising from or as a result of the conduct of the Retained Business by Seller or any of its AffiliatesSubsidiaries or affiliates; (vh) any liabilities Indebtedness of Seller, or obligations arising out any of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, its Subsidiaries and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expensesaffiliates; and (viiii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueunder or with respect to any Contract of Seller other than an Assumed Contracts.

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Buyer The parties hereto agree that Purchaser shall not assume, pay, discharge, become liable for or perform when due, and Seller shall not cause Purchaser so to assume, pay, discharge, become liable for or perform, any liabilities (contingent or otherwise), debts, contracts, commitments and other obligations of Seller of any nature whatsoever except the Assumed Liabilities (the "Excluded Liabilities"). Without limiting the foregoing, Purchaser shall not assume, pay or discharge, and shall not be assumedliable for, any liability, commitment or expense of Seller as a result of or arising from any of the following: (a) Seller's obligations and any liabilities arising under this Agreement; (b) the Convertible Notes (including accrued interest thereon), stock option accruals and employee interest; (c) commissions, payroll and payroll taxes, and health insurance relating to Seller's employment of its employees; (d) any obligation of Seller for federal, state, local or foreign tax liability (including interest, penalties or additions to tax relating thereto) arising from the operation of the Business up to the Closing Date or arising out of the sale by Seller of the Assets pursuant hereto; (e) Seller's Transaction Costs; (f) any liability or obligation to any employee or former employee of Seller or to any third party, under any pension, insurance, bonus, profit-sharing or other employee benefit plan or arrangement (whether written, oral or otherwise) or any obligation relating to salaries, bonuses, vacation (except as specifically assumed pursuant to Section 2.3) or severance pay, including, without limitation, any liability or obligation related to Seller's retention/severance program, or be deemed to have assumed any obligation under any statute, rule or caused to have assumed regulation, including, without limitation, ERISA; (g) any liability, contract, commitment or be liable or responsible for any liabilities or obligations (whether other obligation of Seller, known or unknown, fixed, absolute, matured, unmatured, accrued fixed or contingent, now existing the existence of which constitutes or arising after the date hereof) will constitute a breach of any representation or warranty of Seller contained in or any of its Affiliates (other than the liabilities expressly assumed in made pursuant to this Agreement) including, but Agreement or which Purchaser is not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed assuming hereunder, the “Excluded Liabilities”):; (ih) any liabilities or obligations relating to any current or former employee or independent contractor of Seller under any contracts or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters agreements relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (ivi) any violation by Seller of any law or governmental regulation; (j) FICA and other employee withholding taxes incurred (i) on or prior to the Closing Date and (ii) after the Closing Date with respect to all employees who are not Retained Employees; (k) except with respect to the Accounts Receivable Note (as provided in and defined on Schedule 2.3(b)), liabilities and obligations of Seller for borrowed money and guarantees of borrowed money or obligations arising letters of credit; (l) other than the Assumed Liabilities, any product liability or similar claim for injury to person or property, regardless of when made or asserted, which arises out of or relating is based upon any express or implied representation, warranty, agreement or guarantee made by Seller, or alleged to indebtedness of Seller have been made by Seller, or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than imposed or asserted to be imposed by operation of law, in connection with the operation any service performed or product sold or leased by or on behalf of the Business after the Closing Date, any liabilities Seller on or obligations arising out of operations prior to the Closing Date, and /or including, without limitation, any claim relating to any real property ownedproduct delivered in connection with the performance of such service and any claim seeking recovery for consequential damages, leased, occupied lost revenue or controlled by Seller; (vii) any Seller Transaction Expenseslost profit; and (viiim) any liabilities liability or obligations arising from product liability claims for which obligation, other than the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing DateAssumed Liabilities, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale the conduct of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement including, without limitation, liabilities and obligations arising out of any related litigation, arbitration, investigation, proceeding or claim occurs before or after transactions entered into prior to the Closing Date (including, without limitation, liabilities or obligations arising out of any breach by Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly any provision of any agreement, contract, commitment or lease included in the Assets, including but not limited to liabilities or obligations arising out of Seller's failure to perform any agreement, contract, commitment or lease in accordance with its terms prior to the Closing), any action or inaction prior to the Closing Date or any state of facts existing prior to the Closing Date (regardless of when dueasserted) not expressly assumed by Purchaser pursuant to this Agreement.

Excluded Liabilities. Notwithstanding anything contained herein Except for the Assumed Liabilities, Purchaser will not assume and will not be responsible to the contrarypay, Buyer shall not assumeperform, satisfy, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or discharge when due any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness Liabilities of Seller or any of its Affiliates, whether such Liabilities arise or are asserted before, at, or after the Closing (collectively, the “Excluded Liabilities”), and all such Excluded Liabilities will remain the exclusive responsibility of Seller or its applicable Affiliates:‌ (i) all Liabilities that have arisen or may arise with respect to: (A) any employee benefit plan, employment agreement, or other arrangement of Seller, any Affiliate of Seller or any of their respective ERISA Affiliates providing any type of compensation to any former or current employee of Seller, any Affiliate of Seller, or any of their respective ERISA Affiliates, including any obligation or Liability for providing continuation coverage under and complying with Section 4980B of the Code, Sections 601 through 608 of ERISA, and any applicable state Law of similar intent with respect to any individual who either prior to, on or after the Closing Date was covered under any group health plan contributed to or maintained by Seller, any Affiliate of Seller, or any of their respective ERISA Affiliates, or who will otherwise be an “M&A Qualified Beneficiary” (as such phrase is defined in Treasury Regulation Section 54.4980B-9, Q&A-4) in connection with the transactions contemplated by this Agreement; and (B) any current or former employee, independent contractor, or consultant of Seller, any Affiliate of Seller, or any of their respective ERISA Affiliates; (ii) all Liabilities of Seller and any of its Affiliates relating to, resulting from, or arising out of the Project Contracts or Project Real Property Agreements not expressly assumed by Purchaser pursuant to Section 2.1.3, and all Liabilities relating to, resulting from, or arising out of Contracts relating to the Project, the Project Assets, or the Project Site which are not Project Contracts or Project Real Property Agreements; (iii) all Liabilities of Seller and any of its Affiliates under the Project Permits (other than Purchaser Permits) not expressly assumed by Purchaser pursuant to Section 2.1.3, and all Liabilities under Permits relating to the Project, the Project Assets, or the Project Site which are not Project Permits; (iv) all Liabilities arising or accruing on, prior to, or after the Closing relating to Construction Costs; (v) any liabilities or obligations arising out all Pre-Closing Taxes and Seller Income Taxes with respect to the transfer of or relating the Project Assets pursuant to any contract which is not an Assigned Contractthis Agreement; (vi) other than all Liabilities in connection with the operation of the Business after the Closing Dateany way relating to, any liabilities resulting from, or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller;Excluded Assets; and (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing DateLiability relating to, including specifically all losses caused by resulting from, or arising out of any alleged designportion of the Project Assets with respect to which Project Substantial Completion has not occurred, manufacture, assembly, installation, use or sale of any products manufactured by unless and until the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim Final Completion Date occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duewith respect thereto.

Excluded Liabilities. Notwithstanding anything contained herein any provision in this Agreement or any other writing to the contrary, Buyer the Buyers are assuming only the Assumed Liabilities and shall not assume, or cause to be assumed, assume or be deemed obligated to have assumed pay, perform or caused to have assumed otherwise discharge any other liability or be liable or responsible for obligation of any of the Selling Parties, whether any such liabilities or obligations (whether are absolute or contingent, liquidated or unliquidated, known or unknown, fixed, absolute, matured, unmatured, accrued due or contingent, now existing to become due or arising after the date hereof) otherwise and regardless of Seller when or any of its Affiliates by whom asserted (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):). The applicable Selling Parties shall remain liable for all Excluded Liabilities. Without limiting the generality of the foregoing and for the avoidance of doubt, Excluded Liabilities include the following: (a) any liability or obligation resulting from or arising out of the conduct of any business of the Sellers other than the Business; (b) any liability or obligation related or connected to or arising from the purchase, ownership, possession, use, sale or operation of Excluded Assets; (c) any liability or obligation resulting from or arising out of the conduct of the Business, the employment of any individual (whether or not a Transferred Employee) or any Purchased Asset arising prior to the Effective Time, including amounts due to payors for overpayments actually received prior to the Effective Time; (d) all liabilities and obligations relating to the provision of any goods or services reimbursed or reimbursable by Medicare or Medicaid arising, existing, accruing or in any manner attributable to the period prior to the Effective Time; (e) all refunds payable and all other liabilities resulting from overpayments arising, existing, accruing or in any matter attributable to the period prior to the Effective Time; (f) all amounts allocated to the Sellers under Section 1.08 and all Transfer Taxes allocated to the Sellers pursuant to Section 7.02; (g) all accounts payable arising prior to the Effective Time with respect to the Business or the Purchased Assets (the “Accounts Payable”); (i) any liabilities liability or obligations relating obligation for Taxes with respect to any current the Business or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) Purchased Assets related to a Pre-Closing Tax Period, and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxesliability or obligation for Taxes of any Seller, interestor any member of any consolidated, and penalties affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (iif any) attributable to the purchased Assets transactions, occurring on or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, pursuant to this Agreement; provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and /or relating to any real property ownedApportioned Obligations shall be allocated and paid in the manner set forth in Section 7.02 and Section 1.08(b), leased, occupied or controlled by Sellerrespectively; (viii) all liabilities and obligations relating to or arising with respect to any Seller Transaction Expensesindividual employed by or acting as an independent contractor with respect to the Business (whether by any Selling Party or any of their Affiliates, and whether or not a Business Employee) or any Employee Plan, that arise, exist, accrue or are attributable to the period ending as of or prior to the Effective Time, including any liability relating to the termination of such employment or independent contractor relationship prior to the Effective Time, whether or not such individual becomes a Transferred Employee, other than or as of the Effective Time, other than any liability or obligation expressly assumed by the Buyers pursuant to Section 1.03(f) and Article 8; (j) all Environmental Liabilities arising during, accruing during, or that are attributable to the period prior to the Effective Time or that otherwise exist as of the Effective Time; and (viiik) all other liabilities and obligations (other than any liabilities Assumed Liabilities) of any kind, fixed or obligations arising contingent, known or unknown, resulting from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged designthe conduct of the Business, manufacturethe use, assembly, installation, non-use or sale ownership (whether by leasehold or fee) of any products manufactured by the Factory Purchased Assets, or the operation of the Business or the Facilities to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to the Closing Date, whether Effective Time or that otherwise exist as of the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueEffective Time.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement or in any Transaction Document, Buyer shall and regardless of whether such liability is disclosed in this Agreement, in any of the Transaction Documents or on any Schedule or Exhibit hereto or thereto other than the New LLC Assumed Liabilities (as defined in this Section below), the New LLC will not assume, agree to pay, perform and discharge or cause to in any way be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any debts, liabilities or obligations (whether known of the Business, Seller, Shareholders or unknownany of their respective Affiliates of any kind or nature whatsoever, fixedarising out of, absoluterelating to, maturedresulting from, unmaturedor caused by any transaction, accrued status, event, condition, occurrence or contingentsituation relating to, now existing arising out of or arising after in connection with the date hereof) of Business, the Assets, Seller or any of its Affiliates (other than Shareholder existing, arising or occurring on or prior to the liabilities expressly assumed in this Agreement) Closing Date, including, but not limited towithout limitation, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of arising from the Excluded Assets (the “Excluded Liabilities”). Notwithstanding the foregoing, Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interestwill contribute into New LLC, and penalties New LLC will assume and thereafter pay and fully satisfy when due, all liabilities and obligations: (ia) attributable which arose prior to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on New LLC Asset Transfer and represent normal and current trade payables incurred by Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business in the ordinary course of business, consistent with past custom and practice (and which are not delinquent), including, without limitation, those specifically set forth on Schedule 1.4(a) (“Accounts Payable”); (b) the other accrued liabilities of Seller which have been incurred in the ordinary course of business, consistent with past custom and practice and which are specifically set forth on Schedule 1.4(b) (“Accrued Liabilities”); and (c) first arising after the Closing Date, New LLC Asset Transfer under any liabilities Assumed Contract (except for any liability or obligations obligation arising out from any breach or failure to perform under any of operations the foregoing prior to the Closing Date) (all such liabilities and obligations to be so contributed into, and /or relating assumed by, the New LLC being collectively referred to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which herein as the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due“New LLC Assumed Liabilities”).

Excluded Liabilities. Notwithstanding anything contained herein (other than Clause 4.3) in this Asset Purchase Agreement to the contrary, Buyer the Purchaser is assuming only the Assumed Liabilities and is not assuming any other Liability of Novartis or any of its Affiliates, and Novartis and/or its Affiliates shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or retain and remain responsible for and pay, perform and discharge any liabilities and all Liabilities of Novartis and/or its Affiliates, whether arising prior to, on or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereofClosing Date (collectively, the “Excluded Liabilities”), including the following: (a) any and all Liabilities, whether arising prior to, on or after the Closing Date within or without the Territory, from any patent or trademark infringement claim, action, lawsuit or other investigation or proceeding brought by any Third Party prior to, on or after the Closing Date relating to the Product or the Drug Substance sold by or on behalf of Seller Novartis or any of its Affiliates (other than or its Third Party collaborators) prior to the liabilities expressly assumed in this AgreementClosing Date; (b) includingany and all Liabilities, but not limited whether arising prior to, on or after the following obligations Closing Date, arising under Permitted Encumbrances; (c) any and liabilities all Liabilities, whether arising prior to, on or after the Closing Date, arising under the Third Party Agreements to the extent such Liabilities arise out of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities actions or obligations relating events arising or occurring on or prior to any current the Closing Date, or former employee (ii) a breach or independent contractor of Seller default by Novartis or any of its Affiliates (whether or not such employee is hired by Buyer following prior to the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the PurchaseClosing Date; (iid) any Taxesand all Liabilities, interestwhether arising prior to, and penalties (i) attributable to on or after the purchased Assets or the Business with respect Closing Date, related to any Pre-Closing Period or (ii) imposed on Seller accounts payable of Novartis or any of its Affiliates; (iiie) any liabilities and all Liabilities, whether arising prior to, on or obligations related after the Closing Date, arising out of any action, suit, investigation or proceeding to the Excluded extent relating to or arising out of actions or events arising or occurring prior to the Closing Date relating to the Product, the Business or the Transferred Assets; (ivf) any liabilities and all Liabilities, whether arising prior to, on or obligations arising out after the Closing Date, under the employee benefits or compensation arrangements of or relating to indebtedness of Seller Novartis or any of its Affiliates; (vg) any liabilities and all Liabilities, whether arising prior to, on or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, to the extent relating to any liabilities Excluded Asset; (h) any and all Liabilities, whether arising prior to, on or obligations after the Closing Date for taxes of Novartis and any of its Affiliates; (i) any and all Liabilities arising out of operations the supply by Novartis and/or any of its Affiliates to the Purchaser or any of its Affiliates of the Product and/or Drug Substance to the extent Novartis or any of its Affiliates is responsible for such Liabilities pursuant to the terms of the Supply Agreement; (j) any other Liabilities to the extent related to the Business or Transferred Assets arising from the conduct of the Business by Novartis or any of its Affiliates on or prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (viik) any Seller Transaction Expensesand all Liabilities arising out of the Amended and Restated Asset Purchase Agreement dated as of March 17, 2003 among Pfizer Inc., Novartis International Pharmaceuticals Ltd and NPHAG as amended; and (viiil) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically and all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing DateLiabilities, whether the commencement of any related litigationarising prior to, arbitration, investigation, proceeding or claim occurs before on or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duewithin or without the Territory, from or relating to sales, marketing or price reporting practices prior to the Closing Date either to private price reporting services or to any Governmental Entity.

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Neither Buyer nor any Buyer Designee shall not assume, or cause to be assumed, assume or be deemed obligated to have assumed pay, perform or caused to have assumed otherwise assume or be liable or responsible for discharge any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; , whether direct or indirect, known or unknown, absolute or contingent, except for the Assumed Liabilities (v) all of such liabilities and obligations not so assumed being referred to herein as the “Excluded Liabilities”). For the avoidance of doubt, the parties agree that the Excluded Liabilities include, but are not limited to, any and all liabilities or obligations arising out of set forth or relating described in paragraphs (a) through (j) below, whether or not any such liability or obligation has a value for accounting purpose or is carried or reflected on or specifically referred to any contract which is not an Assigned Contract;in Seller’s books or financial statements: (via) other than Any liability or obligation that arises from, or in connection with with, the operation or the conduct of the Seller Business after or the Closing Date, any liabilities ownership of the Purchased Assets on or obligations arising out of operations prior to the Closing Date, and /or relating ; b) Any Excluded Taxes; c) Any Environmental Liabilities; d) Any liability or obligation arising out of or related to any real property owned, leased, occupied Excluded Asset; e) Any indebtedness for borrowed money or controlled by guarantees thereof of Seller or intercompany obligations of Seller; f) Except as set forth in Section 5.4(c), any liability or obligation relating to or arising out of (viii) the employment and/or any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice termination of such claims) occurs prior to employment by Seller of any employee or former employee of Seller on or before the Closing Date, including specifically any and all losses caused by liability or arising out obligation relating to wages, remuneration, compensation, unreimbursed expenses, benefits, severance, pensions, sabbatical, vacation, personal days, floating holidays or other paid-time-off, working time related benefits, time savings accounts, end of career indemnities, 13th month payment or similar, anniversary bonus, early retirement, reconciliation of interests, social plans, works council negotiation procedure, social security and related costs (together, the “Employment-Related Liabilities”) of the employees or former employees of the Seller that are accrued or in the course of accrual or relate to periods prior to and on the Closing Date or that relate on a prorate temporis basis to the period prior and including the Closing Date; (ii) any alleged designemployee’s or former employee’s or his/her dependents’ rights or obligations under any fringe benefit of employment with Seller, manufacture, assembly, installation, use including any Benefit Plan; (iii) any retention payments owed to Business Employees pursuant to arrangements entered into on or sale of any products manufactured by the Factory or the Business prior to the Closing DateDate by Seller; and/or (iv) the employment or the termination of employment (whether before, whether on or after Closing) or the commencement transfer by operation of Law, in each case as a result of the transaction contemplated by this Agreement, of any related litigationperson who is not a Transferred Employee but who claims or is deemed to transfer to the Buyer or any Buyer Designee by operation of Law, arbitrationincluding, investigationwithout limitation, proceeding liabilities and obligations and Losses arising from, or claim occurs before connected with, any Employment-Related Liabilities; g) Any liability and obligation which arises out of or after relates to any breach, default or violation by Seller or its Affiliates of the Contracts, Licenses and Governmental Permits occurring on or prior to the Closing Date or which arises out of violation of applicable Law, in each case by Seller shall satisfy all Excluded Liabilities that are an or its Affiliates; h) Any liability or obligation in connection with, or relating to, any actions, suits, claims or proceedings against Seller which arise out of, accrue, or relate to (i) the operation or conduct of the Seller Business or (ii) the ownership of the Purchased Assets in each case on or before the Closing Date; i) Any benefit liability or obligation relating to or arising in connection with Section 4980B of the Code (COBRA) or otherwise by operation of applicable Law to provide continuation of health care coverage to employees or former employees of Seller promptly when dueor their dependents arising from a qualifying event occurring on or before the Closing Date; and j) Except as set forth in Section 5.4(c), any liability or obligation arising from or relating to any Benefit Plan.

Excluded Liabilities. Notwithstanding anything contained herein to the contraryNone of Buyer, any Affiliate of Buyer or any Assignee shall not assume, or cause to be assumed, or be deemed to have assumed assume or caused become obligated hereunder in any way to have assumed pay or be liable or responsible for any liabilities or obligations perform (whether known as a successor to any Seller or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereofotherwise) any Liabilities of Seller any Sellers or any of its their respective Affiliates (of any kind or nature, known, unknown, contingent or otherwise, whether direct or indirect, matured or unmatured, other than the liabilities expressly assumed in this Agreement) includingAssumed Liabilities, but not limited to, (the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunderforegoing including the following, the “Excluded Liabilities”):) which shall include the following Liabilities: (ia) any liabilities or obligations relating to any current or former employee or independent contractor all Liabilities of the Seller or any of its Affiliates Subsidiaries arising out of the ownership of the Acquired Assets or operation of the Business or the Acquired Assets prior to the Closing Date other than Cure Costs, Other Payables, the Assumed 503(b)(9) Claims, Severance Reimbursement Obligations, and Ordered Inventory; (b) all Liabilities relating to the payment or performance of obligations arising solely out of facts or circumstances in existence prior to the Closing Date or Designation Assignment Date, as applicable, with respect to the Assigned Agreements; (c) all Liabilities arising from or related to any claim, Action, arbitration, audit, hearing, investigation, suit, litigation or other proceeding (whether civil, criminal, administrative, investigative, or not such employee is hired by Buyer following informal and whether pending or threatened or having any other status) arising out of the ClosingAssumed Liabilities, the Acquired Assets or the operation of the Business prior to the Closing Date or relating to facts, actions, omissions, circumstances or conditions existing, occurring or accruing prior to the Closing Date against any Seller or its Affiliates; (d) all Liabilities to the extent arising prior to the Closing Date or arising from or related to the operation of a Seller’s business or any of Sellers’ products or services, including any Liability relating to (i) design or manufacturing defects (whenever discovered) and labor matters (ii) warranties, product liability, safety or other Liability, in the cases of clauses (i) and (ii), relating to any such current product sold or former employee or independent contractor including manufactured by any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iiie) all Liabilities in respect of any liabilities indebtedness of any Seller or guaranty obligations related relating to the Excluded Assetsany such Indebtedness of any Seller; (ivf) all Liabilities (i) under the Employee Plans, including all Liabilities in respect of (A) any liabilities compensation earned by any Business Employee or obligations arising out of otherwise accrued or payable to or with respect to any Business Employee prior to the Closing, unless expressly assumed by Buyer pursuant to Section 9.7, and (B) any Taxes related thereto, (ii) relating to indebtedness (A) all current and former employees of Seller and Service Providers and its Subsidiaries (including the Business Employees) to the extent arising as a result of an event, action or omission that occurs prior to the Closing and (B) all current and former employees of Seller and Service Providers and its Subsidiaries who do not become Transferred Employees (except to the extent subject to the Severance Reimbursement Obligations) and (iii) those Liabilities relating to the Transferred Employees expressly retained by Seller pursuant to Section 9.7; (g) except as otherwise provided for in Section 2.3(o), all Liabilities of the Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or Subsidiaries relating to any contract which is not an Assigned Contract; (vii) other than in connection with the operation of the Business after the Closing Date, any liabilities fines or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations penalties arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs noncompliance with Environmental Laws occurring prior to the Closing Date, including specifically all losses caused by (ii) Claims for personal injury or arising out property damage related to exposure occurring prior to the Closing Date to Hazardous Substances present at, on, in, under or migrating to or from any Acquired Asset or (iii) the offsite disposal of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business Hazardous Substances occurring prior to the Closing Date; (h) any Excluded Asset-Reorganization Taxes; (i) if (A) Buyer makes the election under Section 2.12(b) to treat all the transactions described in this Article II as Designated Sale Transactions (resulting in no transfer of Sellers’ Tax attributes to Buyer), (B) such transactions do not result in a transfer of substantially all of Sellers’ Tax attributes to Buyer solely as a result of Sellers’ failure to make good faith efforts to comply with Section 9.2(a), or (C) the Internal Revenue Service successfully asserts (for which assertion there is a final determination), that none of Sellers’ Tax attributes transferred to Buyer, Excluded Asset-Sale Taxes (but in the case of clause (C) in respect of a Tax arising in any period prior to any such final determination, only to the extent Sellers actually obtain a refund or other current economic Tax reduction in respect of the applicable Taxes); provided, however, that if Buyer makes the election under Section 2.12(b) to treat all the transactions described in this Article II as Designated Sale Transactions and the Internal Revenue Service successfully asserts that a transfer of any such Tax attributes to Buyer shall have occurred notwithstanding such Buyer election, then Excluded Asset-Sale Taxes shall not be an Excluded Liability to the extent any such tax would have been reduced or eliminated had the Sellers’ Tax attributes not transferred to Buyer (taking into account Tax attributes Sellers would have had if all transactions described in Article II were Designated Sale Transactions and respected as such by the Internal Revenue Service); (j) all Liabilities with respect to any brokerage or finders’ fees or agents’ commissions or other similar payment in connection with the Transactions incurred by any Seller; (k) all Liabilities under this Agreement or any documents or instruments executed and delivered by Seller and its Affiliates pursuant to this Agreement; (l) all Liabilities relating to or arising, whether the commencement of any related litigationbefore, arbitration, investigation, proceeding or claim occurs before on or after the Closing Date or, subject to Article V, any applicable Designation Assignment Date, out of, or in connection with, the Excluded Assets; (m) all Liabilities in respect of any gift cards, gift certificates, merchandise credits, return credits, customer membership or customer loyalty discount programs, coupons, groupons or other similar credits or programs issued by, on behalf of or in relation to Sellers other than the Assumed Customer Credits; (n) all Liabilities related to or arising from, whether before, on or after the Closing Date, use by Sellers of any of the Trademarks or Business Names included in the Acquired Intellectual Property pursuant to Section 9.10; (o) except as otherwise provided in this Agreement, all Liabilities for the rejection of any Contract to which a Seller is a party; (p) the SHIP Purchase Agreement Liabilities (if the SHIP Closing shall have occurred prior to the Closing Date); (q) other than the liabilities assumed in accordance with Section 2.3(g) (Cure Costs) and 2.3(k) (Severance Reimbursement Obligations, Assumed 503(b)(9) Liabilities and Other Payables and the payment obligations with respect to the Ordered Inventory), accounts payable incurred in the Ordinary Course of Business existing on the Closing Date (including (i) invoiced amounts payable and (ii) accrued but uninvoiced accounts payable); and (r) the claims underlying the mechanics’ liens identified in Section 2 of Schedule 6.5. For the avoidance of doubt, all Taxes of any Seller shall satisfy all Excluded Liabilities that are an obligation be Assumed Liabilities, regardless of Seller promptly when duethe time and circumstances giving rise to any such Taxes, except for any Tax expressly excluded under Section 2.2(h) or Section 2.4(i).

Excluded Liabilities. Notwithstanding anything contained herein Except for the Assumed Liabilities, Buyers shall not assume and under no circumstances shall Buyers be obligated to pay or assume, and none of the assets of Buyers shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the contraryFacilities, Buyer shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued fixed or contingent, now recorded or unrecorded, currently existing or hereafter arising after or otherwise (collectively, the date hereof“Excluded Liabilities”), including, without limitation, the following Excluded Liabilities: (a) any debt, obligation, expense or liability of Seller or any of its Affiliates Sellers that is not an Assumed Liability (other than the liabilities expressly assumed in this Agreement) including, but not limited to, accounts payable, accrued salaries and accrued liabilities); (b) any liability or obligation arising out of or in connection with the following Assets and/or ownership and operation of the Facilities prior to the Effective Time, including without limitation, claims or potential claims for medical malpractice or general liability relating to acts, events, or omissions asserted to have existed or occurred prior to the Effective Time; (c) all litigation, claims, actions, proceedings, liabilities and obligations relating to, in connection with or arising out of matters described or referred to (or required to be described or referred to) on Schedule 3.13; (d) those claims and obligations (if any) specified in Schedule 1.4 hereto; (e) any liabilities or obligations associated with or arising out of Seller any of the Excluded Assets; (f) liabilities and its obligations of Sellers in respect of periods prior to the Effective Time arising under the terms of the Medicare, Medicaid, CHAMPUS/TRICARE, BlueCross, or other third party payor programs, including, without limitation, in respect of third party payors pursuant to retrospective settlements (including, without limitation, pursuant to Medicare, Medicaid and CHAMPUS/TRICARE cost reports filed or to be filed by Sellers for periods prior to the Effective Time, RAC appeals, ACOs, CINs, CJR, and all liabilities and obligations for periods prior to the Effective Time related to all Medicaid payments and programs, including, but not limited to (i) settlements or adjustments to prior Medicaid payments resulting from the State of Tennessee’s audit or other recalculation of Medicaid payments for services rendered prior to the Effective Time, (ii) DSH, (iii) charity payments, and (iv) DPP), and all appeals and appeal rights of Sellers relating to such settlements, any audit under the Medicare RAC program or any noncompliance with applicable law or contractual obligations related to the billing or collection of services, any ACOs, CINs, CJR, and any liability arising pursuant to the Medicare, Medicaid, CHAMPUS/TRICARE, BlueCross, or any other third party payor programs as a result of the consummation of any of the transactions contemplated under this Agreement; (g) federal, state or local Tax liabilities (including fines, penalties and interest on such liabilities) or obligations of Sellers or their Affiliates in respect of Taxes for periods prior to the Effective Time or resulting from the consummation of the transactions contemplated in this Agreement (provided, however, that this clause (g) shall not apply to any and all Taxes payable with respect to any employee benefits constituting Assumed Liabilities pursuant to Section 1.3(c) hereof); (h) liability for any and all claims relating to any Benefit Plan, or otherwise by or on behalf of Sellers’ or Sellers’ Affiliates’ employees, independent contractors, directors, officers, managers or agents (with respect to the Facilities or Assets) relating to periods prior to the Effective Time, including, without limitation, liability for any compensation-related payments, pension, profit sharing, deferred compensation, equity or equity-related compensation, incentive compensation, fringe benefit, tuition reimbursement, severance, termination pay, change in control or retention payments, bonuses or any other employee benefit plan of whatever kind or nature or any employee health and welfare benefit plans, liability for any unemployment compensation claim, or workers’ compensation claim, and any liabilities or obligations to former employees of Sellers or Sellers’ Affiliates (such obligations and liabilities with respect to the Facilities) or the Facilities under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), (provided, however, that this clause (h) shall not assumed hereunder, apply to the “Excluded Liabilities”):employee benefits constituting Assumed Liabilities under Section 1.3(c) hereof); (i) any liabilities obligation or obligations liability accruing, arising out of, or relating to any current federal, state or former employee local investigations of, or independent contractor of Seller claims or actions against, Sellers or any of its their Affiliates (whether with respect to the Facilities or not such employee is hired by Buyer following Assets) or any of their employees, medical staff, agents, vendors or representatives with respect to acts or omissions, events, or circumstances prior to the ClosingEffective Time; (j) and labor matters any civil or criminal obligation or liability accruing, arising out of, or relating to any such current acts or former employee omissions of Sellers, their Affiliates or, to the extent related to their services to Sellers or independent contractor including Sellers’ Affiliates, their directors, officers, employees and agents claimed to violate any constitutional provision, statute, ordinance or other law, rule, regulation or order, consent decree, continuing disclosure agreement, license, permit or other agreement of or with any Government Entity (as hereinafter defined); (k) liabilities or obligations arising out of any breach by Sellers prior to the Effective Time of any Contract; (l) liabilities or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements obligations arising as a result of any breach by Sellers at any time of any contract or commitment that is not expressly assumed by Buyers in connection with the consummation of the Purchasethis Agreement; (iim) any Taxesdebt, interestobligation, and penalties expense, or liability of Sellers arising out of or incurred solely as a result of any transaction of Sellers occurring after the Effective Time; (in) attributable to the purchased Assets any debt, obligation, or the Business liability of Sellers with respect or to any Pre-Closing Period or (ii) imposed on Seller or any of its their Affiliates; (iiio) any liabilities or obligations related liability of the Sellers and their Affiliates (with respect to the Excluded Facilities or the Assets) relating to any violation or non-compliance with federal, state, foreign or other laws, rules, regulations, orders or decrees regulating fraud, including but not limited to those described on any disclosure schedule and the federal Anti-Kickback Law (42 U.S.C. § 1320(a)-7(b) et seq.) (the “Anti-Kickback Law”), the Ethics in Patient Referrals Act (42 U.S.C. § 1395mm et seq.) (the “Sxxxx Law”), the False Claims Act (31 U.S.C. § 3729 et seq.) (the “False Claims Act”), and HIPAA (as defined in Section 3.28 herein); (ivp) any all liabilities or and obligations arising out of or relating to indebtedness any oral agreements, oral contracts or oral understandings between Sellers or their Affiliates (with respect to the Facilities) and any referral sources in respect of Seller or any periods prior to the Effective Time, including, but not limited to, physicians, unless reduced to writing, identified on Schedule 1.1(g) hereto, and expressly assumed as part of its Affiliatesthe Contracts; (vq) any all liabilities and obligations for payments received by Sellers or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior their Affiliates pursuant to the Closing DateCARES Act, and /or relating to including any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction ExpensesProvider Relief Funds; and (viiir) any all liabilities to a third party, a Government Entity, or obligations to the Partial Subsidiaries arising from product liability claims for which out of Sellers’ ownership of an equity interest in the injury or loss giving rise thereto (not just the delivery Partial Subsidiaries and an indirect ownership interest in Novamed Surgery Center of the notice of such claims) occurs Cleveland, LLC prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueEffective Time.

Excluded Liabilities. Notwithstanding Except for Assumed Liabilities, notwithstanding anything contained herein to the contrarycontrary contained in this Agreement, Buyer shall the Buyers do not assume, agree to perform or cause to be assumeddischarge, indemnify the Seller Indemnified Parties against or be deemed to otherwise have assumed any responsibility or caused to have assumed or be liable or responsible liability for any liabilities or obligations (Liabilities of the Willtek Group, whether known or unknown, fixed, absolute, matured, unmatured, accrued fixed or contingent, now existing and whether arising prior to, on or arising after the date hereof) of Seller or any of its Affiliates Closing Date (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):) including the following: (ia) the Bank Debt and any accrued interest expense in connection therewith; (b) any liabilities Indebtedness or obligations relating Liability of the Willtek Group to any current or former employee or independent contractor of Seller the Company or any of its Affiliates (whether corporate Affiliates, or not such employee is hired by Buyer following to any officer, director or shareholder of the ClosingCompany, including the Indebtedness described on Schedule 2.4(b) and labor matters any accrued interest thereon; (c) any Liability for Taxes relating to any such current the Business or former employee or independent contractor including any liabilities or obligations arising out of or relating the Acquired Assets attributable to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, period prior to the Closing Date and any Employee Benefit Plan or any entitlements arising as a result of or Liability for Transfer Taxes in connection with the consummation of the Purchasetransactions contemplated herein; (iid) any TaxesLiability of the Willtek Group to indemnify the Company or any corporate Affiliate of the Company or any officer, interestdirector, employee or shareholder of any of the Willtek Group, the Company or any of the corporate Affiliates of the Company; (e) any Liability pertaining to the Willtek Group or the Business and penalties arising out of or resulting from non-compliance prior to the Closing Date with any Laws; (f) any Liabilities of the Willtek Group (i) attributable to make any payments or provide benefits of any kind to any former employees or retirees of the Willtek Group other than the Assumed Pension Liabilities, (ii) to provide any U.S. Business Employees with COBRA benefits, (iii) in respect of work related employee injuries or workmen’s compensation claims for any Willtek Group Employees based on events or circumstances occurring prior to the purchased Assets Closing Date (iv) to the Willtek Group Employees for any change in control payments or bonuses or retention or incentive payments that are predicated on the successful consummation of the Acquisition Transaction, (v) for any payments to any of the Willtek Group Employees constituting salary, bonus or Severance Pay or for any payments to the Willtek Group Employees under any Employee Plans of the Willtek Group to the extent that, in either case, the same actually was due and payable and not paid by the Willtek Group (or the Business Seller) prior to the Closing Date, (vi) relating to, or arising under, the Willtek 1992 Social Plan; and (vii) not assumed as Assumed Liabilities pursuant to Section 2.3(d). (g) expenses incurred by the Seller in connection with respect the Acquisition Transaction or any other transactions contemplated herein, including fees and expenses of Seller’s counsel, accountants, consultants and investment advisors; (h) any obligation or Liability of the Seller to the Buyers created by this Agreement or any Related Document; (i) any Pre-Closing Period Environmental Liabilities; (j) any Liability, whether currently existing or hereafter arising, to the extent attributable to an Excluded Asset; (k) any Liability arising from the failure by the Willtek Group to comply with the bulk transfer or other applicable Laws of any jurisdiction with respect to the consummation of the transactions contemplated hereby, including the German Foreign Trade Act; (l) any Liability for any Action if and to the extent that it (i) relates solely to an Excluded Asset or an Excluded Liability or (ii) imposed arises out of circumstances or events related to the operation of the Business by the Willtek Group prior to the Closing Date and is not accrued on Seller the December 31, 2009 Balance Sheet or any of its Affiliatesset forth on Schedule 2.3(m); (iiim) any liabilities Liability for Employment Claims resulting from, or obligations related predicated upon, any events or circumstances arising or occurring prior to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than Closing Date in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by SellerBusiness; (viin) any Seller Transaction ExpensesPre-Closing Export Control Laws Liabilities; and (viiio) any liabilities or obligations arising from product liability claims Liabilities of the Willtek Group not incurred in the Ordinary Course of the Business which are not expressly assumed by the Buyers; and (p) all Liabilities which are identified as Excluded Liabilities but for which the injury or loss giving rise thereto (not just the delivery Buyers otherwise are held to be liable under applicable German Law, including Section 75 of the notice German General Tax Code and Section 25 of the German Commercial Code and any other similar national law provisions, nevertheless shall remain and be treated internally as Excluded Liabilities for purposes of this Agreement. To the extent, if at all, that any Liability is identified in this Agreement as both an Assumed Liability and an Excluded Liability, it shall be treated for all purposes under this Agreement and the Related Documents as an Excluded Liability. To the extent that any current Liability of the Willtek Group may be partly an Assumed Liability and partly an Excluded Liability, the apportionment of such claims) occurs prior Liability shall be determined pursuant to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured applicable accounting principles by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueParties hereto.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement or in any Transaction Document, Buyer shall and regardless of whether such liability is disclosed in this Agreement, in any of the Transaction Documents or on any Schedule or Exhibit hereto or thereto, the New LP will not assume, agree to pay, perform and discharge or cause to in any way be assumedresponsible for any debts, liabilities or obligations of the Business, the Selling Parties or any of their respective Affiliates of any kind or nature whatsoever, arising out of, relating to, resulting from, or be deemed caused by any transaction, status, event, condition, occurrence or situation relating to, arising out of or in connection with the Business, the Assets or the Selling Parties, arising or occurring on or prior to have assumed or caused to have assumed or be liable or responsible for the Closing Date, including, without limitation, any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing relating to or arising after from the date hereofExcluded Assets (the “Excluded Liabilities”). Notwithstanding the foregoing, Clearview will contribute into New LP, and New LP will assume and thereafter pay and fully satisfy when due, all liabilities and obligations: (a) which arose prior to the New LP Asset Transfer and represent normal and current trade payables incurred by Clearview in connection with the operation of Seller or any the Business in the ordinary course of its Affiliates business, consistent with past custom and practice, and are specifically set forth on Schedule 1.4(a) (“Accounts Payable”); (b) the other than the accrued liabilities expressly assumed in this Agreement) of Clearview (including, but not limited to, the following obligations personal property or real estate taxes, associated with the Real Property Lease for the Facility for the period from January 1, 2006 through the date of Closing), all of which have been incurred in the ordinary course of business, consistent with past custom and liabilities practice (including, without limitation, accrued but unpaid paid time off for the Continuing Employees), which do not collectively exceed, together with the aggregate amount of Seller the Accounts Payable, One Hundred Thousand and its Affiliates No/Dollars (such obligations and liabilities not assumed hereunder, the $100,000) (“Excluded Accrued Liabilities”): ); and (ic) first arising after the New LP Asset Transfer under any liabilities Assumed Contract (except for any liability or obligations relating obligation arising from any breach or failure to any current or former employee or independent contractor of Seller or perform under any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations foregoing prior to the Closing Date) (all such liabilities and obligations to be so contributed into, and /or relating assumed by, the New LP being collectively referred to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which herein as the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due“New LP Assumed Liabilities”).

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary in Section 1.4, Buyer Purchaser shall not assume, assume or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or become responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of any Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates Assumed Liabilities (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):), and the Excluded Liabilities shall be retained, paid, performed and discharged solely by Sellers. The Excluded Liabilities shall include: (ia) all liabilities and obligations of any Seller which are not specifically included in the Assumed Liabilities; (b) all liabilities or and obligations relating to of any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matteract, employee-related payment obligationomission, collective bargaining contractevent or occurrence connected with the use, labor negotiationownership or operation of the Facilities or any of the Assets prior to the Effective Time, severance costwhich are not specifically included in the Assumed Liabilities; (c) all liabilities and obligations of any Seller to any employee of any Seller or any Facility Worker, pension planincluding salary, profit sharing planwages, deferred compensation planbenefits, accrued holiday benefitunpaid vacation and sick pay and related Taxes, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, which are not specifically included in the Assumed Liabilities; (d) all liabilities and obligations of any Employee Benefit Plan or any entitlements Seller arising as a result of under or in connection with or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits, or any other employee plans or benefits or Plans of any kind for any Seller’s employees or former employees, or any Facility Workers or former Facility Workers, including all liabilities and obligations of any Seller for matching contributions for eligible beneficiaries’ 401(k) plans, Section 125 plans and other Plans, and all administrative costs associated with any such Plans; in each case which are not specifically included in the consummation of the PurchaseAssumed Liabilities; (iie) all liabilities and obligations of any TaxesSeller under any employment, interestseverance, and penalties (i) attributable to the purchased Assets retention or the Business termination agreement with respect to any Pre-Closing Period present or (ii) imposed on Seller former employee of any Owner or any Related Person of its Affiliatesany Owner or with any present or former Facility Worker; (iiif) all liabilities and obligations of any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is employee or Facility Worker grievance to the extent arising out of any facts or circumstances occurring at or prior to the Effective Time, whether or not an Assigned Contractthe affected employees or Facility Workers are hired by or leased to Purchaser; (vig) all liabilities and obligations of any Seller to any Owner or to any Related Person of any Owner, except for those arising after the Effective Time under the Xxxxxx City Sublease, and accrued insurance premiums owed to Sunland to the extent specifically included as Current Liabilities in the Closing Date Net Assets Calculation; (h) all liabilities and obligations of any Seller relating to Seller Cost Reports with respect to periods ending at or prior to the Effective Time; (i) all liabilities and obligations of any Seller with respect to refund, recoupment, set-off and other than liabilities arising out of xxxxxxxx to third-party payors, including Medicare and Medicaid, for services rendered to patients of the Facilities at or prior to the Effective Time; (j) all liabilities and obligations of any Seller for violations of any Legal Requirement, including the Anti-Kickback Law, the False Claims Act, the Xxxxx Law and other Legal Requirements pertaining to Medicare, Medicaid or health care fraud or abuse; (k) all liabilities and obligations of any Seller under any Contract or Lease assumed by Purchaser pursuant to Section 1.4, which liability or obligation arises after the Effective Time but arises out of or relates to any breach or default by any Seller that occurred at or prior to the Effective Time; (l) all liabilities and obligations of any Seller under any of the Excluded Contracts; (m) except as provided in Section 1.4(d) (relating to taxes on accrued, unpaid vacation and sick pay) or Section 1.11 (relating to proration of property taxes), all liabilities and obligations of any Seller for Taxes, including (i) any Taxes arising as a result of the operation of any Facility or other operations of any Seller, or the ownership of any Assets, prior to the Effective Time, (ii) any Taxes with respect to Sellers that arise or will arise as a result of the sale or transfer of any of the Assets pursuant to this Agreement, and (iii) any liability or obligation of any Seller to pay the Taxes of any other Person under any tax sharing, tax allocation or tax indemnity agreement or otherwise; (n) all liabilities and obligations of any Seller arising out of or resulting from any Seller’s compliance or noncompliance with any Legal Requirement or order, injunction, judgment, decree, ruling assessment or arbitration award of any government, governmental agency, governmental authority, governmental body, court or arbitrator; (o) all liabilities and obligations of any Seller in connection with claims of professional malpractice; (p) all liabilities and obligations of any Seller arising out of any Proceeding pending as of the Effective Time; (q) all liabilities and obligations of any Seller arising out of any Proceeding commenced after the Effective Time to the extent arising out of or relating to any occurrence or event happening at or prior to the Effective Time; (r) all liabilities and obligations of any Seller for commissions or fees owed to any finder or broker in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expensestransactions contemplated hereby; and (viiis) any all liabilities or and obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use Seller under this Agreement or sale of any products manufactured by other document executed in connection with the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duetransactions contemplated hereby.

Excluded Liabilities. Notwithstanding anything contained herein to Other than the contraryAssumed Liabilities, Buyer shall not assumeassume no obligation or liability of the Selling Parties of any type whatsoever, direct or cause to be assumedcontingent, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixedwhether by operation of law or otherwise. Except for the Assumed Liabilities, absoluteBuyer expressly disclaims the assumption of, maturedand expressly shall not assume or become liable for any liability of any type whatsoever of the Selling Parties or in connection with any of the Selling Parties’ assets or business operations, unmaturedincluding without limitation any liability or obligation (contingent or otherwise) of the Selling Parties (A) to the extent based on or caused by any act, omission or event occurring, or any condition or circumstance existing, on or prior to the Closing Date with respect to the Purchased Assets or the Business (or prior to, on or after the Closing Date with respect to the Excluded Assets or any other assets, business or operations of the Selling Parties or their predecessors) whether asserted on, prior to or after the Closing Date, including any environmental liabilities for existing conditions or past practices or releases by the Selling Parties or others, (B) with respect to any employee of the Selling Parties or any other Affiliate of Seller, including any obligations for salaries, wages, bonuses, incentives, “transition,” “stay” or “performance bonuses” in connection with this transaction, accrued vacation, sick pay or contingenttime off, now existing other benefits, withholdings or employment taxes, or severance obligations associated with an employee not hired by Buyer, (C) any federal, state or local income, franchise, ad valorum or property taxes of the Selling Parties, (D) any Selling Party related transaction expenses, (E) any funded indebtedness of the Selling Parties from banks or institutions or obligations for capital leases, (F) arising from or in any way relating to the operations of NJS or JTT and (G) any Environmental, Health and Safety Liabilities arising prior to closing, even if addressed by Buyer after the date hereof) Closing through Buyer’s performance of Seller or any of its Affiliates (other than the Required Remedial Environmental Compliance Activities. The foregoing liabilities expressly and obligations not to be assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, by Buyer are referred to herein collectively as the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due.

Excluded Liabilities. Notwithstanding anything contained herein to Except for the contraryAssumed Liabilities, Buyer shall not assume and under no circumstances shall Buyer be obligated to pay, perform discharge or assume, and none of the assets of Buyer shall be or cause to be assumedbecome liable for or subject to, any liability, indebtedness, commitment, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (obligation of Seller, whether known or unknown, fixed, absolute, matured, unmatured, accrued fixed or contingent, now recorded or unrecorded, currently existing or hereafter arising after or otherwise (collectively, the date “Excluded Liabilities”), including, without limitation, the following Excluded Liabilities: (a) any debt, obligation, expense, or liability that is not an Assumed Liability, including those liabilities set forth on Schedule 1.3(g); (b) claims or potential claims for medical malpractice or general liability to the extent arising from events asserted to have occurred prior to the Closing Date; (c) those claims and obligations (if any) specified in Schedule 1.4 hereto; (d) any liabilities or obligations to the extent or arising out of any of the Excluded Assets; (e) liabilities and obligations of Seller in respect of periods prior to the Closing Date arising under the terms of the Medicare, Medicaid, CHAMPUS/TRICARE, Blue Cross, or other third party payor programs, and any liability arising pursuant to the Medicare, Medicaid, CHAMPUS/TRICARE, Blue Cross or any other third party payor programs as a result of the consummation of any of the transactions contemplated under this Agreement, all to the extent permitted by Law; (f) except as specifically provided in Section 10.17 hereof, federal, state, or local tax liabilities or obligations of Seller in respect of periods prior to the Closing Date or resulting from the consummation of the transactions contemplated herein, including, without limitation, any income tax, franchise tax, tax recapture, and any FICA, FUTA, workers’ compensation, and any and all other taxes or amounts due and payable as a result of Seller’s employees exercising their right to paid time off, vacation, sick leave, and holiday benefits accrued while in the employ of Seller (provided, however, that this clause (f) shall not apply to taxes payable with respect to any employee benefits constituting Assumed Liabilities under Section 1.3(d) hereof); (g) liability for any and all claims by or on behalf of Seller’s employees relating to periods prior to the Closing Date including, without limitation, liability for any pension, profit sharing, stock bonus, deferred compensation, group health, or any other employee health and welfare benefit plans, liability for any EEOC claim, ADA claim, FMLA claim, wage and hour claim, unemployment compensation claim, or workers’ compensation claim (excluding liabilities constituting Assumed Liabilities under Section 1.3(d)); (h) any obligation or liability accruing, arising out of, or relating to any federal, state, or local investigations of, or claims or actions against, Seller or any of its Affiliates or any of their employees, medical staff, agents, vendors, or representatives with respect to acts or omissions prior to the Closing Date; (i) any civil or criminal obligation or liability accruing, arising out of, or relating to any acts or omissions of Seller, its Affiliates, or their directors, officers, employees, and agents claimed to violate any Laws; (j) liabilities or obligations arising as a result of any breach by Seller at any time of any contract or commitment that is not assumed by Xxxxx; (k) liabilities or obligations to the extent arising out of any breach by Seller prior to the Closing Date of any Contract; (l) any obligation or liability asserted under the federal Xxxx-Xxxxxx program or other than restricted grant and loan programs, to the extent or arising out of the ownership or operation of the Hospital or the Assets prior to the Closing Date; (m) any debt, obligation, expense, or liability of Seller arising solely out of or incurred solely as a result of any transaction of Seller occurring after the Closing or for any violation by Seller of any Law, regulation, or ordinance at any time (including, without limitation, those pertaining to fraud, environmental, healthcare regulatory, and ERISA matters); (n) all liabilities expressly assumed in this Agreementand obligations relating to the Florida Health Care Responsibility Act, to the extent arising out of the ownership or operation of the Hospital or the Assets prior to the Closing Date; and (o) all liabilities and obligations relating to any oral agreements, oral contracts, or oral understandings with any referral sources including, but not limited to, the following obligations physicians, unless reduced to writing and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation part of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement and regardless of whether such Liability is disclosed herein or on any Schedule or exhibit hereto, other than the Assumed Liabilities explicitly set forth in Section 0, Buyer shall will not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed assume or be liable or responsible for any liabilities Liability of any kind or obligations (whether known or unknownnature whatsoever of Seller, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations following: (i) those Liabilities not specifically described in Section 0 hereof, (ii) those Liabilities arising out of or related to facts, events, transactions, occurrences or actions or inactions arising on or prior to the Closing Date, (iii) those Liabilities resulting from, arising out of, relating to, in the nature of, or caused by (A) Taxes of any kind or nature whatsoever(including Taxes relating to all payments relating to wages, bonuses and liabilities all other forms of compensation made to the Transferred Seller Employees prior to the Closing Date), (B) Indebtedness, (C) any Excluded Asset or Excluded Contract or any intercompany payable or intercompany Liability of any kind or nature or any obligation with respect to any outstanding checks, (D) any breach of contract, breach of warranty or product liability, tort, infringement, violation of law or environmental, health or safety matter (including any asbestos-related or drilling/fracking related Liability), warranty claim or other matter, including any third-party claim under a theory of fraudulent conveyance, inadequate consideration or preferential transfer, (E) any litigation, claim, assessment, action, suit, proceeding, order, judgment, decree or investigation of any kind or nature arising out of facts, events, circumstances, actions or inactions occurring or existing on or prior to the Closing Date or (F) any employee of Seller prior to the Closing Date, former employee(s) or retiree(s) (or any dependents or beneficiaries thereof), or any benefit plan of any kind or nature sponsored, maintained or contributed to by Seller, (iv) Seller’s Liabilities under this Agreement, the Disclosure Schedules attached hereto, ancillary documents related to this Agreement, (v) any accounts payable, accrued expenses or other current Liabilities, arising out of or related to facts, events, transactions, occurrences or actions or inactions arising on or prior to the Closing Date (vi) any Liabilities for workers’ compensation benefits, severance pay, vacation pay, sick pay, salary, bonuses (including bonuses paid pursuant to long-term retention arrangements or agreements or executive bonus plans), commission payments, long-term retention bonuses, reimbursable expenses or other payments or obligations of any kind owed or promised to any and its Affiliates employee of Seller or (such obligations vii) any Liabilities described or set forth on Schedule 00 attached hereto (in each case with respect to any of the matters described in this Section 0, whether known or unknown, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and liabilities not assumed hereunderwhether due or to become due, whether related to the Business or the Acquired Assets, and regardless of when or by whom asserted) (collectively, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due).

Excluded Liabilities. Notwithstanding anything contained herein to the contraryprovisions of Section 2 hereof, Buyer the Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assumeassume or have any responsibility for, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after all Liabilities of the Seller as of the date hereof) of Seller hereof or at any of its Affiliates (time thereafter, other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates Assumed Liabilities (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):), including, without limitation: (i) all Indebtedness of the Seller; (ii) all Liabilities relating to employees of the Seller, including all Liabilities under any of the Seller’s employee benefits agreements, plans or other arrangements; (iii) all accounts payable and other accrued liabilities with respect to the BPH Business incurred on or obligations prior to the Closing Date; (iv) all Taxes now or hereafter owed by the Seller or any Affiliate of the Seller, or attributable to the BPH Assets or the BPH Business, relating to any current or former employee or independent contractor of Seller period, or any portion of its Affiliates any period, ending on or prior to the Closing Date; (whether v) all Liabilities pursuant to Environmental Law arising from or not such employee is hired by Buyer following the Closing) and labor matters relating related to any such current action, event, circumstance or former employee condition related to the BPH Business or independent contractor including the Real Property, in each case occurring or existing on or prior to the Closing Date; (vi) all Claims or Losses related in whole or in part to injuries and losses from products or services manufactured, produced, filled, packaged, marketed, sold or otherwise distributed by or on behalf of the Seller on or prior to the Closing Date; (vii) all Liabilities arising out of any liabilities action, suit, proceeding or obligations investigation pending or threatened as of, or arising out of or relating to any employee-related matterevent or condition occurring or existing on or prior to, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the PurchaseClosing Date; (iiviii) any Taxesall Liabilities under all contracts, interestlicenses, sublicenses, agreements, leases, subleases, commitments, and penalties (i) sales and purchase orders, and under all bids and offers, in each case related to the BPH Business to the extent arising on or prior to the Closing Date or otherwise attributable to any failure by the purchased Assets or Seller to comply with the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliatesterms thereof; (iiiix) any liabilities all Liabilities relating to or obligations related to arising out of the Excluded Assets;; and (ivx) any liabilities or obligations all other Liabilities with respect to, arising out of or relating to indebtedness the ownership, possession or use of Seller the BPH Assets or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the BPH Business after by the Closing Date, Seller or any liabilities or obligations arising out Affiliate of operations the Seller prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due.

Excluded Liabilities. Notwithstanding anything contained herein The Purchaser expressly does not, and shall not, assume, be deemed to the contrary, Buyer shall not assume, or cause be obligated to be assumedpay, perform or be deemed to have assumed or caused to have assumed or be liable or responsible for otherwise discharge any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after Liabilities of the date hereof) of Seller or any of its Affiliates (Company other than the liabilities expressly assumed Assumed Liabilities which shall be set forth on the Closing Balance Sheet, including any Liability arising from, in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates connection with or incident to (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (iA) any liabilities or obligations relating to Liability of the BPS Division, (B) any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired Transactional Expenses paid by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to the Company or the Company Parent, including those set forth in Section 13.10 hereof, (C) any employee-related matterincome Tax Liability of the Company or any former shareholder of the Company, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option (D) any Tax Liability of or purchase plan, employment contract, consulting contractincurred by the Company, any Employee Benefit Plan Related Person or Third Party, or the Assets which has as its basis any entitlements event, act, occurrence or omission on or before the Closing Date unless related to the IM Division and reflected on the Closing Balance Sheet, (E) any Taxes, fees or penalties as described in Section 11.7(a) of this Agreement, (F) any Liability arising as a result of from, incident to or in connection with the consummation an Excluded Asset, (G) any Liability owed to any Related Person or Affiliate of the Purchase; Company, whether or not arising in the Ordinary Course of Business, except for the amounts owed for goods or services to Sopheon GmbH (iiwhich amounts shall for all purposes be considered to be incurred in the Ordinary Course of Business) which shall be reflected by the Auditor on the Closing Balance Sheet, (H) any Taxesbreach, interestdefaults, and penalties (i) attributable to the purchased Assets or the Business with respect to violations of Applicable Law which has as its basis any Pre-Closing Period event, act, occurrence or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations omission prior to the Closing DateDate or non-current amounts owing under the Operating Contracts, (I) other than salary, wages, vacation, personal time off and /or relating the associated employment related Taxes thereto which shall be set forth on the Closing Balance Sheet, claims by current or former employees of the Company which arise prior to any real property ownedthe Closing, leased, occupied or controlled by Seller; (viiJ) any Seller Transaction Expenses; and (viii) Proceeding having as its basis any liabilities event, act, occurrence or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs omission prior to the Closing DateDate and which is not disclosed in SCHEDULE 3.7 of this Agreement, (K) any Liability for any Benefit Plan contribution, including specifically all losses caused by or arising out of any alleged design401(k) matching contributions, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior (L) bonus payments due to the Company employees of the IM Division, and (M) final salary and wage payments, and associated withholdings and Tax obligations to and through the date of Closing Date(collectively, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due"EXCLUDED LIABILITIES").

Excluded Liabilities. (a) Notwithstanding anything contained herein to any other provision of this Agreement, the contrary, Buyer Parties shall not assume, or cause to otherwise be assumedresponsible for, any Liabilities of the Seller Parties, other than the Assumed Liabilities expressly assumed by Buyer or one of its Affiliates specified in Section 2.2, whether liquidated or unliquidated, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixedand whether arising out of occurrences prior to, absolute, matured, unmatured, accrued at or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates hereof (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):), which Excluded Liabilities include the following: (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is the affected Persons are hired by Buyer following or one of its Affiliates, all Liabilities whatsoever (whether arising under Regulation or Contract) to or in respect of any present or former officers, directors, general partners, limited partners, managers, members, employees, consultants or Affiliates of any Seller Party, including all Liabilities in connection with (A) any employment, severance, retention, termination, change-in-control or similar contract, agreement or arrangement, whether oral, written or implied, between any Seller Party and any Person or the Closingtermination by any Seller Party of the employment of any Person, (B) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation law or regulation or under any federal or state employment discrimination law or regulation, which shall have been asserted prior to the Closing against any Seller Party or is based on acts or omissions of any Seller Party which occurred prior to the Closing and labor matters relating (C) any salaries, wages, vacation or sick pay, other paid time off, severance pay, termination pay, retention pay, “golden parachute” or other similar payments, overtime, bonuses (including retention, “stay-put”, change-in-control or similar bonuses), other incentive compensation, commissions, expense reimbursement, or any stock option, equity or equity-based compensation or any other compensation that was earned, accrued, or relates to any such current period prior to the Closing with respect to any present or former employee officers, directors, general partners, limited partners, managers, members, employees or independent contractor including consultants of any liabilities Seller Party (other than the Accrued Employee Vacation Pay which is expressly an Assumed Liability pursuant to Section 2.2(a)), or obligations arising out of or relating to that becomes payable by any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising Seller Party as a result of or in connection with the consummation of the PurchaseClosing; (ii) all Liabilities under or relating to all Employee Plans at any Taxestime maintained, interestcontributed to or required to be contributed to by any Seller Party or any ERISA Affiliate, and penalties or under which any Seller Party or any ERISA Affiliate has or may incur Liability (i) attributable other than the Accrued Employee Vacation Pay which is expressly an Assumed Liability pursuant to the purchased Assets Section 2.2(a)), or the Business any contributions, benefits or Liabilities therefor, or any Liability with respect to any Pre-Closing Period or (ii) imposed on Seller Party’s or any ERISA Affiliate’s withdrawal or partial withdrawal from or termination of its Affiliatesany Employee Plan; (iii) any liabilities all Liabilities arising out of or obligations related to the Excluded Assets, including the Excluded Contracts (to the extent not otherwise covered in clauses (i) and (ii) of this Section 2.3(a)), and all Liabilities arising out of or related to any other Contract to which any Seller Party is a Party that is not expressly an Assumed Contract; (iv) all Liabilities of any liabilities Seller Party for Income Taxes, whether or obligations arising out of or not relating to indebtedness of Seller the Business and whether or any of its Affiliatesnot incurred prior to the Closing; (v) any liabilities or obligations arising out of or all Liabilities for Taxes, other than Income Taxes, relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after for the Closing Date, any liabilities periods or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs portions thereof ending prior to the Closing Date, including specifically all losses caused by any such Taxes which are not due or arising out of any alleged design, manufacture, assembly, installation, use assessed until after the Closing Date but which relate to the periods or sale of any products manufactured by the Factory or the Business portions thereof ending prior to the Closing DateDate (other than for certain Transfer Taxes as provided in Section 2.7 below); (vi) all Liabilities arising from any injury to or death of any Person or damage to or destruction of any property, whether the commencement based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products designed, manufactured, assembled, sold, distributed, delivered, installed or repaired, or from services performed, by or on behalf of any Seller Party or any other Person prior to the Closing; (vii) all Liabilities of any Seller Party arising out of or related litigation, arbitration, investigation, proceeding to any Action against or claim occurs before involving any Seller Party or after any Action which adversely affects the Assets and which shall have been asserted prior to the Closing Date or to the extent the basis of which shall have arisen prior to the Closing; (viii) all Liabilities of any Seller shall satisfy Party resulting from entering into, performing its or his obligations pursuant to or consummating the transactions contemplated by, this Agreement (including all Excluded Liabilities of the Seller Parties pursuant to Section 9.4 hereof) and the Ancillary Agreements; (ix) all Liabilities of any Seller Party related to or arising from the ownership or operation of the Business by the Seller Parties or the ownership, use or operation of the Assets by the Seller Parties at any time prior to the Closing; (x) all Liabilities of any Seller Party for any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing and which constitutes, or which by the lapse of time or delivery of notice (or both) would constitute, a breach or default under any Assumed Contract, Lease or Permit or a violation of the requirements of any governmental authority or agency or of the rights of any Person; (xi) all Liabilities of any Seller Party relating to the following: (a) indebtedness for borrowed money, including Liabilities evidenced by promissory notes, loans, credit facilities, indentures, letters of credit, guarantees, or other similar instruments relating to an obligation to pay money, between any Seller Party, on the one hand, and any other Person (including any Representative of any Seller Party), on the other hand, including the Seller’s Revolving Demand Note and the Seller’s Term Note, or between Seller Parties, (b) obligations to pay the deferred purchase price of property or services, except for trade accounts payable that are an obligation specifically Assumed Liabilities under Section 2.2(a), (c) obligations as lessee under capitalized leases, (d) indebtedness created or arising under any conditional sale or other title retention agreement with respect to acquired property, (e) guarantees of the obligations of any other Person and (f) guarantees of any of the foregoing; (xii) all Environmental Liabilities of any Seller promptly when dueParty, including (a) all existing Environmental Liabilities, (b) all Environmental Liabilities arising from acts, omissions, events or occurrences which occurred prior to the Closing and (c) all Environmental Liabilities arising out of or relating to the ownership of the Assets, the operation of the Business, the transportation or disposal of Hazardous Materials, or the leasing or operation of any Leased Real Property prior to the Closing; and (xiii) all Liabilities of any Seller Party to another Seller Party or to any of their respective Affiliates. (b) Except as expressly set forth in Section 2.2 above, the Parties agree that the Buyer Parties shall not be the successor to the Seller Parties. The Seller Parties shall remain responsible for, and shall retain, pay, perform and discharge, the Excluded Liabilities.

Excluded Liabilities. Notwithstanding anything contained herein Except as expressly provided to the contrarycontrary in Section 3.5 above, Buyer neither Holdings, Parent nor the Company shall not assume, or cause to be assumed, take responsibility for or be deemed obligated to have assumed pay any liabilities, debts or caused to have assumed or be liable or responsible for other obligations of any liabilities or obligations kind (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereofincluding under any employee benefit plan) of Seller the Sellers or any of its their Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):). Without limiting the foregoing, each Seller acknowledges that the Excluded Liabilities shall include the following: (a) Any and all liability arising under any Third Party Payor Program, including without limitation, liability arising from false or fraudulent claims, overpayments, set-offs, recoupments, overbilling, civil money penalties, credit balances, inappropriate coding or inadequate documentation, provider agreement, or state survey agency report or action related to any time period prior to the Closing Date regardless of whether any such claims of liability arise prior to or after the Closing Date; (b) Any liability of any Seller or Affiliate of any Seller under the Seller Plans or relating to payroll, compensation, vacation, sick leave, workers’ compensation, unemployment benefits, retirement or pension benefits, employee equity incentive or profit sharing plans, healthcare plans or benefits, bonus or commission arrangements, severance or other termination pay or benefits, or any other employer plans or benefits for any Seller, its subsidiaries or any employees or former employees of such Seller or its subsidiaries; (c) Any losses, costs, expenses, damages, claims, demands and judgments of every kind and nature (including the defenses thereof and reasonable attorneys' and other professional fees) related to, arising out of, or in connection with the parties' waiver of compliance with any bulk sales act or any similar statute as enacted in any jurisdiction, domestic or foreign (if applicable); (d) Any liability or obligation arising out of any breach by any Seller prior to the Closing of any provision of any agreements of such Seller or any other contract to which such Seller is a party; (e) Any liability of any Seller with respect to any claim or cause of action, regardless of when made or asserted, which arises (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation business and operations of such Seller (including without limitation the Purchase; Business) prior to the Closing, (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period goods or services provided by any Seller prior to the Closing, including without limitation, any liability or obligation (A) pursuant to any express or implied representation, warranty, agreement, or guarantee made by such Seller or (iiB) imposed or asserted to be imposed by operation of law, in connection with any service performed or product designed, manufactured, sold, or leased by or on behalf of such Seller prior to the Closing, including without limitation, any claim related to any product delivered in connection with the performance of such service and any claims seeking to recover for consequential damage, lost revenue, or income, including pursuant to any doctrine of its Affiliatesproduct liability, or (iii) out of or in connection with the business and operations of any Seller (including without limitation the Business) prior to the Closing under any federal, state, or local law, rule, or regulation; (iiif) Any liability or obligation, arising prior to or as a result of the Closing, to any liabilities employee, agent, or obligations independent contractor of any Seller, whether or not employed by Company after the Closing, or under any benefit arrangement with respect thereto; (g) Any liability of any Seller existing at the Closing, including any liability related to any matter described in the Schedules to this Agreement; (h) Any liability related to the Excluded Assets; (ivi) any liabilities Any liability or obligations arising out of obligation for Taxes, withholdings, assessments, charges, fees, and impositions, including interest and penalties thereon or relating with respect thereto, whether disputed or not, related to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any or related litigation, arbitration, investigation, proceeding or claim occurs before to Sellers’ other businesses prior to or after the Closing, including any liabilities or obligations of any Seller relating to sales and use, transfer, documentary, income or other Taxes levied on the transfer of the rights and Assets pursuant to this Agreement; and (j) Subject to Section 3.5(a), all wages, commissions, vacation, holiday, workers’ compensation and sick pay obligations of Sellers with respect to Sellers’ employees, agents or independent contractors accrued through the Closing Date Seller shall satisfy and all Excluded Liabilities that are an obligation bonuses and fringe benefits as to such employees accrued through the Closing Date, and all severance pay obligations of Seller promptly when dueto employees resulting from Sellers’ consummation of the transactions contemplated by this Agreement.

Excluded Liabilities. Notwithstanding anything contained herein Purchaser shall not assume or pay and Sellers shall continue to be responsible for any debt, obligation or liability, of any kind or nature (fixed or contingent, known or unknown) of Sellers whether or not relating to the contraryIodine Therapy (the "Excluded Liabilities"). Without limiting the foregoing, Buyer Purchaser shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):: (i) any liabilities obligation, liability, claim, action, suit or obligations relating to any current or former employee or independent contractor of Seller proceeding pending on the Closing Date, notwithstanding the disclosure thereof, or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment subsequent obligation, collective bargaining contractliability, labor negotiationclaim, severance costaction, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option suit or purchase plan, employment contract, consulting contract, any Employee Benefit Plan proceeding resulting from or any entitlements arising as a result of related to the Specified Assets or in connection with the consummation development of the PurchaseIodine Therapy on or prior to the Closing Date by Sellers; (ii) any Taxes, interest, and penalties (i) attributable liability of Sellers for any Taxes for any periods prior to or subsequent to the purchased Assets Closing whether or not relating to the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its AffiliatesIodine Therapy and notwithstanding the disclosure thereof; (iii) any liabilities obligation or obligations liability related to any actual or alleged violation or liability arising under any Environmental Laws, regardless of whether such obligations or liabilities relate to Sellers' ownership or operation of the Excluded Specified Assets, to any predecessor, owner, tenant, occupant or user of the Specified Assets, or to any other party unrelated to the Specified Assets; (iv) any liabilities obligation or obligations liability of Sellers arising out of or from the transactions contemplated by this Agreement, including those (i) relating to indebtedness the negotiation and preparation of Seller or any of its Affiliatesthis Agreement and the transactions contemplated herein and (ii) incurred by Sellers with respect to their legal counsel, accounting, brokerage and investment advisors fees and expenses; (v) any liabilities obligation or obligations liability arising out of from or relating related to any contract which is not an Assigned Contract;the Excluded Assets; or (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities trade payable or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueaccrued expenses.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary in this Agreement, Buyer shall not assumeassume and shall not be responsible to pay, perform or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for discharge any liabilities Liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (of any kind or nature whatsoever other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates Assumed Liabilities (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):), including, without limitation, the following: (ia) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities Liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option Seller’s ownership or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after and the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs Purchased Assets prior to the Closing Date, including specifically all losses caused by any Environmental Claim; NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. (b) any Liabilities or obligations relating to or arising out of the Excluded Assets; (c) any alleged designLiabilities or obligations for (i) Taxes relating to the Business, manufacture, assembly, installation, use or sale of any products manufactured by the Factory Purchased Assets or the Business Assumed Liabilities for any taxable period (or portion thereof), as prorated, ending on or prior to the Closing Date, whether (ii) any Taxes imposed on Buyer or its Affiliates as a successor or transferee of Seller or its Affiliates, and (iii) any other Taxes of Seller or any stockholders or Affiliates of Seller (other than Taxes allocated to Buyer under Section 6.04) for any taxable period; (d) except as specifically provided in Section 6.01, any Liabilities or obligations of Seller relating to or arising out of (i) the commencement employment, or termination of employment, of any related litigationEmployee or former employee of the Business prior to or upon the Closing, arbitrationor the employment, investigationor termination of employment, proceeding of any Employee that does not become a Transferred Employee upon the Closing, (ii) any current or claim occurs before former service provider of the Business prior to the Closing, or after (iii) workers’ compensation claims of any Employee or former employee of the Business which relate to events occurring prior to the Closing Date Seller shall satisfy Date; (e) any Liabilities or obligations in respect of or in connection with unused paid time off (whether in the form of paid time off or component vacation, sick and/or personal day programs) and all Excluded other unpaid wages (including salary, wages, bonuses and commissions, in each case applicable) to the extent accrued or earned prior to the Closing by any Employee or former employee of the Business; and (f) any Liabilities that are an obligation or obligations of Seller promptly when duearising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others.

Excluded Liabilities. Notwithstanding anything contained herein to Except for the contraryAssumed Liabilities, Buyer SEARHC shall not assumeassume or become liable for or obligated in any way with respect to, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be and the City shall retain and remain solely liable or responsible for any liabilities or obligations obligation to pay, perform, and discharge, all Liabilities of the City, regardless of when asserted (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):), including: (a) Any Liabilities of the City or the Hospital arising under (i) any liabilities the Assumed Contracts (to the extent arising on or obligations before the Effective Time) and (ii) the Excluded Contracts; for the avoidance of doubt, all Liabilities associated with the Cerner System are Excluded Liabilities; (b) Any Liabilities of the City or the Hospital arising from or relating to the Real Property, other than the Real Property Leases; (c) Any Liabilities of the City or the Hospital by reason of any current failure to comply with the rules and regulations of any Government Reimbursement Program; (d) Any Liabilities of the City or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations Hospital arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result violation of or in connection with the consummation of the Purchaseapplicable Law; (iie) any Taxes, interest, and penalties (i) attributable to Liabilities of the purchased Assets City or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations Hospital arising out of or relating to any contract which is not an Assigned ContractEmployee Benefit Plan of any nature whatsoever maintained or contributed to by the City or the Hospital or each of their respective Affiliates for the benefit of its or their employees (including under the PERS Plans); (vif) any Liabilities of the City or the Hospital for any present (i.e. on the Execution Date or the Closing Date) or former employees, retirees, independent contractors or consultants of the City or the Hospital, including any Liabilities associated with any claims for wages, compensation or other than in connection benefits, bonuses, commissions, paid time off, workers’ compensation, severance, retention, termination, damages, statutory penalties, attorneys’ fees and costs, or any other payments, to the extent arising out of or relating to the employment, retention or termination of employment or services of such Persons (including any Liabilities associated with the City’s or the Hospital’s use, or provision of, contract labor) or any other facts, circumstances or conditions existing on or prior to the Effective Time; (g) Liabilities for Taxes, including (i) any Taxes arising as a result of the operation of the Business after or the Closing Date, any liabilities ownership of the Acquired Assets or obligations arising out of operations the Hospital prior to the Closing Date, Effective Time; (ii) any Taxes that may arise as a result of the transfer and /or relating conveyance of the Acquired Assets pursuant to this Agreement; and (iii) any real property owned, leased, occupied or controlled by Sellerdeferred Taxes of any nature; (viih) Both (i) Agency Settlements, and (ii) Liabilities to Government Reimbursement Programs for overpayments and other financial obligations arising from adjustments or reductions in reimbursement attributable to events, transactions, circumstances or conditions occurring or existing (whether known or unknown) prior to the Effective Time and (iii) as well as all Liabilities associated with any Seller Transaction Expensesprovider number associated with the Business (including CCN and NPI numbers) (“Settlement Payments”). For the avoidance of doubt, the Parties acknowledge that SEARHC does not assume any Liabilities associated with Settlement Payments, the Agency Settlements, or claims associated with or the existing CCN or NPI Numbers assocaited with the Business; (i) Any accounts payable with respect to the Business or the Hospital, whether or not reflected on the City’s or the Hospital’s books, as of the Closing Date or arising thereafter from the operation of the Business or the Hospital prior to the Effective Time (“Accounts Payable”); (j) With respect to any retrospective settlement of any cost report for an amount less than such original cost report relating to a period ending prior to the Effective Time, all obligations of the City or the Hospital now existing or which may hereafter exist with respect to any payment or reimbursement owed by the City or the Hospital to any Government Reimbursement Program or other payor which is attributable to any services provided, billable or billed, by the Hospital or the City; (k) The aggregate Excess PTO Liability; (l) The City’s or the Hospital’s expenses relating to this Agreement; and (viiim) any liabilities or obligations arising from product All professional liability claims or other claims for which the injury acts or loss giving rise thereto (not just the delivery omissions of the notice of such claims) occurs prior to City, the Closing DateHospital, including specifically all losses caused by its employees or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duecontractors.

Excluded Liabilities. Notwithstanding anything contained herein to Except for the contraryAssumed Liabilities, Buyer SEARHC shall not assumeassume or become liable for or obligated in any way with respect to, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be and the City shall retain and remain solely liable or responsible for any liabilities or obligations obligation to pay, perform, and discharge, all Liabilities of the City, regardless of when asserted (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):), including: (a) Any Liabilities of the City or the Hospital arising under (i) any liabilities the Assumed Contracts (to the extent arising on or obligations before the Effective Time) and (ii) the Excluded Contracts; for the avoidance of doubt, all Liabilities associated with the Cerner System are Excluded Liabilities; (b) Any Liabilities of the City or the Hospital arising from or relating to the Real Property, other than the Real Property Leases; (c) Any Liabilities of the City or the Hospital by reason of any current failure to comply with the rules and regulations of any Government Reimbursement Program; (d) Any Liabilities of the City or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations Hospital arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result violation of or in connection with the consummation of the Purchaseapplicable Law; (iie) any Taxes, interest, and penalties (i) attributable to Liabilities of the purchased Assets City or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations Hospital arising out of or relating to any contract which is not an Assigned ContractEmployee Benefit Plan of any nature whatsoever maintained or contributed to by the City or the Hospital or each of their respective Affiliates for the benefit of its or their employees (including under the PERS Plans); (vif) any Liabilities of the City or the Hospital for any present (i.e. on the Execution Date or the Closing Date) or former employees, retirees, independent contractors or consultants of the City or the Hospital, including any Liabilities associated with any claims for wages, compensation or other than in connection benefits, bonuses, commissions, paid time off, workers’ compensation, severance, retention, termination, damages, statutory penalties, attorneys’ fees and costs, or any other payments, to the extent arising out of or relating to the employment, retention or termination of employment or services of such Persons (including any Liabilities associated with the City’s or the Hospital’s use, or provision of, contract labor) or any other facts, circumstances or conditions existing on or prior to the Effective Time; (g) Liabilities for Taxes, including (i) any Taxes arising as a result of the operation of the Business after or the Closing Date, any liabilities ownership of the Acquired Assets or obligations arising out of operations the Hospital prior to the Closing Date, Effective Time; (ii) any Taxes that may arise as a result of the transfer and /or relating conveyance of the Acquired Assets pursuant to this Agreement; and (iii) any real property owned, leased, occupied or controlled by Sellerdeferred Taxes of any nature; (viih) Both (i) Agency Settlements, and (ii) Liabilities to Government Reimbursement Programs for overpayments and other financial obligations arising from adjustments or reductions in reimbursement attributable to events, transactions, circumstances or conditions occurring or existing (whether known or unknown) prior to the Effective Time and (iii) as well as all Liabilities associated with any Seller Transaction Expensesprovider number associated with the Business (including CCN and NPI numbers) (“Settlement Payments”). For the avoidance of doubt, the Parties acknowledge that SEARHC does not assume any Liabilities associated with Settlement Payments or, the Agency Settlements, or claims associated with or the existing CCN or NPI Numbers assocaited with the Business; (i) Any accounts payable with respect to the Business or the Hospital, whether or not reflected on the City’s or the Hospital’s books, as of the Closing Date or arising thereafter from the operation of the Business or the Hospital prior to the Effective Time (“Accounts Payable”); (j) With respect to any retrospective settlement of any cost report for an amount less than such original cost report relating to a period ending prior to the Effective Time, all obligations of the City or the Hospital now existing or which may hereafter exist with respect to any payment or reimbursement owed by the City or the Hospital to any Government Reimbursement Program or other payor which is attributable to any period of time ending on or prior to the Effective Timeservices provided, billable or billed, by the Hospital or the City; (k) The aggregate Excess PTO Liability; (l) The City’s or the Hospital’s expenses relating to this Agreement; and (viiim) any liabilities or obligations arising from product All professional liability claims or other claims for which the injury acts or loss giving rise thereto (not just the delivery omissions of the notice of such claims) occurs prior to City, the Closing DateHospital, including specifically all losses caused by its employees or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duecontractors.

Excluded Liabilities. Notwithstanding anything contained herein to the contraryany other provision of this Agreement, Buyer shall not assume, or cause to otherwise be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for (and nothing in this Agreement or any liabilities Ancillary Agreement shall be construed as imposing on Buyer), except for the Assumed Liabilities expressly specified in Section 2.2, any Liabilities of Seller, in each case, whether arising out of occurrences prior to, at or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates Closing Date (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):), which Excluded Liabilities include, without limitation, the following: (A) Any Liability of Seller or its ERISA Affiliates to or in respect of any employee, former employee or other service provider of Seller, including, without limitation, (i) any liabilities Liability under any employment agreement or obligations relating severance plan or agreement, whether or not written, between Seller and any Person (including without limitation under (a) that certain Employment Agreement by and between Seller and Xxxx Xxxxxxx, (b) that certain Employment Agreement by and between Seller and Xxxxxx Xxxxxx, and (c) that certain Employment Agreement by and between Seller and Xxxx Xxxxxxxx, (ii) any Liability under any Employee Plan at any time maintained, contributed to or required to be contributed to by or with respect to Seller or under which Seller may incur Liability, or any contributions, benefits or Liabilities therefor, or any Liability with respect to the withdrawal or partial withdrawal by Seller, any Subsidiary or any ERISA Affiliate from or termination of any Employee Plan and (iii) any claim related in any way to employment, termination of employment, pay equity, equal employment opportunity, discrimination, harassment, retaliation, wrongful termination, immigration, wages, hours, benefits, terms and conditions of employment, collective bargaining, the payment of social security and similar Taxes, occupational health and safety, and plant closing; (B) Any Liability of Seller in respect of any Taxes; (C) Any Liability of Seller arising from any injury to or death of any Person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products manufactured or from services performed by or on behalf of Seller on or prior to the Closing Date; (D) Any Liability of Seller under any Assigned Contract or Assigned Lease (i) that arises after the Closing Date but that arises out of or relates to any Default by Seller that occurred prior to the Closing Date or (ii) that was not incurred by Seller or in the Ordinary Course of Business; (E) Any Liability of Seller under any Contract or Lease that is not an Assigned Contract or Assigned Lease; (F) Any Liability of Seller arising out of or resulting from its compliance or noncompliance with any Law or Order; (G) Any Liability of Seller arising out of or related to any Legal Proceeding against it or any Legal Proceeding which has an adverse effect on the Purchased Assets or the Business and which was asserted on or prior to the Closing Date or to the extent the basis of which arose on or prior to the Closing Date; (H) Any Liability of Seller resulting from entering into, performing its obligations pursuant to or consummating the transactions contemplated by this Agreement or any Ancillary Agreement (including, without limitation, any Liability of Seller pursuant to Article VIII of this Agreement); (I) Any Liability of Seller to or in respect of any former or current or former employee or independent contractor members of Seller or any other holder of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters equity interests of Seller, including, without limitation, relating to this Agreement, any such current Ancillary Agreement or former employee or independent contractor including the transactions contemplated hereby and thereby; (J) Any Liability of Seller for any liabilities or obligations Funded Debt; (K) Any Liability of Seller arising out of any environmental or relating to any employee-related matterhealth and safety claims, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option costs or purchase plan, employment contract, consulting contract, any Employee Benefit Plan damages or any entitlements arising as a result for violation of Environmental Laws or in connection with the consummation of the Purchase; (ii) any Taxes, interest, Occupational Safety and penalties (i) attributable Health Laws pertaining to the purchased Purchased Assets or the Business with respect Business, which relate to any Pre-Closing Period conditions or (ii) imposed on Seller events occurring or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations commencing prior to the Closing Date, and /or including, without limitation, claims, costs or damages relating to any real property ownedEnvironmental, leased, occupied or controlled by SellerHealth and Safety Liabilities; (viiL) Any Liability of Seller for any Seller Transaction Expenses; and (viii) indemnification obligations pursuant to any liabilities claim or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs received prior to the Closing Date, including specifically all losses caused by or arising out of Date with respect to any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities Intellectual Property; (M) Any Liability that are is not an obligation of Seller promptly when dueAssumed Liability.

Excluded Liabilities. Notwithstanding anything contained herein to Except for the contraryAssumed Liabilities, the Buyer shall not assume and under no circumstances shall the Buyer be obligated to pay or assume, and none of the assets of Buyer shall be or cause to be assumedbecome liable for or subject to, any liability, indebtedness, commitment, or be deemed to have assumed obligation of Seller or caused to have assumed or be liable or responsible for any liabilities or obligations (its Wholly Owned Subsidiaries, whether known or unknown, fixed, absolute, matured, unmatured, accrued fixed or contingent, now recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilities: (a) any debt, obligation, expense, or liability that is not an Assumed Liability; (b) claims or potential claims for medical malpractice or general liability relating to events that occurred or arose prior to the Closing Date, but which are made or asserted against any of the Hospital Businesses, Joint Ventures or Converted Ventures for the first time prior to the Closing Date, and any such claim made or asserted before or after the date hereofClosing Date, where such claim (or the circumstances surrounding such claim) could have properly been reported by such Hospital Businesses, Joint Ventures or Converted Ventures to their respective insurance carrier(s) on or prior to the Closing Date; (c) those claims and obligations (if any) specified in Schedule 2.04 hereto; (d) any liabilities or obligations associated with or arising out of any of the Excluded Assets; (e) liabilities or obligations associated with indebtedness for borrowed money (other than Capital Lease Obligations); (f) liabilities and obligations of Seller or its Wholly Owned Subsidiaries in respect of the Hospital Businesses with respect to periods prior to the Closing Date arising under the terms of Government Payment Programs or other third party payor programs, and any liability arising pursuant to Government Payment Programs or other third party payor programs as a result of the consummation of any of its Affiliates (other than the liabilities expressly assumed in transactions contemplated under this Agreement) , including, for the avoidance of doubt, all Medicare and Medicaid Cost Reports, DSH payments or other settlements for all periods prior to the Closing Date, and including, but not limited to, those matters set forth on Schedule 3.05(a) and Schedule 3.05(b); (g) Taxes incurred by the following obligations Hospital Businesses with respect to periods prior to the Closing Date (provided, however, that this clause (g) shall not apply to any and liabilities all Taxes payable with respect to any employee benefits constituting Assumed Liabilities under Section 2.03(c) hereof and any Taxes constituting Assumed Liabilities under Section 2.03(e) hereof); (h) liability for any and all claims by or on behalf of employees of Seller or its Wholly Owned Subsidiaries relating to periods prior to the Closing Date, including, without limitation, liability for any pension, profit sharing, deferred compensation, or any other employee health and welfare benefit plans, liability for any Equal Employment Opportunity Commission claim, Americans with Disability Act claim, Family and Medical Leave Act claim, wage and hour claim, unemployment compensation claim, or workers’ compensation claim, and any liabilities or obligations to former employees of Seller or its Affiliates Wholly Owned Subsidiaries under COBRA (such obligations provided, however, that this clause (i) shall not apply to any and liabilities not assumed hereunder, the “Excluded Liabilities”):all employee benefits constituting Assumed Liabilities under Section 2.03(g) hereof); (i) any obligation or liability accruing, arising out of, or relating to any federal, state, or local investigations of, or claims or actions against, Seller or its Wholly Owned Subsidiaries, the Hospital Businesses, or any of their employees, medical staff, agents, vendors, or representatives with respect to acts or omissions prior to the Closing Date, including, but not limited to, with respect to those matters set forth on Schedule 3.05(a) and Schedule 3.05(b); (j) any civil or criminal obligation or liability accruing, arising out of, or relating to any acts or omissions of Seller, its Wholly Owned Subsidiaries, or their directors, officers, employees, representatives, and agents claimed to violate any Legal Requirements of any Governmental Authority arising out of acts occurring before the Closing Date, including, but not limited to, with respect to those matters set forth on Schedule 3.05(a) and Schedule 3.05(b); (k) liabilities or obligations relating to arising as a result of any current or former employee or independent contractor of breach by Seller or its Wholly Owned Subsidiaries or the Hospital Businesses at any time of its Affiliates any Excluded Contract; (whether or not such employee is hired by Buyer following the Closingl) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of any breach by Seller or relating its Wholly Owned Subsidiaries or the Facilities prior to the Closing Date of any employeeAssumed Contract; (m) any obligation or liability asserted under the federal Xxxx-related matterXxxxxx Act or other restricted grant and loan programs with respect to the ownership or operation of the Hospital Businesses or the Assets; (n) any debt, employee-related payment obligation, collective bargaining contractexpense, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan liability of Seller or any entitlements its Wholly Owned Subsidiaries arising out of or incurred solely as a result of any transaction occurring after the Closing Date or for any violation by Seller or its Wholly Owned Subsidiaries of any law, regulation, or ordinance at any time (including, without limitation, those pertaining to fraud, environmental, health care regulatory, and ERISA matters); (o) all liabilities and obligations relating to any oral agreements, oral contracts, or oral understandings, including those with any referral sources, including, but not limited to, physicians, unless reduced to writing and expressly assumed as part of the Assumed Contracts; (p) any liability arising out of the act of assignment of any of the Assumed Contracts to Buyer at the Closing; (q) the obligations and liabilities arising in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction ExpensesTransfer Act; and (viiir) any all workers’ compensation liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueand its Wholly Owned Subsidiaries.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary set forth herein, Buyer Purchaser shall not assume, be obligated to pay, perform or cause to be assumed, otherwise discharge or be deemed to have assumed or caused to have assumed or in any other manner be liable or responsible for any liabilities Liabilities of, or obligations (Legal Proceeding against, any Sellers or relating to any Purchased Assets, of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise, liquidated or unliquidated, due or to become due, known or unknown, fixedcurrently existing or hereafter arising, absolute, matured, matured or unmatured, accrued direct or contingentindirect, now and however arising (including on the basis of any Law imposing successor liability), whether existing on the Petition Date or arising after thereafter as a result of any act, omission, or circumstances taking place prior to the date hereof) of Seller or any of its Affiliates (Petition Date, in each case other than the liabilities expressly assumed in this Agreement) including, but Assumed Liabilities (all such Liabilities that Purchaser is not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, assuming being referred to collectively as the “Excluded Liabilities”):), including the following: (a) any and all Liabilities of any Sellers under any Contract of Sellers that is not a Purchased Contract, whether accruing prior to, at, or after the Closing; (b) any Liabilities of Sellers, other than the Assumed Employee Liabilities, arising out of, resulting from or relating to (i) the employment or service or termination of employment or service, or the provision of compensation, severance, benefits or payments of any liabilities or obligations relating nature owed to any current or former employee employees, officers, directors or independent contractor service providers of Seller any Seller, whenever arising or (ii) the employment or termination of employment of any of its Affiliates (whether Business Employee by Sellers on or not such employee is hired by Buyer following prior to the Closing, including any gratuity payment, severance, notice or other payment or benefit due on the termination of employment of any such Business Employee by Sellers at the Closing; (c) any Liabilities in respect of any Company Plans that are not Assumed Benefit Plans or Acquired Entity Benefit Plans, whenever arising, and labor matters relating any Liabilities related to any such current employee benefit plan, program, policy, Contract or former employee arrangement (other than Assumed Benefit Plans and Acquired Entity Benefit Plans) sponsored or independent contractor maintained by or contributed to any ERISA Affiliate, including any liabilities such Liabilities arising under successor liability or obligations similar concepts; (d) all Liabilities pursuant to the WARN Act resulting from any action taken by Sellers or Acquired Entities with respect to Business Employees prior to or upon the Closing Date; (e) any and all Liabilities for (i) Taxes related to or arising out of from or relating with respect to any employee-related matterthe Purchased Assets, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option the Assumed Liabilities or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation operation of the Purchase; Business for any Pre-Closing Tax Period, (ii) any Taxes, interest, and penalties (i) attributable Transfer Taxes for which any Seller is responsible pursuant to the purchased Assets Section 10.1 or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related Taxes attributable to the Excluded Assets; (ivf) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliatesall Excluded Environmental Liabilities; (vg) any liabilities and all Liabilities resulting from the failure to comply with any applicable “bulk sales,” “bulk transfer” or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expensessimilar Law; and (viiih) any liabilities Liability of Sellers or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior obligation to the Closing Dateextent relating to an Excluded Asset, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities executory Contracts and unexpired leases that are an obligation of Seller promptly when duenot Purchased Contracts.

Excluded Liabilities. Notwithstanding anything contained herein to the contrary in this Agreement, any Schedule, Exhibit or Annex, any Purchaser Ancillary Agreement or any Seller Ancillary Agreement to the contrary, Buyer and regardless of any disclosure to the Purchasers or the Purchaser Parent, other than the Assumed Liabilities, neither the Purchaser Parent nor any Purchaser shall not assume, agree to pay, discharge or cause to be assumedsatisfy, or be deemed to otherwise have assumed or caused to have assumed or be liable or responsible any responsibility for any liabilities liability or obligations (obligation of any Seller of any kind, character or description whatsoever, whether direct or indirect, known or unknown, fixed, absolute, matured, unmatured, accrued absolute or contingent, now matured or unmatured, insured or uninsured and currently existing or hereinafter arising, including any liability or obligation of any Seller related to the Acquisition, this Agreement or arising after from the date hereof) conduct of Seller the Business or any the ownership of its Affiliates (other than the liabilities expressly assumed Purchased Assets prior to the Closing, whether or not accrued and whether or not such liability or obligation is disclosed in this Agreement) includingAgreement or in any Schedule, but not limited to, the following obligations and liabilities of Seller and its Affiliates Exhibit or Annex hereto (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):). For the avoidance of doubt, Excluded Liabilities include the following: (i) any liabilities all Taxes arising from or obligations relating with respect to the Purchased Assets or the operation of the Business that are incurred in or attributable to any current period, or former employee any portion of any period, ending on or independent contractor prior to the Closing Date; (ii) any liability pursuant to any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing on or prior the Closing Date; (iii) any Indebtedness outstanding as of the Closing Date; (iv) any liability arising from or related to any breach, failure to perform, torts related to the performance of, violations of Law, infringements or indemnities under, guaranties pursuant to and overcharges or underpayments under, any Company Contract prior to the Closing Date; (v) any liability arising from or related to any compliance or noncompliance prior to the Closing Date with any Law applicable to the Seller Parent, any Seller, the Business or the Purchased Assets; (vi) any liability arising from or related to any Action against the Seller Parent, any Seller, the Business or the Purchased Assets pending as of the Closing Date or based upon any action, event, circumstance or condition arising prior to the Closing Date; (vii) any liability incurred by the Seller or any of its Affiliates (whether or not Person other than such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations Purchaser arising out of or relating to any employee-related matterthe negotiation and preparation of this Agreement, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets Purchaser Ancillary Agreements or the Business with respect Seller Ancillary Agreements (including fees and expenses payable to any Pre-Closing Period all attorneys and accountants, other professional fees and expenses and bankers’, brokers’ or (ii) imposed on Seller or any of its Affiliatesfinders’ fees for persons not engaged by such Purchaser); (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice Seller Parent and/or any member of such claims) occurs prior to the Closing DateCompany Group for Taxes, including specifically all losses caused by or arising out for the unpaid Taxes of any alleged designother Person under Treasury Regulations section 1.1502-6 (or any similar provision of Law), manufactureas a transferee or successor, assembly, installation, use by contract or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy otherwise; and (ix) and all Excluded Liabilities that are an obligation of Seller promptly when dueIntercompany Indebtedness.

Excluded Liabilities. Notwithstanding anything contained herein Subject to Sections 1.4(b), neither the contraryPurchasers nor any Designated Adobe Affiliate shall assume or have any responsibility for paying, Buyer shall not assumedischarging or otherwise performing, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) Liability of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates Seller-Related Parties (whether or not such employee is hired by Buyer following related to the ClosingBusiness). Without limiting the generality of the foregoing, neither the Purchasers nor any Designated Adobe Affiliate shall assume or have any responsibility for paying, discharging or otherwise performing any: (i) and labor matters Tax Liability; (ii) Liability for accrued wages, salaries, workers’ compensation, medical or disability benefits, vacation, sick or comprehensive leave benefits of or relating to the employment or termination of any of the Seller Service Providers; (iii) Liability under any Contract with (or other Liability to) any Seller Service Provider; (iv) retirement, pension or profit sharing Liability, Liability under any Seller Service Plan, severance Liability, payment in lieu of notice Liability or Liability arising out of any Legal Requirement owing to any Seller Service Provider in connection with such current Seller Service Provider’s employment or former employee engagement by or independent contractor including Contract with, or the termination of such Seller Service Provider’s employment or engagement by or Contract with, any liabilities of the Seller-Related Parties, as the case may be, or obligations any penalties, fines or other expenses resulting from any compliance issue with any compensation or benefits plan, severance obligation or Legal Requirement; (v) indebtedness of any of the Seller-Related Parties; (vi) Liability arising out of or resulting from the breach of any Contract by any of the Seller-Related Parties or from any violation of any Legal Requirement by any of the Seller-Related Parties; (vii) Liability arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, claim against any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; Seller-Related Parties under any warranty issued by any Seller-Related Party as of the Closing Date on software, products or services included in the Transferred Business Assets; (iiviii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations Liability arising out of under or relating to indebtedness of Seller or any of its Affiliates; (v) Contract that is not an Assumed Business Contract, including any liabilities or obligations licenses for Open Source Code, leases, customer contracts, teaming agreements, including any Liability arising out of or relating to any contract which is not an Assigned claim by any other Person relating to any such Contract; ; (viix) Liability to any shareholder of, member of or any other Person holding options or other interests in, any of the Seller-Related Parties; (x) Liability arising out of or relating to the consummation of any of the Contemplated Transactions; (xi) Liability arising out of or relating to the events, facts, circumstances and other matters disclosed in Part 2.4(j) of the Disclosure Schedule (including in any letter or other document referred to therein); or (xii) other than Liability of any of the Seller-Related Parties. Notwithstanding any provision of TUPE or any other Service Transfer Regulation or Legal Requirement or any Liability that the Purchasers or any of their Affiliates may have to any Governmental Body or other Person thereunder, the Purchasers and their Affiliates shall have no Liability to any of the Sellers or the other Seller-Related Parties (under this Agreement, under any other Transactional Agreement, or otherwise) to assume or have any responsibility for paying, discharging or otherwise performing any Liabilities imposed on any of the Purchasers or their Affiliates by operation of Legal Requirements in connection with the operation any of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing DateContemplated Transactions, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery none of the notice Sellers or other Seller-Related Parties shall, or shall have any right to, bring any claim or Legal Proceeding for breach of Contract or otherwise against any of the Purchasers or their Affiliates as a result of any failure on the part of any of the Purchasers or their Affiliates to assume, pay, discharge or otherwise perform any of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueLiabilities.

Excluded Liabilities. Notwithstanding anything contained herein to the contraryforegoing, Buyer shall not assume, or cause to be assumed, -------------------- assume or be deemed obligated to have assumed pay, perform or caused to have assumed or be liable or responsible for any otherwise discharge the following liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “"Excluded Liabilities”"): (ia) any Any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation respect of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Excluded Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on other assets of Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded which are not Assets; (ivb) any Any liabilities or obligations arising out retained by Seller pursuant to Section 11.2 of or relating to indebtedness of Seller or any of its Affiliatesthis Agreement; (vc) Any obligation in respect of income Taxes imposed by any liabilities or obligations arising out of or jurisdiction relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities period ending on or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (viid) any Seller Transaction Expenses; and (viii) any Except to the extent specifically allocated to Buyer in this Agreement, all liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice Seller associated with the use or operation of such claimsthe Assets or the business conducted with the Assets on or prior to the Closing; (e) occurs Any liabilities or obligations of Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreements or any other agreement entered into by Seller to facilitate the transactions contemplated herein or therein; (f) Any wages, overtime, employment taxes, severance pay, transition payments in respect of employees, vacation pay, workers compensation benefits or other similar obligations arising or accruing prior to the Closing Date, including specifically all losses caused by without limitation, those obligations of Seller set forth in Section 10.6, or liabilities or obligations relating to personal injury, death, discrimination, wrongful discharge, unfair labor practice, grievance or similar claim or cause of action accruing prior to or on or arising out of any alleged design, manufacture, assembly, installation, use events on or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether ; (g) Any liabilities or obligations of Seller arising from the commencement of any related litigation, arbitration, investigation, proceeding breach by Seller on or claim occurs before or after prior to the Closing Date of any term or provision of any contract, instrument or agreement relating to any of the Assets; or (h) Any liabilities or obligations arising or accruing under any Employee Benefit Plan, or under any employee benefit arrangement that is not an Employee Benefit Plan, including, but not limited to the plans listed on Schedule 3.14 hereof, any employment or consulting agreement, any arrangement ------------- providing insurance benefits, any incentive bonus or deferred bonus 6 arrangement, any arrangement providing termination allowances, retirement, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice (i) which is maintained, contributed to or required to be contributed to by Seller shall satisfy all Excluded Liabilities that are or any entity that, together with Seller as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code, an obligation "ERISA Affiliate" (as defined in ERISA), or under which Seller or any ERISA Affiliate may incur any liability and (ii) which covers the employees, former employees, directors or former directors of Seller promptly when dueor any ERISA Affiliate (referred to collectively as "Benefit Plans").

Excluded Liabilities. Notwithstanding anything contained herein in Section 2.03 above and notwithstanding anything to the contrarycontrary contained in this Agreement, Buyer shall not assumeassume any Liabilities of Seller other than Assumed Liabilities (“Excluded Liabilities”). Excluded Liabilities shall include, without limitation, the following: (a) all Liabilities, whether absolute, accrued, contingent or cause otherwise, for Taxes (i) relating to be assumedSeller or, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities taxable period (or obligations any portion thereof) ending on or prior to the Closing Date, any aspect of the Business or operations or (whether known ii) resulting from the transactions contemplated by this Agreement; (b) all Liabilities of any kind existing as of the Closing Date of a nature properly characterized under the Accounting Principles as an inter-company liability or unknown, fixed, absolute, matured, unmatured, accrued otherwise owed or contingent, now existing or arising after owing by the date hereof) of Business to Seller or any of its respective Affiliates; (c) all Liabilities relating to current or former employees, managers, directors, agents, consultants or other independent contractors of Seller or ERISA Affiliates, whether or not such Persons are or are otherwise employed by or perform other services for Buyer or its respective Affiliates after the Closing, relating to services performed, benefits accrued or claims accrued or incurred on, prior to or after the Closing, including, without limitation all severance, bonus, damages for wrongful dismissal, paid-time-off, accrued vacation, and other post-termination payments, but excluding Liabilities relating to Transferred Business Employees for services performed for Buyer after the Closing (other than Liabilities for which Seller is responsible under the liabilities expressly assumed HRS Agreement); (d) except for Current Liabilities taken into account in this Agreement) calculating the Closing Working Capital hereunder, all Liabilities relating to or arising under each Benefit Arrangement at any time before, on or after the Closing Date, including, but not limited to, any liability or obligation (i) under or for any employment agreement, offer letter or similar arrangement, compensation, bonus, retention, change of control, commission or fee sharing arrangement, stock option, incentive, deferred compensation, accrued payroll, accrued vacation pay, sick leave, severance, worker’s compensation, unemployment compensation, employee welfare or retirement benefits, and (ii) for the following obligations and liabilities provision of healthcare continuation coverage under COBRA or any other Law to current or former employees of Seller and its or ERISA Affiliates (or beneficiary thereof); (e) all Liabilities directly or indirectly based upon, arising out of, resulting from or relating to any act, omission, event, condition or circumstance occurring or existing, in connection with any aspect of the Business or the Purchased Assets or otherwise, as of or prior to the consummation of the Closing and that (i) were not incurred in the Ordinary Course of Business or (ii) relate to, or are the subject of, any inaccuracy in any representation or breach of any warranty made by Seller in this Agreement or any Seller Document; (f) all Liabilities arising out of any Legal Proceeding, inquiry, claim, Order or investigation by or before any Governmental Authority arising out of events, transactions, facts, circumstances, acts or omissions which, to Seller’s knowledge, occurred or existed or was commenced prior to or on the Closing Date; (g) all Liabilities arising out of (i) any Contract with Seller, other than an Assumed Contract or (ii) any Assumed Contract to the extent that such obligations Liabilities are based upon, arise out of, result from or relate to, Seller’s breach of, or non-compliance with, any provision of an Assumed Contract; (h) all Liabilities that Seller may have with respect to the negotiation, preparation and liabilities not assumed hereunder, execution of this Agreement and the “Excluded Liabilities”):consummation of the transactions contemplated hereby; (i) any liabilities or obligations all Liabilities relating to the infringement, violation or an unauthorized use or misappropriation of any current or former employee or independent contractor Intellectual Property of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations third party arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations events occurring prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viiij) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or Liabilities arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueRetained Assets.

Excluded Liabilities. Notwithstanding anything contained herein any other provision of this Agreement, the Acquiror is not assuming (directly or indirectly by merger, entity acquisition or acquisition of shares) or agreeing to the contrary, Buyer shall not assume, pay or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or discharge any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations Liabilities, each of which shall be retained and liabilities shall be paid, performed and discharged when due by RAI or one of Seller and its Affiliates the other Sellers (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) all Liabilities arising out of or in connection with any liabilities Action (whether commenced before, on or obligations after the Closing Date) to the extent relating to the development, manufacture, packaging, labeling, production, delivery, sale, resale, distribution, marketing, promotion, use or consumption of, or exposure to, tobacco products, including smoking and health-related claims, in each case, to the extent relating to the period ending on the Closing Date and related to one or more of the Acquired Tobacco Cigarette Brands (such Liabilities, collectively the “Seller Tobacco Liabilities” and each a “Seller Tobacco Liability”); (ii) any current or former employee or independent contractor Indebtedness of Seller RAI, Lorillard or any Affiliates of its Affiliates RAI or Lorillard; (whether iii) (A) all Liabilities of RAI, Lorillard or not such employee is hired by Buyer following the Closingany Affiliate of RAI or Lorillard in respect of any Tax for any Tax period, and (B) and labor matters relating to all Liabilities for any such current or former employee or independent contractor including any liabilities or obligations Tax otherwise arising out of or relating to any employee-related matterthe Transferred Assets, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets Assumed Liabilities or the Business with respect to operation or conduct of RAI and Lorillard’s respective businesses for any Pre-Closing Period Tax Period, in each case including any obligation to indemnify or (ii) imposed on Seller otherwise assume or any of its Affiliates; (iii) any liabilities or obligations related succeed to the Excluded AssetsTax Liability of any other Person; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or Liability associated with any of its AffiliatesExcluded Asset; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contractall Straddle Tobacco Action Liabilities; (vi) other than all Liabilities (whether accruing before, on or after the Closing Date) to the extent arising from or relating in any way to Environmental Laws or environmental, health or safety matters and to the conduct of the Business during the period ending on the Closing Date, including any Liabilities arising from or relating in any way to: (A) any actual or alleged non-compliance with Environmental Laws or Environmental Permits in connection with the Business; (B) any actual or alleged presence or Release of or exposure to Hazardous Materials, or any other actual or alleged environmental conditions in, on, at, under or migrating to or from (1) the Transferred Real Property on or prior to the Closing Date or (2) any real property formerly owned, leased or occupied in connection with the Transferred Assets or any closed, divested or discontinued businesses or operations; (C) any off-site shipment, treatment, recycling, storage, or disposal of Hazardous Materials or other waste or materials from the Transferred Real Property or otherwise in connection with the Business or its closed, divested or discontinued business or operations; (D) any personal injury, property damage, natural resources or other Actions relating to any of the foregoing, but excluding any Acquiror Tobacco Liabilities; and (E) any asbestos or asbestos-containing materials present in, on, at, under or about any of the Transferred Real Property; (vii) all Liabilities arising under any of the Assumed Contracts (other than the Assumed CBAs or Assumed Contracts related to the blu Brand Business), to the extent such Liabilities relate to the operation or conduct of the Business during the period ending on the Closing Date; (viii) subject to the Agreed Assumption Terms, all Liabilities (whether accruing before, on or after the Closing Date) under the State Settlements to the extent relating to the period ending on the Closing Date, including any recalculation or redetermination after the Closing of amounts due for the period ending on the Closing Date, and all Liabilities (whether accruing before, on or after the Closing Date) under the State Settlements for brands other than the Acquired Tobacco Cigarette Brands; (ix) all Seller Plaintiff Fees; (x) any Liability arising out of, or related to, the RAI PR Employees and the Lorillard Employees, in each case, who are not Transferred Employees, and any Liability relating to the employee benefit plans, programs, arrangements and agreements and policies, and any trusts or other assets related thereto, that is not expressly assumed by the Acquiror pursuant to Exhibit D hereof; (xi) all obligations of the Sellers under this Agreement and any other Transaction Agreement; and (xii) all other Liabilities, whether accruing before, on or after the Closing Date, any liabilities to the extent not constituting an Assumed Liability or obligations not arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied operation or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery conduct of the notice of such claims) occurs prior to Lorillard Business, the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory PR Business or the Business prior to Transferred Assets following the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueClosing.

Excluded Liabilities. Notwithstanding anything else contained herein to the contraryin this Agreement or in any other Transaction Document, Buyer shall not assumeassume any Liabilities of Seller other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including the following: (i) Indebtedness; (ii) Seller Transaction Expenses; (iii) any (A) Taxes of Seller, any stockholder of Seller, or cause any of their Affiliates for any taxable period and (B) Taxes relating to be assumedthe Business or the Acquired Assets or the Assumed Liabilities for any taxable period ending on or prior to the Closing Date; provided, however, excluding (x) Transfer Taxes payable by the Buyer pursuant to Section 8.4(d), (y) Taxes included in Section 2.1(c)(iv) as Assumed Liabilities, and (z) Taxes resulting from any transactions occurring on the Closing Date after the Closing outside of the Ordinary Course of Business; (iv) any claims of any direct or indirect equity holder of Seller or any Affiliate, heir, beneficiary, successor or assign of such equity holder or any of its Affiliates, against Seller or Buyer as successor or transferee to Seller; (v) the Excluded Assets; (vi) any Liabilities arising out of or in connection with any Proceeding to the extent it relates to facts or events occurring prior to Closing, including (i) any Proceeding instituted or involving Xxxxxxx (Xxxx) Short, (ii) any Proceeding instituted against or involving Artisan Consumer Services, LLC, a Texas limited liability company, RTO Fleet Management LLC, a Texas limited liability company, Artisan Acquireco, LLC, a Texas limited liability company, or any other direct or indirect subsidiary or Affiliate of Seller, or (iii) any matters that are or should be deemed set forth on Schedule 4.10; (vii) any obligations under any Applicable Laws relating to have assumed acts, omissions, circumstances or caused conditions to have assumed the extent existing or be liable or responsible for any liabilities or obligations arising (whether then known or unknown) on or prior to the Closing Date, fixedwhether or not such acts, absoluteomissions, maturedcircumstances or conditions constituted a violation of any Applicable Laws as then in effect; (viii) any claims of any current or former employee or contractor of Seller including (a) compensation, unmaturedbonus, accrued commission, severance, termination, vacation, pension and other payments and benefits (including post-retirement benefits, payroll expenses and any Liability for termination of, any collective bargaining Contract or contingentpension plan), now existing whether owing under any severance policy, and employment Contract, collective bargaining Contract, any Employee Benefit Plan or otherwise, (b) personal injury, worker’s compensation or disability claims allegedly arising after the date hereof) of during employment or engagement by Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreementregardless of when such claim is made or asserted), (c) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller equity-based awards or any of its Affiliates profit sharing, equity appreciation right or phantom equity awards or (whether or not such employee is hired by Buyer following the Closingd) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan under WARN or any entitlements arising as a result of or in connection with the consummation of the Purchasesimilar Applicable Laws; (iiix) any TaxesLiabilities under any Contract occurring prior to Closing, interestby reason of or for any default, and penalties (i) attributable to the purchased Assets breach or the Business with respect to any Pre-Closing Period penalty, whether known or (ii) imposed on Seller or any of its Affiliatesunknown; (iiix) any liabilities Liabilities of or obligations related to the Excluded AssetsBusiness; (ivxi) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliatesunder all Excluded Contracts; (vxii) any liabilities Liabilities associated with making, servicing or obligations arising out of facilitating loans, or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expensesproviding underwriting advisory services for loans; and (viiixiii) any liabilities Liability of or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of associated with any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueEmployee Benefit Plan.

Excluded Liabilities. Notwithstanding anything contained herein Other than the Assumed Liabilities, all liabilities, liens and other obligations of Seller, including, solely to the contraryextent arising prior to the Closing Date, Buyer shall not assume, those relating to the Business or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations the Purchased Assets (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”): ), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of Seller with respect to any indebtedness for borrowed money, (ii) any liability of Seller arising out of any threatened or pending litigation or other claim to the extent arising from the Business or Purchased Assets prior to the Closing, provided that the claim does not arise from an act or omission occurring on or after the Closing Date, (iii) any liabilities of Seller to the members of Seller (“Members”) or obligations any affiliates of a current or former Member, or other equity owners of Seller, (iv) except as itemized on Schedule 1.2(a) or relating to employees or independent contractors hired or otherwise engaged by Buyer for periods after the Closing Date, any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former employee or officers, directors and other employees and independent contractor contractors of Seller, (v) any liability for costs and expenses of Seller in connection with negotiating, documenting and/or closing this Agreement or any transactions contemplated hereby, (vi) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of its Affiliates Seller and (whether or not such employee is hired by Buyer following the Closingvii) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations environmental liability arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Dateor Seller’s leasing, whether the commencement ownership or operation of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all real property. All Excluded Liabilities that are an obligation shall be the responsibility of Seller promptly when dueSeller.

Excluded Liabilities. Notwithstanding anything contained herein to Except for the contraryAssumed Liabilities, Buyer shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible obligated for any liabilities of Seller’s and/or Shareholder’s past, present or obligations (future Liabilities and nothing in this Agreement shall be construed in any manner to constitute an assumption by Buyer of any such Liability of Seller and/or Shareholder. Except for the Assumed Liabilities, Seller and Shareholder shall retain and pay and perform when due all of its Liabilities, secured or unsecured, whether known or unknown, fixedasserted or unasserted, absolute, maturedaccrued, unmaturedcontingent or otherwise, accrued and whether due or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates to become due (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):). Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following Liabilities, but notwithstanding anything in the following to the contrary, specifically do not include any Mutual Contracts Liabilities: (a) all Liabilities of Seller, Shareholder, and/or any of their respective Affiliates (i) under any liabilities pension, profit sharing, savings, retirement, health, medical, life, disability, dental, accrued personal time off (PTO), deferred compensation, stock option, bonus, incentive, retention, golden parachute, severance pay, group insurance or obligations relating other similar Employee Benefit Plans or arrangements, or under any policies, handbooks, or custom or practice, collective bargaining agreement, or any employment agreements, whether express or implied, applicable to any current of Seller’s and/or Shareholder’s employees at any time through the Closing, and any assessments, fines, penalties or former monetary damages arising out of the operation of such plans, agreements, policies or other arrangements; (ii) for any other compensation or benefits, payable or in the future to be payable to any past or present employee or independent contractor of Seller or any of its Affiliates and/or Shareholder; and (whether or not such iii) employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities classification; provided, however, , Buyer would be liable for the severance payment as set forth on Schedule 2.11(a) to the extent such obligation is triggered by Buyer’s actions (the “Double Trigger Severance Obligation”); (b) all other Liabilities with respect to or obligations arising out of or relating to employment of any employee-related matteremployees by Seller, employee-related payment obligationShareholder, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets and/or their respective Affiliates or the Business with respect to any Pre-Closing Period termination of such employees by Seller, Shareholder, and/or their Affiliates whether prior to, on or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date; provided, however, Buyer shall be solely liable for any liabilities or obligations Double Trigger Severance Obligation; (c) all Liabilities arising out of operations prior claims alleging damage to the Closing Dateenvironment or violation of Environmental, Health and /or relating Safety Laws with respect to the conduct of the Business or the use, occupation, ownership or operation by Seller, any of Seller’s predecessors, and/or any of its or their Affiliates of real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically any Liabilities under any Environmental, Health and Safety Laws; (d) all losses caused by or Liabilities of Seller and/or Shareholder arising out of any alleged designAction pending or threatened in writing as of the Closing Date, manufactureincluding without limitation, assemblyXxxxx Quivsky v. Intevac, installationInc., use Intevac Photonics, Inc., and Does 1-100, Case No.: 20CV368343, Superior Court of the State of California for the County of Santa Xxxxx; (e) all Liabilities of Seller in respect of the borrowing of money or sale issuance of any products manufactured by note, bond, indenture, loan, credit agreement or other evidence of indebtedness, whether or not disclosed in this Agreement or otherwise; (f) all Liabilities for (i) Taxes of Seller, Shareholder, and/or any of their respective Affiliates or relating to the Factory Business, the Purchased Assets or the Business Assumed Liabilities for any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date as determined pursuant to Section 2.9(b); or (ii) other Taxes of Seller, Shareholder, and/or any of their respective Affiliates of any kind or description (including any Liability for Taxes of Seller, Shareholder, and/or any of their respective Affiliates 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); (g) all Liabilities not occurring in the ordinary course of business in respect of returns, recalls, retrofits, and warranty claims for products designed, manufactured, assembled, sold or delivered, or services provided by Seller or any of Seller’s predecessors prior to the Closing Date; (h) all Liabilities arising out of, whether in respect of or in connection with the commencement failure by Seller, Shareholder, and/or any of their respective Affiliates to comply with any related litigationLaws; and (i) all Liabilities of Seller, arbitrationShareholder, investigationand/or any of their respective Affiliates arising out of, proceeding under or claim occurs before or after in connection with any of the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueAssets.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement or any of the other Transaction Documents, Buyer shall except as specifically provided herein, and regardless of whether such Liability is disclosed in this Agreement or in any of the other Transaction Documents, the Buyer, its assigns and its Affiliates, will not assume, agree to pay, perform or cause to discharge or in any way be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after and all Liabilities of the date hereof) of Seller Business or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) Selling Party, including, but not limited towithout limitation, the following obligations and liabilities of Seller and its Affiliates any Liabilities whatsoever relating, directly or indirectly, to any (such obligations and liabilities not assumed hereundera) trade creditors, the “Excluded bank debt, payroll or payroll tax Liabilities”): (i) any liabilities or obligations relating , payments due to any current or former employee of the Seller for amounts due under any bonus plan or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating incentive arrangement, income tax Liabilities, severance Liabilities to any such current or former employee of the Seller, Liabilities with respect to any vacation pay, sick pay, profit sharing or 401(k) contribution, Liabilities arising out of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law (collectively, the “WARN Act”), or any other Liabilities relating to the Seller’s current or former employees (including temporary and leased employees) and independent contractor including contractors; (b) any liabilities Liabilities with respect to any Employee Benefit Plan or obligations Taxes; (c) any environmental claims or Liabilities arising out of or relating to the past, present or future acts or omissions of the Seller, or any environmental claims or Liabilities arising out of or relating to any employee-related matterpast, employee-related payment obligationpresent or future condition or contamination, collective bargaining contractincluding, labor negotiationwithout limitation, severance costthe presence of any Hazardous Materials, pension planon any of the Real Property, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option which condition or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a contamination was not the direct result of or the Buyer’s actions; (d) any contractual Liabilities relating to any existing facilities used in connection with the consummation Business, except to the extent expressly assumed by the Buyer in this Agreement; (e) any Liability of any Selling Party for Taxes for any period including any costs, and expenses incurred in connection with this Agreement; (f) the Liability, if any, of any Selling Party under any “bulk sales” or similar law or statue relating to the transfer of the Purchase; Assets hereunder; (iig) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business Liabilities for Taxes with respect to the Assets for any Pre-Closing Period period (or (iiportion thereof) imposed ending on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; ; (viih) any Seller Transaction Expenseslitigation involving any Selling Party; and (viiii) any liabilities Liabilities of Seller with respect to Seller’s failure to (A) comply with sales tax laws, or obligations arising from product liability claims for which the injury (B) collect sales tax in connection with any of their auctions on or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date; (j) any Liability of any Selling Party under the Excluded Real Property Leases; and (k) any Liabilities of Seller related to, including specifically all losses caused by or arising out of any alleged designof, manufactureor in connection with, assembly, installationSeller’s ownership, use or sale operation, of any products manufactured by the Factory Assets or the conduct of the Business on or prior to the Closing Date, whether ; all such Liabilities are defined herein as the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all “Excluded Liabilities that are an obligation of Seller promptly when dueLiabilities.”

Excluded Liabilities. Notwithstanding Seller acknowledges and agrees that, notwithstanding anything contained herein to the contrarycontrary that may be set forth in this Agreement, neither Buyer nor any of its Affiliates shall assume, take subject to, or in any way become liable for (and shall not assume, or cause to be assumed, or be deemed to have assumed assumed, taken subject to, or caused to have assumed in any way become liable for) any of Seller's debts, obligations or be liable other liabilities of any nature whatsoever, whether accrued, absolute or responsible for any liabilities or obligations (contingent, whether known or unknown, fixedwhether due or to become due, absolutewhether or not related to the Business or the Purchased Assets, maturedand regardless of when or by whom asserted, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (but in all cases other than the liabilities expressly assumed in this Agreement) including, but not limited toAssumed Liabilities (collectively, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “"Excluded Liabilities”):"), including the following: (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchaseaccounts payable; (ii) any Excluded Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities under Contracts and Permits assigned to Buyer pursuant to Section 2.1 arising out of or obligations related in connection with any breach or default, or any other event or circumstance, occurring or existing prior to the Excluded AssetsClosing Date which with notice or passage of time would constitute a default; (iv) any current or contingent liabilities or obligations at any time arising out of, relating to or incurred in connection with the employment or service with or termination of employment or service from Seller or any of its Affiliates of any Person, including any such liabilities or obligations relating to any workers' compensation claims or insurance; (v) any liabilities arising out of or in connection with any Contracts set forth on the attached Excluded Contracts Schedule; (vi) any liabilities with respect to any of the Excluded Assets (including under any contracts, leases, commitments or understandings related thereto); (vii) any current or contingent liabilities or obligations at any time relating to indebtedness or arising under or in connection with any "employee benefit plan" (as defined in Section 3(3) of ERISA) or any other benefit or compensation plan, program, agreement, contract or arrangement at any time maintained, sponsored or contributed or required to be contributed to by Seller or any of its Affiliates, or with respect to which Seller or any of its Affiliates has any current or contingent liability or obligation; (viii) any current or contingent liabilities or obligations relating to employees of Seller or any of its Affiliates; (vix) liabilities (express or implied) relating to products or services provided, shipped or sold prior to the Closing Date; (x) liabilities related to use of Software prior to the Closing Date; (xi) any liabilities relating to infringement or obligations misappropriation of any Intellectual Property arising out of or relating in connection with any event or circumstance occurring or existing prior to the Closing Date (but not including any contract which is not an Assigned Contractliability arising from Buyer’s or Parent’s acts or omissions after Closing other than use of the Software); (vixii) other than in connection with the operation of the Business after the Closing Date, any liabilities with respect to any violation of Law relating to or obligations arising out of operations from underlying facts, events or conditions first caused, first created or first existing prior to the Closing Date, and /or relating irrespective of whether such liability attaches to Buyer or Seller in the first instance (but not including any real property owned, leased, occupied liability arising from Buyer’s or controlled by Seller; (vii) any Seller Transaction ExpensesParent’s acts or omissions after Closing); and (viiixiii) any liabilities or obligations arising from product other liability claims for which not expressly assumed by Buyer pursuant to Section 2.2(a). Seller hereby acknowledges that it is retaining the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing DateExcluded Liabilities, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date and Seller shall satisfy pay, discharge and perform all such Excluded Liabilities that are an obligation of Seller promptly when duethey become due and payable in accordance with their respective terms. For purposes of this Section 2.2(b), "Seller" shall include Seller, its Affiliates and predecessors and any Person with respect to which Seller is a successor-in-interest (including by operation of law, merger, liquidation, consolidation, assignment, assumption or otherwise).

Excluded Liabilities. Notwithstanding anything contained herein any provision in this Agreement or any other writing to the contrary, neither Buyer shall not assume, nor any of its Affiliates is assuming any liability or cause to be assumed, obligation of Seller (or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) predecessor of Seller or any prior owner of all or part of its Affiliates (businesses or assets) of whatever nature, whether presently in existence or arising hereafter, other than the Assumed Liabilities. All such liabilities expressly assumed in this Agreement) including, but not limited to, the following and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and its Affiliates (such obligations and liabilities not being assumed hereunder, being herein referred to as the “Excluded Liabilities”):). Notwithstanding any provision in this Agreement or any other writing to the contrary and without limiting the generality of the foregoing, the Excluded Liabilities shall include: (i) any all liabilities or and obligations relating to any current or former employee or independent contractor of Seller Seller, or any member of its Affiliates (whether any consolidated, affiliated, combined or not such employee unitary group of which Seller is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matterhas been a member, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or for Taxes; provided that Transfer Taxes incurred in connection with the consummation of transactions contemplated by this Agreement and Apportioned Obligations shall be paid in the Purchasemanner set forth in Section 5.6(b) hereof; (ii) all liabilities and obligations relating to employee benefits or compensation arrangements in relation to Seller, whether relating or attributable to, or arising during, the period before or after Closing, including all liabilities or obligations under any Taxesemployee benefit agreements, interest, and penalties (i) attributable to the purchased Assets plans or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliatesother arrangements; (iii) all liabilities and obligations arising from any liabilities Action relating to Seller, the Purchased Assets or obligations related to the Excluded AssetsLicensed Assets pending before any arbitrator or Governmental Authority; (iv) any all liabilities or and obligations arising out of or relating to indebtedness or arising from any asset, property or business of Seller that is not a Purchased Asset or any of its Affiliatesa Licensed Asset, whether relating or attributable to, or arising during, the period before or after Closing; (v) any all liabilities and obligations relating or obligations arising out of or relating attributable to any contract which is not an Assigned Contract;owned, leased or operated Purchased Asset or Licensed Asset prior to Closing, including in relation to any contract, agreement, lease, license, commitment, sales or purchase order or other instrument; and (vi) other than all liabilities and obligations in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior relation to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueMagnolia.

Excluded Liabilities. Notwithstanding anything contained herein to Except for the contraryAssumed Liabilities, Buyer Xxxxxxx Wales shall not assumeassume or be obligated to pay, perform, or cause to be assumeddischarge any liability, obligation, debt, charge, or be deemed to have assumed expense of BHC or caused to have assumed BDML of any kind, description, or be liable or responsible for any liabilities or obligations (character, whether known or unknown, fixedaccrued, absolute, maturedcontingent, unmaturedor otherwise, or whether or not disclosed to Xxxxxxx and/or Xxxxxxx Wales in this Agreement, the Disclosure Schedule (defined below) or otherwise, which is outstanding on, accrued or contingentreferable to the period up to the Completion Date in relation to the Operation, now existing or arising after (collectively, the date hereof) "Excluded Liabilities"). Without limiting the generality of Seller or any of its Affiliates (other than the liabilities expressly assumed foregoing, and subject to anything to the contrary contained in this Agreement, and the Assumed Liabilities, Xxxxxxx Wales shall not assume or be obligated to pay, perform, or discharge any liability, obligation, debt, charge, or expense of BDML or BHC, and BDML or BHC, as applicable, shall remain unconditionally liable for, the following: (a) any liability related to income, payroll, withholding, sales or any other tax related to the Transferring Assets or the conduct of the Operation relating to the period up to the Completion Date, including, but not limited to, any interest or penalties related thereto (other than bonus payments payable to the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, Employees for the “Excluded Liabilities”):period 01 January 2006 to 31 December 2006); (ib) any liabilities liability relating to indebtedness of BDML or obligations the Operation or to the Employees (who by way of example and without limitation, may manufacture, service, market, sell, handle, ship, clean, maintain, administer, manage or otherwise perform activities relating to the Transferring Assets) relating to the period up to the Completion Date (other than bonus payments payable to the Employees for the period 01 January 2006 to 31 December 2006); (c) any liability relating to any current disease, illness, or former employee or independent contractor of Seller or any of its Affiliates injury (whether occurring before or not such employee is hired by Buyer following after the ClosingCompletion Date) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising that arises out of or results from any act, omission or occurrence related to the conduct of the Operation prior to the Completion Date, including any liability for products liability claims (whether arising before or after the Completion Date) for goods or services sold and/or delivered before the Completion Date, except to the extent that such liability arises out of, or results from, or is increased by any act or omission of Xxxxxxx and/or Xxxxxxx Wales after the Completion Date; (d) any liability (including, but not limited to, any liability arising from any implied warranty or breach thereof) caused by BDML and relating to the Transferring Assets or the conduct of the Operation arising prior to the Completion Date, including, without limitation, for services performed or, goods manufactured directly or indirectly, sold, or distributed by the BDML prior to the Completion Date; and (e) any employee-liability related matterto any violation of any law, employee-statute, rule or regulation that arises out of or results from any act, omission or occurrence related payment obligationto any part of the conduct of the Operation and/or the Transferring Assets prior to the Completion Date, collective bargaining contractincluding, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contractbut not limited to, any Employee Benefit Plan or any entitlements claims arising as a result of from or in connection with the consummation any employment relationship, such as claims for wrongful dismissal, breach of the Purchase; (ii) any Taxesemployment contracts, interestsexual harassment or racial or gender discrimination, defamation or libel, personal injury claims, and penalties (i) attributable any claims arising under any governing law or regulation relevant to the purchased Assets employment relationship, except any such liability that arises out of, or results from, or is increased by any act or omission of Xxxxxxx and/or Xxxxxxx Wales after the Business Completion Date or with respect to any Pre-Closing Period or (ii) imposed on Seller or any which Xxxxxxx Wales is obliged to indemnify BDML pursuant to clause 15.2.2 of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expensesthis Agreement; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due.

Excluded Liabilities. Notwithstanding anything contained herein Buyer does not assume or agree to the contrarypay, Buyer satisfy, discharge or perform, and shall not assumebe deemed by virtue of the execution and delivery of this Agreement or any document delivered in connection with this Agreement, or cause as a result of the consummation of the transactions contemplated by this Agreement or otherwise to be have assumed, or be deemed to have assumed agreed to pay, satisfy, discharge or caused to have assumed or be liable or responsible for perform any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (Employer other than the Assumed Liabilities (all such liabilities expressly assumed in this Agreement) including, but not limited to, the following and obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, by Buyer referred to herein as the “Excluded Liabilities”):). Without limiting the generality of the foregoing, Buyer shall not assume any of the following: (ia) any liabilities liability or obligations obligation relating to, arising out of or incurred in connection with the Excluded Assets, whether before, on or after the Closing; (b) if the Bellows Falls Option has been exercised and the transactions contemplated by the Bellows Falls Option Agreement have been consummated prior to the Closing, any liability or obligation arising in connection with the Bellows Falls Project (other than under the Bellows Falls Option Agreement and the Bellows Falls Agreements); (c) any liability or obligation listed in Schedule 3.2(c); (d) any accounts payable arising prior to the Closing Date (whether invoiced prior to, on or after the Closing Date); (e) any liability or obligation to or with respect to any current employee or former employee or independent contractor of Seller to or any of its Affiliates (whether with respect to an employee benefit plan, program, policy or not such employee is hired arrangement, except to the extent assumed by Buyer following pursuant to Section 10.3; (f) any liability or obligation arising from the Closing) performance prior to the Closing of the Assigned Contracts and labor matters the Leases relating to any such current or former employee or independent contractor including any liabilities or obligations to, arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or incurred in connection with any breach of contract, breach of warranty, tort, infringement or violation of Law or other similar event or occurrence prior to the consummation of the PurchaseClosing; (iig) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Indebtedness of Seller or any of its Affiliates;Employer; and (iiih) any liabilities liability or obligations related to the Excluded Assets; obligation (ivincluding any Environmental Costs and Liabilities) any liabilities or obligations relating to, arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than incurred in connection with the operation of the Business after or the Closing Date, any liabilities or obligations arising out ownership of operations the Transferred Assets prior to the Closing Date. For purposes of clarity, the foregoing is not intended to, and /or relating to shall not, relieve Buyer of any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any of its liabilities or obligations arising from product liability claims for which the injury hereunder or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of under any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duedocument delivered in connection with this Agreement.

Excluded Liabilities. Notwithstanding anything contained herein to Except for the contraryAssumed Liabilities, Buyer Purchaser does not assume and shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (of Seller, of any kind or nature, whether or not relating to the Business or the Purchased Assets, whether known or unknown, fixed, absolute, maturedaccrued, unmaturedcontingent or otherwise, accrued or contingentwhether due or to become due, now existing arising out of events or arising transactions or facts occurring on, prior to, or after the date hereof) of Seller or any of its Affiliates Effective Date (other than collectively the liabilities expressly assumed in this Agreement) “Excluded Liabilities”), including, but not limited to, the following Excluded Liabilities: (a) all liabilities and obligations and liabilities of any kind existing as of the Effective Date owed or owing by the Business to any shareholder of Seller and/or any affiliate of Seller; (b) all liabilities and its Affiliates obligations relating to current or former employees, agents, consultants or other independent contractors of the Seller, whether or not such persons are employed by the Purchaser after the Effective Date, relating to services performed, benefit accruals or claims accrued or incurred prior to the Effective Date or with respect to employee benefit plans, programs or arrangements at any time on or after the Effective Date, including but not limited to, any “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, (such “ERISA”) and all retirement, stock, stock option, welfare benefit, savings, deferred compensation, incentive compensation, paid time off, severance pay, salary continuation, disability, fringe benefit, compensation, accrued payroll, accrued vacation pay, sick leave, severance, worker's compensation, unemployment compensation, employee welfare or retirement benefits (including any liability or obligation of the Seller under any welfare plan or policy for continuing health coverage), and other employee benefit arrangements, plans, policies, or practices maintained, contributed to, or required to be contributed by the Seller or any ERISA Affiliate (defined as any person, entity, any trade or business (whether or not incorporated) that is treated as a single employer with the Seller under Section 414 of the Code) or with respect to which the Seller or any ERISA Affiliate may have any liability (collectively the "Benefit Plans") or obligations under any employment agreement or arrangement, liabilities under the Worker Adjustment and Retraining Notification (“WARN”) Act and obligations or agreements to rehire or give preferential treatment to laid-off or terminated employees; (c) all liabilities not assumed hereunderand obligations, whether absolute, accrued, contingent or otherwise, for federal, state, county, local, foreign or other income, sales, use, real estate, property, excise, employee payroll or other taxes or assessments (including interest and penalties) of any kind whatsoever relating to the “Excluded Liabilities”):Business for periods up to and including the Effective Date and any income taxes resulting from the transactions contemplated by this Agreement; (d) any and all damages, losses, liabilities, actions, claims, costs and expenses (including, without limitation, closure costs, fines, penalties, expenses of investigation and remediation and ongoing monitoring and reasonable attorneys' fees) directly or indirectly based upon, arising out of, resulting from or relating to (i) any liabilities or obligations relating to violation of any current or former employee or independent contractor of Environmental Law by the Seller or any person or entity acting on behalf of its Affiliates the Seller or the person from or through which the Seller acquired title on or prior to the Effective Date (whether including, without limitation, any failure to obtain or not such employee is hired by Buyer following comply with any permit, license or other operating authorization under provisions of any Environmental Law), (ii) any and all liabilities under any Environmental Law arising out of or otherwise in respect of any act, omission, event, condition or circumstance occurring or existing in connection with the Closing) and labor matters Business or the Purchased Assets on or prior to the Effective Date (including, without limitation, liabilities relating to (X) removal, remediation, containment, cleanup or abatement of the presence of any such current Regulated Substance, whether on-site or former employee off-site and (Y) any claim by any third party, including without limitation, tort suits for personal or independent contractor including any bodily injury, property damage or injunctive relief; and (e) all liabilities or and obligations arising out of any lawsuit, action, proceeding, inquiry, claim, order or relating to investigation by or before any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations governmental authority related to the Excluded Assets; (iv) any liabilities or obligations Business arising out of events, transactions, facts, acts or relating omissions which occurred prior to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with on the operation of the Business after the Closing Effective Date, any liabilities including, without limitation, personal injury or obligations arising out of operations prior to the Closing Dateproperty damage, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duestrict liability.

Excluded Liabilities. Notwithstanding anything contained herein to the contraryHFC does not assume any liabilities, Buyer shall not assumeobligations or undertakings of HCS of any kind or nature whatsoever, whether fixed or cause to be assumedcontingent, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixeddetermined or determinable, absolutedue or not yet due, maturedwhether arising out of employment, unmaturedconsulting, accrued management or contingentother business relationships or other business operations prior to the Closing Date, now existing or arising after the date hereof) out of Seller or sale of any of its Affiliates (the Acquired Assets under this Agreement, or otherwise, other than the liabilities expressly assumed in this Agreement) including, but not limited toAssumed Liabilities (the "Excluded Liabilities"). Without limiting the generality of the foregoing sentence, the following obligations Excluded Liabilities include, and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation HFC specifically disclaims assumption of the Purchase; following, except insofar as they are Assumed Liabilities: (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iva) any liabilities or obligations arising out of negligence, strict liability, product liability or relating breach of warranty claims to indebtedness of Seller the extent resulting from or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after or the Acquired Assets prior to the Closing Date, ; (b) any liabilities and obligations to the extent relating to the Business and arising prior to the Closing Date under contracts of HCS with the Business' customers, suppliers or licensees; (c) any claims or liabilities relating to the Business and arising under any of HCS's payroll, compensation, bonus, employee vacation, termination, employee benefits, employee tax, severance, sick leave, tuition reimbursement, pro-rated pension or other employee plans, programs or policies in connection with the termination of any of HCS's employees as such, whether as contemplated by this Agreement or otherwise, or arising prior to the Closing Date with respect to any of HCS' employees as such under COBRA or federal and state plant closing/mass layoff laws, if applicable to the transactions contemplated hereby, or workers compensation obligations arising out of operations relating to injuries sustained by HCS's employees prior to the Closing Date, or sexual harassment, OSHA or Equal Employment Opportunity Commission claims by HCS's employees or former employees, as such, based on acts or omissions of HCS alleged to have occurred prior to the Closing Date during such person's employment relationship with HCS; (d) any liabilities, claims or fees payable under contracts between HCS (or its Affiliates) and /or relating any third party staffing organization, such as Xxxxx Services, Inc., or any other person or entity arising out of or in connection with the employment of any employee, consultant or contractor of the Business by HFC, HFC's retention of any such employee, consultant or contractor as a consultant or contractor or any solicitation by HCS or HFC of any such employee, consultant or contractor in connection with such employment or retention; (e) any lease, license and utility payments with respect to the Business to the extent related to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs period prior to the Closing Date, including specifically all losses caused by ; and (f) any liability of HCS or its predecessors or Affiliates for income taxes or sales or use taxes arising out of business operations to the extent attributable to any period prior to the Closing Date or arising out of any alleged design, manufacture, assembly, installation, use or the sale of any products manufactured by of the Factory Acquired Assets under this Agreement. Notwithstanding any other provision of this Agreement, HCS acknowledges that HFC is under no obligation to HCS to offer employment to or enter into any employment relationship with any HCS employee. HCS further acknowledges that neither this Agreement nor any agreement between HCS (or its Affiliates) and any third party staffing organization, such as Xxxxx Services, Inc., creates any obligation on the Business prior part of HFC to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duesuch third party staffing organization.

Excluded Liabilities. Notwithstanding anything contained herein to Except for the contraryAssumed Liabilities, Buyer shall not assume, or cause to be assumed, assume or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities claims against, or Liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) whatsoever of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited toSeller, the following obligations and liabilities of Seller and its Affiliates Business or the Owners (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):), including the following: (a) any Indebtedness of Seller, any Owner, or the Business; (b) any of the costs and expenses incurred in connection with the future operations or liquidation or dissolution of Seller and the costs or expenses of any Seller Party incurred in negotiating, entering into or carrying out its obligations pursuant to this Agreement; (c) any Liability of any Seller Party that is unknown or unaccrued as of the Closing Date; (d) the responsibility for any contributions to or funding of any benefits plan, program, agreement, practice or arrangement (whether written or oral) maintained by Seller or pursuant to which Seller has any contribution or funding obligation for its employees, former employees, retirees, agents, independent contractors, their beneficiaries or any other Person in each case arising on or prior to the Closing Date; (e) any Liability arising from, or with respect to, any Excluded Asset; (f) any Liability arising from, or with respect to, any Seller Plan or any similar arrangement currently or previously maintained, or contributed to, by Seller in each case arising on or prior to the Closing Date; (g) any Liability of any Seller Party or any Affiliate thereof for any Tax of any kind or nature, including any Tax which may become payable by reason of the sale and transfer of the Assets, or be imposed upon any Seller Party or any Affiliate thereof by reason of receipt of the Purchase Price or relief from any Liability pursuant to or in connection with this Agreement, including any sales, franchise or income tax generated from activities of the Business on or before the Closing Date; (h) any Liability of Seller for any noncompliance with any Legal Requirements, including those relating to (i) Environmental Laws or (ii) employment and labor management relations (excluding noncompliance under the Worker Adjustment and Retraining Notification Act) and any provisions thereof relating to wages and the payment thereof, hours of work, terms of employment, collective bargaining agreements, workers’ compensation laws, employment benefits, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States and the withholding and payment of federal Social Security and similar taxes payable by Seller in each case arising on or prior to the Closing Date; (i) any liabilities or obligations relating to any current or former employee or independent contractor Liability of Seller for any failure to withhold all amounts required by any Legal Requirements or Contract to be withheld from the wages or salaries of its employees (whether full-time or temporary), and any Liability for any wage arrearages, taxes or penalties for failure to comply with any of its Affiliates (whether the foregoing in each case arising on or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable prior to the purchased Closing Date or otherwise arising from the Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after on or prior to the Closing Date; (j) any Liability to employees of Seller, including any severance or retention obligations, and any bonus obligations in each case arising on or prior to the Closing Date; (k) any Liability arising out of any controversies between Seller and its employees or former employees or any union or other collective bargaining unit representing any of its employees in each case arising on or prior to the Closing Date; (l) any Liability, including strict liability, arising under Environmental Laws, based on facts, circumstances, or events occurring on or before the Closing Date, regardless of when discovered; and (m) any liabilities Liability of Seller resulting from product defects claims based on facts, circumstances, or obligations events arising out of operations from or related to any products manufactured or sold by Seller prior to the Closing Date, regardless of when discovered; and /or relating the Excluded Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller (or other Seller Party as applicable), subject to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery terms of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueTSA.

Excluded Liabilities. Notwithstanding anything contained herein in this Agreement to the contrary, Buyer Purchaser shall not assume, assume or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or become responsible for any liabilities claim, liability or obligations (obligation of any nature whatsoever, whether known or unknown, fixedaccrued, absolute, matured, unmatured, accrued contingent or contingent, now existing or arising after the date hereofotherwise (a "Liability") of Seller or any except the Assumed Liabilities that are specifically assumed by such party. Without limiting the generality of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited toforegoing, the following obligations and liabilities are included among the Liabilities of Seller and its Affiliates which Purchaser shall not assume or become responsible for (such obligations and liabilities not assumed hereunder, the “Excluded unless specifically included as Assumed Liabilities”): (ia) all Liabilities for any liabilities Taxes whether deferred or obligations relating which have accrued or may accrue or become due and payable by Seller either prior to, on or after the Closing Date, including, without limitation, all Taxes and fees of a similar nature arising from the sale and transfer of the Purchased Assets to Purchaser; (b) all Liabilities to any current or former employee members, directors, officers, employees or independent contractor agents of Seller Seller, including, without limitation, all Liabilities and obligations for wages, salary, bonuses, commissions, vacation or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matterseverance pay, employee-related payment obligationdeferred compensation, collective bargaining contract, labor negotiation, severance cost, pension planretirement pay, profit sharing planor pension benefits, deferred compensation plan, accrued holiday benefit, accrued and all Liabilities arising under any bonus, salarycommission, bonus plansalary or compensation plans or arrangements, phantom stock awardwhether accruing prior to, stock option on or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date; (c) all Liabilities with respect to unemployment compensation claims and workers compensation claims and claims for race, age and sex discrimination or sexual harassment or for unfair labor practice based on or arising from occurrences, circumstances or events, or exposure to conditions, existing or occurring prior to the Closing Date and for which any liabilities claim may be asserted by any of Sellers employees, prior to, on or obligations after the Closing Date; (d) all Liabilities of Seller to third parties for personal injury or damage to property based on or arising out from occurrences, circumstances or events, or exposure to conditions, existing or occurring prior to the Closing Date and for which any claim may be asserted by any third party prior to, on or after the Closing Date; (e) all Liabilities of operations Seller arising under or by virtue of federal or state environmental laws based on or arising from occurrences, circumstances or events, or exposure to conditions, existing or occurring prior to the Closing Date and for which any claim may be asserted prior to, on or after the Closing Date; (f) all Liabilities of Seller including any costs of attorneys' fees incurred in connection therewith, for litigation, claims, demands or governmental proceedings arising from occurrences, circumstances or events, or exposure to conditions occurring or existing prior to the Closing Date, and /or relating which may be asserted or commenced prior to, on or after the Closing Date; (g) all Liabilities based on any theory of liability or product warranty with respect to any real property ownedproduct manufactured or sold prior to the Closing Date and for which any claim may be asserted by any third party, leasedprior to, occupied on or controlled after the Closing Date; (h) all attorneys' fees, accountants or auditors' fees, and other costs and expenses incurred by Seller and/or the Member in connection with the negotiation, preparation and performance of this Agreement or any of the transactions contemplated hereby; (i) all Liabilities of Seller in connection with the Excluded Assets; (j) all Liabilities of Seller with respect to any options, warrants, agreements or convertible or other rights to acquire any membership interest in Seller; (viik) all Liabilities of Seller incurred incident to any indemnification for breach of any representations, warranties, covenants, or other agreements made by Seller Transaction Expenses; andunder any of the asset purchase, stock, reorganization, or other legal transaction(s) set forth in Disclosure Schedule 2.2(q); (viiil) all Liabilities of Seller with respect to any liabilities loans or obligations advances made by the Member or any Affiliate to Seller; (m) all other debts, Liabilities, obligations, contracts and commitments (whether direct or indirect, known or unknown, contingent or fixed, liquidated or unliquidated, and whether now or hereinafter arising) arising from product liability claims for which out of or relating to the injury ownership, operation or loss giving rise thereto (not just the delivery use of any of the notice Purchased Assets on or prior to the Closing Date or the conduct of such claims) occurs the Business of Seller prior to the Closing Date, including specifically except only for the liabilities and obligations to be assumed or paid, performed or discharged by Purchaser constituting Assumed Liabilities; and (n) all losses caused by or arising out Liabilities of Seller with respect to any alleged design, manufacture, assembly, installation, use or sale unpaid sales tax as of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date related to accounts receivable as of such date. Seller shall satisfy pay all Excluded Liabilities liabilities not being assumed hereunder by Purchaser within the customary time for payment of such liabilities. It is the intent of the parties that are an obligation upon Closing, all employees of Seller promptly when duewill be terminated by Seller and Purchaser will extend offers of employment to such individuals.

Excluded Liabilities. Notwithstanding anything contained herein to Specifically, and without in any way limiting the contrarygenerality of Section 2.4(a), Buyer shall the Assumed Liabilities will not include, and in no event will the Purchaser assume, agree to pay, discharge or cause to be assumedsatisfy, or be deemed to otherwise have assumed any responsibility for, any Liability or caused to have assumed obligation (together with all other Liabilities of the Sellers or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but Parent that are not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunderAssumed Liabilities, the “Excluded Liabilities”): (ia) owed to any liabilities Seller or obligations any Affiliate of any Seller which was incurred prior to the Closing Date; (b) for any Taxes of any Seller or any Affiliate of any Seller with respect to any period or portion thereof and any Taxes attributable to the Assets relating to any current period or former employee portion thereof ending on or independent contractor prior to the Closing Date (provided, that with respect to any Tax that is imposed on a periodic basis and is payable for a taxable period that begins before and ends after the Closing Date, the portion of such Taxes that is payable for the portion of such taxable period ending on such Closing Date shall be the amount of such Tax for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Tax for the preceding period) multiplied by a fraction, the numerator of which is the number of days in the portion of such taxable period ending on such Closing Date and the denominator of which is the number of days in the entire taxable period); (c) for any Indebtedness of any Seller or Parent, or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters Indebtedness otherwise relating to the Business which was incurred prior to the Closing Date; (d) relating to, resulting from or arising out of (i) claims made in pending or future suits, actions, investigations or other legal, governmental or administrative proceedings relating to events which have occurred, conditions arising, facts and circumstances existing, or the operation of the Business, prior to the Closing Date, or (ii) claims based on violations of Law, breach of contract, employment practices, intellectual property matters, product warranty, product liability, or environmental, health and safety matters or any such current other actual or former employee alleged failure of the Parent or independent contractor including any liabilities or obligations Seller to perform any obligation, in each case arising out of or relating to any employee-related matterevents which have occurred, employee-related payment obligationconditions arising, collective bargaining contractfacts and circumstances existing, labor negotiationgoods delivered or services performed, severance costor the operation of the Business, pension planprior to the Closing, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contractincluding without limitation, any Employee Benefit Plan claims set forth in Schedules 4.10(a) or any entitlements arising as a result of or in connection with the consummation of the Purchase4.11; (iie) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect pertaining to any Pre-Closing Period or (ii) imposed on Seller or any of its AffiliatesExcluded Asset; (iiif) for any liabilities Liability or obligations related reimbursement obligation to the Excluded Assets; (iv) any liabilities or obligations third party payor arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations for periods prior to the Closing Date, and /or other than accounts payable included in the Assumed Liabilities; (g) relating to, resulting from or arising out of any former operations of any Seller that have been discontinued or disposed of prior to the Closing Date; (h) under or relating to any real property ownedSeller Employee Benefit Plan, leased, occupied whether or controlled by Sellernot such Liability or obligation arises prior to or after the Closing Date; (viii) any Seller Transaction Expenses; and (viii) Liability for any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery employees of the notice of such claims) occurs Business with respect to the periods prior to the Closing Date, including specifically all losses caused by any wages, salaries or otherwise, or any Liability for any severance or similar payments for any employees of the Business; (j) of the Parent or any Seller arising out or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any alleged designfees and expenses of counsel, manufactureaccountants, assemblybrokers, installationfinancial advisors or other experts of the Parent or any Seller; (k) any Liability related to any Proceeding, use or sale of including without limitation, any products manufactured Proceedings initiated by the Factory FTC, or by a third party in connection with the Business prior activities subject to any such FTC Proceeding; (l) all Liabilities of Parent or any Seller to Xxxx Xxxxxxxx whether or not reflected in the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Financial Statements; or (m) relating to Channel Marketing. Such Excluded Liabilities that are an obligation shall include all claims, actions, litigations and proceedings relating to any or all of Seller promptly when duethe foregoing and all costs and expenses in connection therewith.

Excluded Liabilities. Notwithstanding anything contained herein in this Agreement to the contrary, Buyer neither Wanxiang, any Wanxiang Designee or any Affiliate of the foregoing shall assume, and shall not assume, or cause be deemed to be have assumed, or be deemed to have assumed bound by any duties, responsibilities, obligations or caused to have assumed or be liable or responsible for liabilities, of any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (of any kind or nature, known, unknown, contingent or otherwise, whether direct or indirect, matured or unmatured, other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates Assumed Liabilities (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):), including such duties, responsibilities, obligations or liabilities, arising from or related to the following: (ia) any liabilities Liability arising out of facts or obligations relating circumstances in existence prior to the Closing Date and from or related to any current breach, default under, failure to perform, torts related to the performance of, violations of law, infringements or former employee indemnities under, guaranties pursuant to and overcharges, underpayments or independent contractor penalties on the part of Sellers or any of their Affiliates under any Contract, agreement, arrangement or understanding to which any Seller or any of its Affiliates is a party prior to the Closing Date; (b) any Liability arising from or related to any claim, action, arbitration, audit, hearing, investigation, suit, litigation or other proceeding (whether civil, criminal, administrative, investigative, or not such employee is hired by Buyer following informal and whether pending or threatened or having any other status) against Seller or its Affiliates, or related to the Purchased Assets or the Assumed Liabilities, pending or threatened or to the extent related to facts, actions, omissions, circumstances or conditions existing, occurring or accruing prior to the Closing Date; (c) any Liability arising from or related to the operation or condition of the Purchased Assets or the Assumed Liabilities prior to the Closing or facts, actions, omissions, circumstances or conditions existing, occurring or accruing with respect to the Purchased Assets or the Assumed Liabilities prior to the Closing; (d) any Liability arising from or related to the operation of the Excluded Business; (e) any Liability for or relating to (i) design or manufacturing defects (whenever discovered, whether prior or after the Closing) and labor matters (ii) warranties, product liability, safety or other Liability, in the cases of clauses (i) and (ii), relating to any such product sold by any Seller prior to the Closing; (f) any Liability in respect of Indebtedness of any Seller or any other Liability related to, arising under or in connection with the 2016 Notes or the HB Notes; (g) any Liability (i) with respect to Transferred Employees that arises or is incurred prior to the Closing Date, (ii) with respect to Service Providers or other service providers (including current and former directors, officers, employees, agents and independent contractors) who do not become Transferred Employees that arises or former employee or independent contractor including is incurred at any liabilities or obligations arising out of or relating to time (iii) under any employee-related matterU.S. Benefit Plan, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Foreign Benefit Plan or any entitlements other employee program or arrangement at any time maintained, sponsored or contributed to by any of the A123 Entities or any predecessor or Affiliate thereof or any ERISA Affiliate, or with respect to which any of the A123 Entities or any predecessor or Affiliate thereof or any ERISA Affiliate has any Liability, or (iv) under any employment, severance, retention, termination or other similar agreement or arrangement with any Service Provider or otherwise in respect of employees, collective bargaining agreements, pensions or OPEB or benefits or arising out of, relating to or with respect to the employment or performance of services for, or termination of employment or services for, any Seller or any Seller’s Affiliates, including in respect of wages, other remuneration, holiday or vacation pay, bonus, severance (statutory or otherwise), separation, termination or notice pay or benefits (including under COBRA), commissions, post-employment medical or life obligations, pension contributions, insurance premiums, Taxes, Liabilities or Actions for workers’ compensation, Actions under WARN, or any other form of accrued or contingent compensation (including vacation, sick days, personal days or other leave entitlements), irrespective of whether such Liabilities or Actions arise or are paid or made, as applicable, on, before or after Closing (other than Actions solely in respect of post-Closing service of Transferred Employees by Wanxiang or its Affiliates after the Closing); (h) any Liability attributable to, relating to or 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, or (iii) with respect to environmental contamination or remediation, in each case arising from or related to facts, actions, omissions, circumstances or conditions existing, occurring or accruing prior to the Closing, or (iv) for toxic torts arising as a result of or in connection with loss of life or injury to Persons (whether or not such loss or injury was made manifest on or after the consummation of Closing Date) or other harm caused or allegedly caused by exposure to Hazardous Materials present at, on, in, under adjacent to, or migrating from, the PurchasePurchased Assets on or prior to the Closing; (iii) any TaxesLiability in respect of royalty payments to third parties or other fees or payments relating to the Purchased IP (other than any royalty payments or other fees or payments that are a function of unit sales or similar measure), interestwhether arising before, on or after the Closing (it being agreed that all royalty payments to third parties or other fees or payments relating to the Purchased IP that are a function of unit sales or similar measure shall be prorated between the Sellers, on the one hand, and penalties the Purchasers, on the other hand, based upon their respective portions of the total units sold or such similar measure); (ij) attributable to the purchased Assets any Excluded Taxes; (k) any Liability arising from state, provincial or the Business bankruptcy law theories of recovery, including fraudulent transfer; (l) any Liability with respect to any Pre-Closing Period Seller Broker Fee; (m) any Liability under this Agreement and under any Ancillary Agreement; (n) any Liability to the extent relating to or (ii) imposed arising, whether before, on Seller or after the Closing, out of, or in connection with, any assets, properties and rights of Sellers or any of its Affiliates; their Affiliates (iii) any liabilities or obligations related to other than the Purchased Assets), including the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with Assets and the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction ExpensesExcluded Agreements; and (viiio) any liabilities or obligations arising from product liability claims for which Liability not expressly included among the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including Assumed Liabilities and specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueso assumed.

Excluded Liabilities. Notwithstanding anything contained herein in this Agreement to the contrary, Buyer neither Wanxiang, any Wanxiang Designee or any Affiliate of the foregoing shall assume, and shall not assume, or cause be deemed to be have assumed, or be deemed to have assumed bound by any duties, responsibilities, obligations or caused to have assumed or be liable or responsible for liabilities, of any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (of any kind or nature, known, unknown, contingent or otherwise, whether direct or indirect, matured or unmatured, other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates Assumed Liabilities (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):), including such duties, responsibilities, obligations or liabilities, arising from or related to the following: (ia) any liabilities Liability arising out of facts or obligations relating circumstances in existence prior to the Closing Date and from or related to any current breach, default under, failure to perform, torts related to the performance of, violations of law, infringements or former employee indemnities under, guaranties pursuant to and overcharges, underpayments or independent contractor penalties on the part of Sellers or any of their Affiliates under any Contract, agreement, arrangement or understanding to which any Seller or any of its Affiliates is a party prior to the Closing Date; (b) any Liability arising from or related to any claim, action, arbitration, audit, hearing, investigation, suit, litigation or other proceeding (whether civil, criminal, administrative, investigative, or not such employee is hired by Buyer following informal and whether pending or threatened or having any other status) against Seller or its Affiliates, or related to the Purchased Assets or the Assumed Liabilities, pending or threatened or to the extent related to facts, actions, omissions, circumstances or conditions existing, occurring or accruing prior to the Closing Date; (c) any Liability arising from or related to the operation or condition of the Purchased Assets or the Assumed Liabilities prior to the Closing or facts, actions, omissions, circumstances or conditions existing, occurring or accruing with respect to the Purchased Assets or the Assumed Liabilities prior to the Closing; (d) any Liability arising from or related to the operation of the Excluded Business; (e) any Liability for or relating to (i) design or manufacturing defects (whenever discovered, whether prior or after the Closing) and labor matters (ii) warranties, product liability, safety or other Liability, in the cases of clauses (i) and (ii), relating to any such current or former employee or independent contractor including product sold by any liabilities or obligations arising out Seller prior to the Closing; (f) any Liability in respect of or relating to Indebtedness of any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan Seller or any entitlements other Liability related to, arising as a result of under or in connection with the consummation of 2016 Notes or the PurchaseHB Notes; (iig) any Taxes, interest, and penalties Liability (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period Transferred Employees that arises or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations incurred prior to the Closing Date, (ii) with respect to Service Providers or other service providers (including current and /or relating to former directors, officers, employees, agents and independent contractors) who do not become Transferred Employees that arises or is incurred at any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due.time

Excluded Liabilities. Notwithstanding anything contained herein Neither Transferee nor Xxxxxx shall assume or be obligated to the contrarypay, Buyer shall not assume, perform or cause to be assumedotherwise discharge, or be deemed to have assumed responsible or caused to have assumed or be liable or responsible for for, any liabilities indebtedness, taxes, warranties, representations, indemnity agreements, rebates, offsets, vendor margin guarantees, liabilities, chargebacks, allowances, discounts, duties or obligations of Parent or Transferor whatsoever (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):). In furtherance of the foregoing, and not in limitation thereof, Excluded Liabilities shall include, without limitation: (ia) all liabilities and obligations arising out of any liabilities action, suit, claim, inquiry, proceeding or obligations investigation pending or threatened as of, or arising out of or relating to any current event or former employee condition relating to Parent, Transferor and/or any Customer Account occurring or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following existing prior to, the Closing; (b) all liabilities and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matterviolation of any law, employee-related payment obligationrule, collective bargaining contractwrit, labor negotiationregulation, severance costjudgment, pension planinjunction, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option order or purchase plan, employment contract, consulting contract, any Employee Benefit Plan decree occurring or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contractevent or condition relating to Parent, Transferor and/or any Customer Account occurring or existing prior to the Closing; (vid) all liabilities and obligations for or relating to indebtedness for borrowed money or the amount of any unsecured debit balance and margin interest in any Customer Account existing as of the date of Closing; (e) all liabilities and obligations relating to any asset other than an Asset; (f) all liabilities, commitments and obligations that arise with respect to the Assets or the use thereof prior to the Closing or that relate to periods prior to the Closing or are to be observed, paid, discharged or performed prior to the Closing; (h) any and all customer claims, known or unknown, arising out of or in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations transaction effected for a customer in a Customer Account prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (viii) all liabilities or obligations for fraud, breach, misfeasance, malfeasance, or under any other theory relating to Parent’s or Transferor’s conduct, performance or nonperformance under any agreement; (j) any Seller Transaction Expensesand all claims or demands arising out of or otherwise in connection with the transactions contemplated by this Agreement, including claims or demands of any kind, nature or description; and (viiik) any all liabilities or and obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of kind under any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duecontract.

Excluded Liabilities. Notwithstanding anything contained herein to the contraryExcept as set forth in Section 1.03, Buyer shall not assume, or cause to be assumed, assume or be deemed to have assumed or caused to have assumed or be liable or responsible for any of the liabilities or obligations of any Shareholder or Seller (collectively, the “Excluded Liabilities”) including, the following: (a) any and all liabilities or obligations associated with or relating to any Excluded Assets and any debt of Seller for borrowed money (including any intercompany debt of Seller owed to any one or more of its Affiliates) and any outstanding obligations of Seller under any capital leases as of the Closing Date; (b) any liability or obligation of any kind, character or nature (whether known the related claim is made before or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereofClosing) arising out of (i) the conduct of Seller in connection with the ownership or operation of the Purchased Assets prior to the Closing Date (except as expressly provided for in Section 1.03), (ii) the employment by Seller of any employees, whether before or after the Closing Date and whether or not such employees become Buyer’s employees, (iii) any employment contract, employee benefit plan or arrangement with respect to which Seller is a party, Seller sponsors, or Seller has any liability or any Company Plan or (iv) the warranty repair and replacement costs described in Section 1.03(e); (c) any liability or obligation of Seller owing to any stockholder, subsidiary or Affiliate thereof including, without limitation, any obligations arising out of or related to the transactions contemplated hereby; (d) any liabilities related to (i) income taxes of Seller or any the Shareholders and (ii) all other taxes attributable to Seller or the Shareholders for the tax periods or portions of its Affiliates (other than tax periods ending on or prior to the liabilities expressly assumed in this Agreement) Closing Date, including, but not limited to, sales and use taxes, but excluding the following obligations and excise tax liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):included in Current Liabilities pursuant to Section 1.03(d) hereof; (ie) any liabilities or obligations relating to any current the ownership or former employee operation of the Purchased Assets arising under Environmental Laws attributable to or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising incurred as a result of any acts, omissions, events or conditions first occurring or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out existence as of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property ownedincluding, leasedbut not limited to, occupied liabilities or controlled by Seller; (vii) any Seller Transaction Expensesobligations for the release, handling, discharge, treatment, storage, disposal, arrangement for disposal or presence of Regulated Materials; and (viiif) any liabilities liabilities, responsibilities and obligations relating to any rule, regulation, law, mandate, decision or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out order of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Governmental Entity other than those described in Section 1.03(c). The Excluded Liabilities that are an obligation shall remain the sole responsibility of Seller promptly when dueand shall be retained, paid, performed and discharged solely by Seller.

Excluded Liabilities. Notwithstanding anything contained herein to the contraryExcept as specifically provided herein, Buyer shall not assume, assume or cause to be assumed, or be deemed to have assumed or caused to have assumed or be become liable or responsible for any liabilities of Seller's debts, obligations or obligations (whether liabilities, known or unknown, fixed, absolute, matured, unmatured, accrued fixed or contingent, now existing arising in any way out of Seller's use of the Medical Assets, the Nonmedical Assets or the conduct of any trade, practice or business on the premises previously occupied by the Practice on or before the Closing Date, including, without limitation: (1) salary, bonus, or other compensation which shall have accrued to Seller's employees for any period prior to the Closing (all such salary, bonuses and other compensation payable by Seller to be excluded from accrued expenses in the determination of Net Assumed Liabilities pursuant to Section 2.5 below); (2) any obligations or liabilities arising after under any pension plan, defined benefit plan, defined contribution plan, profit sharing plan, retirement plan, deferred compensation arrangement, welfare plans and other similar plans for any current employee, whether or not such employee accepts employment with Buyer prior to the date hereofClosing Date; [*CONFIDENTIAL TREATMENT REQUESTED -- OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] (3) of Seller payroll taxes and unemployment insurance plans for any current employee, whether or not such employee accepts employment with Buyer prior to the Closing Date; (4) any of its Affiliates (other than the liabilities expressly assumed in this Agreement) federal, state, or local taxes, including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunderincome or franchise taxes or similar taxes based upon or measured by revenue, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension planincome, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with gain from the consummation transfer of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Nonmedical Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after Practice prior to the Closing DateClosing, any secured or unsecured personal property taxes, or other local, state, or federal tax; (5) any and all environmental liabilities or obligations liabilities arising out of operations prior the use or disposal of petroleum or petroleum products or any hazardous substance or hazardous waste by Seller, or claims by Medicare, Medicaid, the Health Care Finance Administration, any insurance company, managed care organization or other health care claims paying or claims processing intermediary (as those terms are defined by applicable federal, state and local law) relating to the Closing Date, and /or relating to any real property owned, leased, occupied acts or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery omissions of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueSeller.

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Buyer Holdings shall not assumeassume or otherwise become obligated with respect to any obligation or liability of the Company of any nature whatsoever, or cause to be assumedand the Company shall retain and shall pay, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations discharge and liabilities of Seller and its Affiliates (perform all such obligations and liabilities not assumed hereunderliabilities, relating to the following (the “Excluded Liabilities”): (ia) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection associated with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged designof the Excluded Assets, manufactureincluding, assemblywithout limitation any liability or obligation relating to the Excluded Entities and the Subsidiaries of the Excluded Entities, installationthe business and operations of the Excluded Entities and the Subsidiaries of the Excluded Entities, use and the Company’s ownership, management and operation of the Excluded Entities and the Subsidiaries of the Excluded Entities; (b) any liability or sale obligation under any Company Contract listed in Section 1.2(b) of the Company Disclosure Schedule; (c) any liability or obligation of the Company for Taxes (other than Taxes described in Section 7.6 below); (d) except for accruals for wages, benefits and earned personal leave of employees of the Company expressly and fully included in the calculation of Actual Working Capital, any liability or obligation under the Employee Benefit Plans or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee equity incentive or profit sharing plans, health care plans or benefits, or any other employee plans or benefits of any products manufactured kind for Company’s employees or former employees or both (other than the obligations expressly assumed by Parent described in Section 6.3 below); (e) except as set forth in Section 6.6 below, any liability or obligation of the Factory Company to indemnify, reimburse or advance amounts to any officer, director, shareholder, employee or agent of the Business prior Company or its Subsidiaries; (f) any liability or obligation of the Company to distribute to its securityholders or otherwise apply all or any part of the Closing DateConsideration received hereunder; (g) any liability or obligation of the Company for costs or expenses incurred in connection with this Agreement and the transactions contemplated hereby; (h) any liability or obligation of the Company under this Agreement; (i) all obligations of the Company for borrowed money, whether including without limitation the commencement obligations listed in Schedule 1.4(i) of the Company Disclosure Schedule; and (j) any related litigation, arbitration, investigation, proceeding liability or claim occurs before obligation of the Company based upon the Company’s acts or omissions occurring after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueEffective Time.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement, the Shareholder Purchase Agreement or any agreement, document, certificate or instrument being delivered pursuant to such agreements (collectively, the "Transaction Documents"), and regardless of whether such liability is disclosed in this Agreement or any of the Transaction Documents or on any Schedule or Exhibit hereto or thereto, Buyer shall will not assume, agree to pay, perform or cause to discharge or in any way be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any Excluded Liabilities. As used herein, the term "Excluded Liabilities" means any and all debts, liabilities or obligations of Sellers or any Employee Benefit Plan, of any kind or nature whatsoever other than the Assumed Liabilities (whether due or to become due, fixed or unfixed, choaxx xx inchoate, secured or unsecured, absolute or contingent, direct or indirect, asserted or unasserted, known or unknown, fixedand regardless of whether such debts, absolute, matured, unmatured, accrued liabilities or contingent, now existing or arising after obligations relate to Sellers' Business). Unless such items are otherwise specifically included in the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited toAssumed Liabilities, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunderExcluded Liabilities shall include, the “Excluded Liabilities”): without limitation, (i) any liabilities or obligations relating whatsoever relating, directly or indirectly, to any Excluded Assets, including, without limitation, any trade creditors, bank debt, payroll or payroll tax liabilities, payments due to any current or former employee of Sellers for amounts due under any bonus plan or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating incentive arrangement, income tax liabilities, severance liabilities to any such current or former employee of Sellers, or independent contractor including liabilities with respect to any liabilities vacation pay, profit sharing or obligations 401(k) contribution of such employees, (ii) any environmental or product liability claims arising out of or relating to the past, present or future conduct of Sellers, (iii) any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option contractual obligations or purchase plan, employment contract, consulting contract, liabilities relating to any Employee Benefit Plan or any entitlements arising as a result of or existing facilities used in connection with the consummation of the Purchase; (ii) any TaxesBusiness, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities liability of the Sellers or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; Shareholders for taxes, costs, and expenses incurred in connection with this Agreement and (v) the liability of Sellers or Shareholders under any liabilities "bulk sales" or obligations arising out of similar law or statute relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation transfer of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueAssets hereunder.

Excluded Liabilities. Notwithstanding anything contained herein to Except for the contraryAssumed Liabilities, neither Buyer nor any of its Affiliates shall not assume, assume or cause to otherwise be assumedliable in respect of, or be deemed to have assumed or caused to have assumed or otherwise be liable in respect of, any debt, claim, obligation, or responsible for other liability of any liabilities or obligations (whether known or unknownSeller, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its their respective Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): ), regardless or whether such debt, claim, obligation, or other liability is matured or unmatured, contingent or fixed, known or unknown. Excluded Liabilities shall include, without limitation, (i) any liabilities long-term debt or obligations relating notes payable of any Seller and any debt, claim, obligation or liability of any Seller to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; Affiliates; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets liability for Taxes of any Seller or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) Assets for any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations period prior to the Closing Date, any Tax liability of any Seller for any period after the Closing Date (in each case, subject to the proration provisions set forth in Section 2.5 below) and /or any Tax liability arising from the sale of the Business and Assets to Buyer contemplated herein or any liquidation and dissolution of any Seller; (iii) any obligation, commitment or liability of or claim against any Seller which constitutes or arises from a breach by such Seller of any representation, warranty or covenant herein; (iv) any obligation, commitment, liability of any Seller (other than Assumed Liabilities) or claim which may arise from such Seller’s operation of the Business and Assets prior to Closing; (v) any obligation, commitment or liability of or claim which may arise from events or conditions relating to or affecting the Assets or the Business prior to the Closing Date (other than Assumed Liabilities) or resulting from any real property ownedSeller’s consummation of the transactions contemplated by this Agreement (other than Assumed Liabilities); (vi) any obligation, leasedcommitment or liability of or claim against any Seller which may arise from the rendering of investment banking, occupied brokerage fees, professional, legal, accounting, appraisal, engineering or controlled by Seller; other similar services to such Seller in connection with the transactions herein; (vii) any obligation, commitment or liability of any Seller Transaction Expensesunder any of such Seller’s Plans; and (viii) any and all claims of employees of any Seller, (ix) obligations or liabilities under any Contract not included in the Assumed Contracts, (x) obligations or obligations arising from product liability claims liabilities under any Assumed Contract for which the injury or loss giving rise thereto (a Consent, if required, has not just the delivery been obtained as of the notice Closing, (xi) any obligations or liabilities arising under the Assumed Contracts or otherwise relating to the time period prior to the Closing Date or arising out of such claimsevents occurring prior to the Closing Date (including liabilities for breach by any Seller prior to Closing), (xii) occurs all Accounts Payable, other than the Assumed Accounts Payable, (a) any and all expenses and liabilities relating to any litigation and similar claims against any Seller arising out of events occurring prior to the Closing Date, including specifically all losses caused by without limitation that certain lawsuit against Vertical Lend, Inc. (as more fully described above); (xiii) any obligations or arising out liabilities of any alleged designSeller arising from its arrangements, manufactureunderstandings or agreements with Information Technology Services, assemblyInc. d/b/a Infotech and (xiv) any forfeiture, installationclaim or pending litigation or proceeding relating to the Business, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether shall remain and be the commencement of obligation and liability the Sellers. The Sellers agree, jointly and severally, that they shall pay promptly when due any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy and all Excluded Liabilities that are an obligation not discharged by them at or prior to Closing. Buyer is not the successor employer of Seller promptly when dueany Seller’s employees for any purpose and is not required to employ any of such employees.

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Buyer Purchaser shall not assume, or cause to be assumed, assume or be deemed obligated to have assumed pay, perform or caused to have assumed otherwise discharge the following liabilities or be liable obligations (the "Excluded Liabilities"): (a) Any liabilities or responsible for obligations of TNMP or Seller in respect of the Excluded Assets, the Retained Assets or other assets of TNMP or Seller which are not part of the Assets. (b) Except as provided in Section 5.6 "Taxes, Prorations and Closing Costs," any liabilities or obligations in respect of Taxes attributable to the use, ownership, operation or maintenance of the Assets for taxable periods, or portions thereof, ending on or before the Closing Date. (whether known c) Any liabilities or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) obligations of Seller or TNMP accruing under any of its the Assigned Contracts prior to the Closing Date. (d) Any and all asserted or unasserted liabilities or obligations to Third Parties (including Seller's Employees) or Affiliates of Seller or TNMP for personal injury or tort or under contract, or similar causes of action arising out of the use, ownership, operation or maintenance of the Assets by Seller or TNMP or their respective Affiliates prior to the Closing Date. (other than e) Any fines, penalties or costs imposed by a Governmental Authority resulting from (i) an investigation, proceeding, request for information or inspection before or by a Governmental Authority regarding acts of Seller, TNMP or their respective Affiliates which occurred prior to the liabilities expressly assumed in this AgreementClosing Date, or (ii) includingillegal acts, willful misconduct or gross negligence of Seller, TNMP or their respective Affiliates. (f) Any payment obligations of Seller, TNMP or their respective Affiliates for goods purchased or delivered, or services rendered prior to the Closing Date, including but not limited to, rental payments payable by Seller, TNMP or their respective Affiliates pursuant to the following obligations and liabilities leases of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):real property or personal property. (ig) any liabilities Any liability, obligation or obligations relating responsibility under or related to any current Environmental Laws or former employee the common law, whether such liability or independent contractor of Seller obligation or any of its Affiliates (whether responsibility is known or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current unknown, contingent or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matteraccrued, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with loss of life, 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 consummation Closing Date or arises or becomes manifest on or after the Closing Date) caused by the off-Site disposal, storage, transportation, discharge, Release, or recycling of Hazardous Materials, or the Purchase; (ii) any Taxesarrangement for such activities by Seller, interestTNMP or their respective Affiliates, and penalties (i) attributable of Hazardous Materials, prior to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than Date, in connection with the use, ownership, operation or maintenance of the Business Assets by Seller, TNMP or their respective Affiliates. (h) Any liability, obligation or responsibility under or related to Environmental Laws or the common law, whether such liability, obligation or responsibility is known or unknown, contingent or accrued, as a result of the Remediation done by or on behalf of Seller, TNMP or their respective Affiliates in respect of Pre-Closing Environmental Conditions and Seller-Caused Environmental Conditions (whether or not such Remediation commenced before the Closing Date or commences on or after the Closing Date) of Hazardous Materials that are disposed, stored, transported, discharged, Released, recycled, or the arrangement of such activities by Seller, TNMP or their respective Affiliates prior to the Closing Date, in connection with the use, ownership, operation or maintenance of the Assets by Seller, TNMP or their respective Affiliates, at any off-Site location. (i) Third Party liability for or Third Party Claims arising as a result of or in connection with any toxic tort, loss of life or injury to persons (whether or not such loss or injury arose or was made manifest on or after the Closing Date) due to the presence or Release of Hazardous Materials caused by Seller, TNMP or their respective Affiliates at, on, over, under, adjacent to or migrating from the Real Property prior to the Closing Date. (j) Any liability relating to or resulting from any Seller-Caused Environmental Conditions or Pre-Closing Environmental Conditions, including responsibility for any Third Party Claims related to the same. (k) Except as expressly provided in Section 5.17 "Employees", and to the extent the liabilities or obligations listed in this paragraph accrued prior to the Closing Date, any liabilities or obligations relating to any Benefit Plan maintained by Seller, TNMP or their respective Affiliates 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, TNMP or their respective Affiliates under Section 414(b), (c), (m) or (o) of the Code ("ERISA Affiliate") or to which Seller, TNMP and any ERISA Affiliate contributed thereunder (the "ERISA Affiliate Plans"), including any multi-employer plan, maintained by, contributed to, or obligated to contribute to, at any time, by Seller, TNMP or any ERISA Affiliate, including but not limited to any liability (i) relating to benefits payable under any Benefit Plans; (ii) relating to the Pension Benefit Guaranty Corporation under Title IV of ERISA; (iii) relating to a multi-employer plan; (iv) with respect to non-compliance with the notice and benefit continuation requirements of COBRA; (v) with respect to any noncompliance with ERISA or any other applicable laws; or (vi) with respect to any suit, proceeding or claim which is brought against Purchaser, any Benefit Plan, ERISA Affiliate Plan, any fiduciary or former fiduciary of any such Benefit Plan or ERISA Affiliate Plan. (l) Any liabilities or obligations relating to the employment or termination of employment of Seller's Employees, including discrimination, wrongful discharge, unfair labor practices, or constructive termination by Seller of any individual, attributable to any actions or inactions by Seller prior to the Closing Date other than such actions or inactions taken at and in accordance with the written direction of Purchaser. (m) Any obligations to Seller's Employees or any independent contractors of Seller or TNMP for wages, commissions, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing Date under any term or provision of any contract, plan, instrument or agreement relating to any of the Assets. (n) Any liability of Seller or TNMP arising out of operations a breach by Seller or TNMP of any of their respective obligations under this Agreement or the Related Agreements. (o) Any Stranded Costs of Seller, TNMP or their respective Affiliates, as applicable, relating specifically to the Assets. (p) Any obligation or liability related to, arising from or associated with the use, ownership, operation or maintenance of the Assets prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller;. (viiq) any Seller Transaction Expenses; and (viii) any liabilities Any liability or obligations arising from product liability claims for which the injury or loss giving rise thereto (obligation not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused otherwise expressly assumed by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duePurchaser under Section 2.3 "Assumed Liabilities".

Excluded Liabilities. Notwithstanding anything contained herein any provision in this Agreement or any other writing to the contrary, neither Buyer shall not assume, nor any of its Affiliates is assuming any liability or cause to be assumed, obligation of Seller (or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) predecessor of Seller or any prior owner of all or part of its Affiliates (businesses or assets) of whatever nature, whether presently in existence or arising hereafter, other than the Assumed Liabilities. All such liabilities expressly assumed in this Agreement) including, but not limited to, the following and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and its Affiliates (such obligations and liabilities not being assumed hereunder, being herein referred to as the “Excluded Liabilities”):). Notwithstanding any provision in this Agreement or any other writing to the contrary and without limiting the generality of the term “Excluded Liabilities”, the Excluded Liabilities shall include: (i) any all liabilities or and obligations relating to any current or former employee or independent contractor of Seller Seller, or any member of its Affiliates (whether any consolidated, affiliated, combined or not such employee unitary group of which Seller is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as has been a result of or member for Taxes; provided that Transfer Taxes incurred in connection with the consummation of transactions contemplated by this Agreement and Apportioned Obligations shall be paid in the Purchasemanner set forth in Section 5.8(b) and (c) hereof; (ii) any Taxes, interest, all liabilities and penalties (i) attributable obligations relating to the purchased Assets employee benefits or compensation arrangements in relation to Seller or the Business with respect to Business, whether relating or attributable to, or arising during, the period before or after Closing, including all liabilities or obligations under any Pre-Closing Period employee benefit agreements, retention, severance or (ii) imposed on Seller other plans or any of its Affiliatesother arrangements, whether or not under Employee Benefit Plans; (iii) all liabilities and obligations arising from any liabilities Action relating to Seller, the Business or obligations related to the Excluded AssetsPurchased Assets pending before any arbitrator or Governmental Authority; (iv) any all liabilities or and obligations arising out of or relating to indebtedness or arising from any presently or formerly owned, operated or leased asset, property or business of Seller that is not a Purchased Asset, whether relating or any of its Affiliates;attributable to, or arising during, the period before or after Closing; and (v) any all liabilities and obligations relating or obligations attributable to, or arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with during, the operation of the Business after the Closing Dateand any owned, any liabilities leased or obligations arising out of operations operated Purchased Asset prior to the Closing DateClosing, and /or relating including in relation to any real property ownedcontract (including any Assumed Contract), leasedagreement, occupied lease, license, commitment, sales or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities purchase order or obligations arising from product liability claims for which the injury other instrument or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior in relation to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueMagnolia.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement, Buyer shall will not assume, assume or cause to be assumed, or be deemed to have assumed or caused to have assumed or be in any way become liable or responsible for any liabilities Liabilities or obligations Obligations other than the Assumed Liabilities, and Seller shall retain, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, fixedwhether due or to become due, absoluteincluding, maturedwithout limitation, unmaturedthe following: (a) the Liabilities or Obligations of Seller to the Stockholder respecting dividends, accrued distributions to its stockholder in liquidation, redemptions of stock or contingent, now existing otherwise; (b) Liabilities or arising after the date hereof) Obligations of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations Stockholder arising out of any transactions occurring, or relating to any employee-related matterLiabilities or Obligations incurred, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, other than relating to Buyer's use or operation of the Purchased Assets or the Assumed Liabilities after the Closing Date; (c) any liabilities Liabilities or obligations Obligations of Seller or the Stockholder for expenses, Taxes or fees incident to or arising out of operations the negotiation, preparation, approval or authorization of this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, all of its attorneys', and accountants', fees and all brokers', or finders', fees or commissions payable by Seller; (d) any Liabilities or Obligations of Seller or the Stockholder under or arising out of this Agreement; (e) Liabilities or Obligations against which Seller is insured or otherwise indemnified or which would have been covered by insurance (or indemnification) but for a claim by the insurer (or the indemnitor) that the insured (or the indemnitee) had breached its obligations under the policy of insurance (or the contract of indemnity) or had committed fraud in the insurance application or in entering unto the indemnity agreement; (f) any Liabilities or Obligations of the Business to Seller or any Affiliates of Seller, except payables for products sold or shipped to the Business by Seller or an Affiliate of Seller after the Closing Date; (g) any Liabilities and Obligations of Seller to indemnify its officers, directors, employees or agents; (h) all Taxes imposed on Seller (including any Taxes of any other corporation) and any Taxes assessed against Seller by virtue of its status as a member of any consolidated group of which such other corporation was also a member; (i) all Liabilities and Obligations of the Business for Warranty Claims with respect to products manufactured sold or delivered by Seller prior to the Closing Date to the extent they, in the aggregate, exceed the warranty reserve set forth in the Balance Sheet; and (j) all Liabilities and Obligations arising under or imposed pursuant to Environmental Laws, whether or not attributable to actions or failures to act by Seller, with respect to the ownership of, operation of, or properties utilized in connection with, the Business at any time prior to the Closing Date, and /or relating or to any real property owned, leased, occupied being transferred or controlled by Sellerleased to Buyer pursuant to this Agreement; (viik) any Seller Transaction Expensesall Liabilities and Obligations for employee benefits and employment-related Liabilities and Obligations of the Business incurred prior to the close of business on the Closing Date including Liabilities and Obligations to pay wages, salaries and other sums for accrued vacation or sick time, or otherwise due to Seller's employees and former employees (irrespective of such employees' status as Hired Employees); and (viiil) any liabilities or obligations arising from product liability claims for which without limiting the injury or loss giving rise thereto (not just the delivery generality of the notice of such claims) occurs prior to the Closing Dateforegoing subparagraphs (a)-(l), including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueliabilities listed on SCHEDULE 2.7(l).

Excluded Liabilities. Notwithstanding anything Notwithstandinx xxxxxxxx xx the contrary contained herein to in this Agreement or in any Transaction Document, and regardless of whether such liability is disclosed in this Agreement, in any of the contraryTransaction Documents or on any Schedule or Exhibit hereto or thereto, Buyer shall the New LLC will not assume, agree to pay, perform and discharge or cause to in any way be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any debts, liabilities or obligations (whether known of the Business, Seller, Shareholders or unknownany of their respective Affiliates of any kind or nature whatsoever, fixedarising out of, absoluterelating to, maturedresulting from, unmaturedor caused by any transaction, accrued status, event, condition, occurrence or contingentsituation relating to, now existing arising out of or arising after in connection with the date hereof) of Business, the Assets, Seller or any of its Affiliates (other than Shareholder existing, arising or occurring on or prior to the liabilities expressly assumed in this Agreement) Closing Date, including, but not limited towithout limitation, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of arising from the Excluded Assets (the "Excluded Liabilities"). Notwithstanding the foregoing, Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interestwill contribute into New LLC, and penalties New LLC will assume and thereafter pay and fully satisfy when due, all liabilities and obligations: (ia) attributable which arose prior to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on New LLC Asset Transfer and represent normal and current trade payables incurred by Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business in the ordinary course of business, consistent with past custom and practice, and are specifically set forth on Schedule 1.4(a) ("Accounts Payable"); (b) the other accrued liabilities of Seller which have been incurred in the ordinary course of business, consistent with past custom and practice and which are specifically set forth on Schedule 1.4(b) ("Accrued Liabilities"); and (c) first arising after the Closing Date, New LLC Asset Transfer under any liabilities Assumed Contract (except for any liability or obligations obligation arising out from any breach or failure to perform under any of operations the foregoing prior to the Closing Date) (all such liabilities and obligations to be so contributed into, and /or relating assumed by, the New LLC being collectively referred to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which herein as the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due"New LLC Assumed Liabilities").

Excluded Liabilities. Notwithstanding anything contained herein to the contraryany other provision of this Agreement, Buyer GI shall not and does not assume, agree to pay, perform or cause to be assumeddischarge, or be deemed to otherwise have assumed any liability or caused to have assumed or be liable or responsible responsibility for any liability or obligation of TCI or its Affiliates not included in the Assumed Liabilities, regardless of whether such liability or obligation is fixed or contingent, asserted or unasserted, and whether arising prior to, on or after the Closing Date (collectively, the "EXCLUDED LIABILITIES"). Without limiting the generality of the foregoing, the Excluded Liabilities shall include: (a) All liabilities arising out of or relating to the Excluded Assets; (b) All liabilities for Taxes imposed with respect to the taxable periods, or portions thereof, ending on or before the Closing Date; (c) All indebtedness for money borrowed; (d) All liabilities or obligations (whether known arising from any Litigation, investigation or unknown, fixed, absolute, matured, unmatured, accrued other proceeding pending or contingent, now existing threatened in respect of TCI or arising after the date hereof) of Seller its business or any of its Affiliates Affiliates, directors or officers; (other than e) All liabilities or obligations of TCI or any TCI Benefit Plan with respect to any of TCI's current or former employees, directors, consultants or advisors whether arising prior to, on or after the liabilities expressly assumed in this Agreement) Closing Date, including, but not limited to, the following (A) liabilities and obligations under any TCI Benefit Plan, (B) liabilities and obligations in respect of any payroll Taxes, (C) liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) arising from any liabilities or obligations relating to any current or former employee or independent contractor employment related Litigation, (D) liabilities and obligations in respect of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salaryagreement to which TCI is or was a party and (E) liabilities and obligations in respect of any severance, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan vacation pay agreements or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expensesarrangements; and (viiif) any All liabilities or obligations arising from product liability claims for which relating to the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs Transferred Assets that arose prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueClosing.

Excluded Liabilities. Notwithstanding anything contained herein to Specifically, and without in any way limiting the contrarygenerality of Section 2.4(a), Buyer shall the Assumed Liabilities will not include, and in no event will the Purchaser assume, agree to pay, discharge or cause to be assumedsatisfy, or be deemed to otherwise have assumed any responsibility for, any Liability or caused to have assumed obligation (together with all other Liabilities of the Sellers or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but Parent that are not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunderAssumed Liabilities, the “Excluded Liabilities”): (ia) owed to any liabilities Seller or obligations any Affiliate of any Seller which was incurred prior to the Closing Date; (b) for any Taxes of any Seller or any Affiliate of any Seller with respect to any period or portion thereof and any Taxes attributable to the Assets relating to any current period or former employee portion thereof ending on or independent contractor prior to the Closing Date (provided, that with respect to any Tax that is imposed on a periodic basis and is payable for a taxable period that begins before and ends after the Closing Date, the portion of such Taxes that is payable for the portion of such taxable period ending on such Closing Date shall be the amount of such Tax for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Tax for the preceding period) multiplied by a fraction, the numerator of which is the number of days in the portion of such taxable period ending on such Closing Date and the denominator of which is the number of days in the entire taxable period); (c) for any Indebtedness of any Seller or Parent, or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters Indebtedness otherwise relating to the Business which was incurred prior to the Closing Date; (d) relating to, resulting from or arising out of (i) claims made in pending or future suits, actions, investigations or other legal, governmental or administrative proceedings relating to events which have occurred, conditions arising, facts and circumstances existing, or the operation of the Business, prior to the Closing Date, or (ii) claims based on violations of Law, breach of contract, employment practices, intellectual property matters, product warranty, product liability, or environmental, health and safety matters or any such current other actual or former employee alleged failure of the Parent or independent contractor including any liabilities or obligations Seller to perform any obligation, in each case arising out of or relating to any employee-related matterevents which have occurred, employee-related payment obligationconditions arising, collective bargaining contractfacts and circumstances existing, labor negotiationgoods delivered or services performed, severance costor the operation of the Business, pension planprior to the Closing, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contractincluding without limitation, any Employee Benefit Plan claims set forth in Schedules 4.10(a) or any entitlements arising as a result of or in connection with the consummation of the Purchase4.11; (iie) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect pertaining to any Pre-Closing Period or (ii) imposed on Seller or any of its AffiliatesExcluded Asset; (iiif) for any liabilities Liability or obligations related reimbursement obligation to the Excluded Assets; (iv) any liabilities or obligations third party payor arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations for periods prior to the Closing Date, and /or other than accounts payable included in the Assumed Liabilities; (g) relating to, resulting from or arising out of any former operations of any Seller that have been discontinued or disposed of prior to the Closing Date; (h) under or relating to any real property ownedSeller Employee Benefit Plan, leased, occupied whether or controlled by Sellernot such Liability or obligation arises prior to or after the Closing Date; (viii) any Seller Transaction Expenses; and (viii) Liability for any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery employees of the notice of such claims) occurs Business with respect to the periods prior to the Closing Date, including specifically any wages, salaries or otherwise, or any Liability for any severance or similar payments for any employees of the Business; (j) of the Parent or any Seller arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of the Parent or any Seller; (k) any Liability related to any Proceeding, including without limitation, the FTC; (l) all losses caused by Liabilities of Parent or arising out of any alleged design, manufacture, assembly, installation, use Seller to Xxxx Xxxxxxxx whether or sale of any products manufactured by not reflected in the Factory or the Business prior Financial Statements; or (m) relating to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Channel Marketing. Such Excluded Liabilities that are an obligation shall include all claims, actions, litigations and proceedings relating to any or all of Seller promptly when duethe foregoing and all costs and expenses in connection therewith.

Excluded Liabilities. Notwithstanding anything contained herein any other provision of this Agreement to the contrary, the Buyer Parties are not assuming and the Seller Parties shall not assumepay, perform or cause to be assumedotherwise satisfy, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (all Liabilities other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates Assumed Liabilities (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):), including the following: (a) all Liabilities accruing, arising out of or relating to the conduct or operation of the Business or the ownership or use of the Transferred Assets prior to the Closing Date; (b) Liabilities for Excluded Taxes; (c) Seller Transaction Expenses; (d) all Liabilities in respect of Business Products manufactured, marketed, distributed or sold by the Business before the Closing Date; (e) Liabilities arising out or relating to Actions or threatened Actions to the extent involving or relating to the operation of the Business and the Transferred Assets prior to the Closing Date; (f) any Liability pursuant to any Environmental Law arising from or relating to any action, event, circumstance or condition occurring or existing on or prior the Closing Date; (g) all Liabilities (i) retained by the Seller Parties pursuant to Section 5.5, (ii) arising from or in respect of the employment of any liabilities Transferred Employee by the Seller Parties prior to the Closing, (iii) arising from or obligations relating in respect of the employment or termination of employment of any Business Employee on or prior to the Closing, including any gratuity payment, severance, notice or other payment or benefit due on the termination of employment of any Business Employee at the Closing, (iv) arising from the employment or termination of employment of any current or former employee or independent contractor service provider of the Seller or Parties other than, in each case, any of its Affiliates (whether or not such employee is hired by Buyer Transferred Employee following the Closing, and (v) and labor matters relating to any such current arising from or former employee or independent contractor including any liabilities or obligations arising out in respect of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the PurchasePlan, whenever arising; (iih) any Taxes, interest, and penalties indebtedness for borrowed money or guarantees thereof outstanding as of the Closing Date; (i) attributable to accounts payable of the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than Parties incurred in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viiij) any liabilities Liability or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior obligation relating to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all an Excluded Liabilities that are an obligation of Seller promptly when dueAsset.

Excluded Liabilities. Notwithstanding anything contained herein in this -------------------- Agreement to the contrary, Buyer shall not assume, assume or cause to otherwise be assumedliable in respect of, or be deemed by virtue of the execution and delivery of this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed or caused to have assumed or otherwise be liable in respect of, any debt, claim, obligation, or responsible for other liability of Seller, or any of Seller's Affiliates, other than the Assumed Liabilities, including, without limitation, any of the following liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited tocollectively, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “"Excluded Liabilities”):"): -------------------- (i) any obligations or liabilities or obligations relating to any current or former employee or independent contractor of Seller or any predecessor or Affiliate of its Affiliates (whether Seller which in any way relate to, or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising arise out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contractof, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the PurchaseExcluded Assets; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any all Tax liabilities of its AffiliatesSeller; (iii) any liabilities or obligations related of Seller owed to the Excluded Assetsany of its Affiliates; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller for borrowed money or any of its Affiliatesfor interest on such borrowed money; (v) any liabilities or obligations arising out of any breach by Seller or relating to any contract which is not an Assigned Contractpredecessor or Affiliate of Seller of any of the terms or conditions of any provision of any contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations of Seller or any predecessor or Affiliate of Seller resulting from, caused by or arising out of, any violation of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Sellerlaw; (vii) any claims, liabilities, or obligations of Seller Transaction Expenses; andas an employer, including, without limitation, liabilities for wages, supplemental unemployment benefits, vacation benefits, severance benefits, retirement benefits, Federal Consolidated Omnibus Budget Reconciliation Act of 1985 benefits, Federal Family and Medical Leave Act of 1993 benefits, Federal Workers Adjustment and Retraining Notification Act obligations and liabilities, or any other employee benefits, withholding Tax liabilities, workers' compensation, or unemployment compensation benefits or premiums, hospitalization or medical claims, occupational disease or disability claims, or other claims attributable in whole or in part to employment or termination by Seller or arising out of any labor matter involving Seller as an employer, and any claims, liabilities and obligations arising from or relating to any employee benefit plans; (viii) any claims, liabilities, losses, damages, or expenses relating to any litigation, proceeding, or investigation of any nature arising out of Seller's ownership of the Assets or Seller's operation of its Business on or prior to the Closing Date including, without limitation, any claims against or any liabilities for injury to, or death of, persons or damage to or destruction of property, any workers' compensation claims, and any warranty claims; (ix) except as may otherwise be provided herein, any accounts payable, other indebtedness, obligations or accrued liabilities of Seller; (x) any claims, liabilities, losses, damages, expenses or obligations resulting from the failure to comply with, or imposed pursuant to, any Environmental Law or resulting from the use, presence, generation, storage, treatment, transportation, handling, disposal, emission or release of Hazardous Substances, solid wastes, or gaseous matters by Seller or by any other Person related to, or affiliated with, Seller, the Assets or Seller's operation of the Business to the extent related to, arising from product or otherwise attributable to acts or omissions prior to, or conditions existing as of, the Closing Date, including, without limitation, any liability claims or obligation for which the injury cleaning up waste disposal sites from or loss giving rise thereto (not just the delivery of the notice of such claims) occurs related to acts or omissions occurring on or prior to the Closing Date; (xi) any fees and expenses incurred by Seller in connection with negotiating, including preparing, closing, and carrying out this Agreement and the transactions contemplated by this Agreement, including, without limitation, the fees and expenses of Seller's attorneys, accountants, consultants and brokers; and (xii) any liabilities or obligations with respect to any contracts that Buyer is not specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date assuming. Seller acknowledges and agrees that Seller shall satisfy pay promptly when due any and all Excluded Liabilities that are an obligation of Seller promptly when duenot discharged by it at or prior to Closing.

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Buyer shall not assume, assume or cause to be assumed, or be deemed to have assumed or caused to have assumed or and shall not be liable or responsible for to pay, perform or discharge any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (Affiliates, other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates Assumed Liabilities (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):), including the following: (ia) all trade or other accounts payable of Seller in connection with the Revo Business as of the Closing Date; (b) any liabilities or obligations arising out of or relating to Seller’s ownership or operation of the Revo Business and the Purchased Assets on or prior to the Closing Date (including all liabilities and obligations of Seller and its Affiliates relating to the guaranty of third-party obligations by or indemnification obligations of Seller and its Affiliates and all customer warranty claims or other claims relating to Revo Product manufactured on or prior to the Closing Date or sold by Seller or its Affiliates, in each case whether asserted before, on or after the Closing Date); (c) any liabilities or obligations relating to or arising out of the Excluded Assets; (d) any current liabilities or former employee obligations for Taxes relating to the Revo Business, the Purchased Assets or independent contractor the Assumed Liabilities for any Pre-Closing Period, including the portion of Seller the Overlap Period that ends on or before the Closing Date; (e) any of its Affiliates liabilities or obligations relating to (whether i) any Employee, or not such employee is hired by Buyer following the Closing(ii) and labor any labor, employment or social security matters relating to any such current or former employee or independent contractor Employee, including any liabilities or obligations arising out of or relating to any employee-related matterpayment obligation, employee-related payment withholding obligation, collective bargaining contractContract, labor negotiation, severance coststatutory benefits, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contractContract, consulting contractContract, any Employee Benefit Plan employee benefit plan, fines, Governmental Order, severance cost, notice of termination, information and consulting obligations, mass layoffs and redundancy obligations, or any entitlements arising as a result of or in connection with the consummation of the Purchasetransactions contemplated hereby; (iif) any Taxes, interest, and penalties Taxes (i) attributable to the purchased Purchased Assets or the Revo Business with respect to any Pre-Closing Period, including the portion of the Overlap Period that ends on or before the Closing Date or (ii) imposed on Seller Oakley, Luxottica Group or any of its their respective Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (ivg) any liabilities or obligations arising out of or relating to indebtedness of any Seller or any of its their respective Affiliates; (vh) any liabilities or obligations arising out of or relating to any contract Contract which is not an Assigned Contract; (vii) other than in connection with intercompany accounts payable; (j) the operation liabilities and obligations described on Section 2.03(a) of the Business after the Closing Date, Disclosure Schedules; (k) any liabilities or obligations related to the matters listed on Section 4.07(a) of the Disclosure Schedules or any other litigation, arbitration, investigation, proceeding or claim pertaining to the Revo Business, the Purchased Assets, Seller or any of its Affiliates to the extent based on a cause of action arising out of operations prior to the Closing Date, and /or relating to any real property ownedwhether the commencement of such litigation, leasedarbitration, occupied investigation, proceeding or controlled by Sellerclaim is before, on or after the Closing Date; (viil) any Seller Transaction Expenses; (m) all liabilities and obligations arising out of any breach under any provision of any Assigned Contract; and (viiin) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses Losses caused by or arising out of any alleged design, manufacture, assembly, installation, use defect in design or sale manufacture of any products manufactured by the Factory or the Revo Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before is before, on or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueDate.

Excluded Liabilities. Notwithstanding anything contained herein to Purchaser and its Affiliates (including after the contraryClosing, Buyer the Acquired Entities) shall not assume, be obligated to pay, perform or cause to be assumed, otherwise discharge or be deemed to have assumed or caused to have assumed or in any other manner be liable or responsible for any liabilities Liabilities (including Excluded Environmental Liabilities and any administrative claims) of, or obligations (Action against, any Seller or any of their Affiliates of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise, liquidated or unliquidated, due or to become due, known or unknown, fixedcurrently existing or hereafter arising, absolute, matured, matured or unmatured, accrued direct or contingentindirect, now and however arising, whether existing on the Closing Date or arising after thereafter as a result of any act, omission, or circumstances first taking place prior to the date hereof) of Seller or any of its Affiliates (Closing, other than the liabilities expressly assumed in this Agreement) including, but Assumed Liabilities (all such Liabilities that are not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, Assumed Liabilities being referred to collectively herein as the “Excluded Liabilities”):). For the avoidance of doubt, Excluded Liabilities shall include: (ia) all liabilities reflected on Excluded Tax Returns; (b) any and all liabilities for Excluded Taxes (excluding any Transfer Taxes); (c) any and all Liabilities of the Cash Consideration Sellers other than the Cash Seller Assumed Liabilities; (d) any and all Liabilities or amounts owed by any Seller to any other Seller or any Affiliate of any Seller as of the Closing, in each case, including any intercompany payable or other amounts due or owing; (e) any Liabilities and obligations that are not Assumed Liabilities relating to any current or former employee actual or independent contractor prospective directors, officers, managers, employees, consultants or other service providers of any Seller or any ERISA Affiliate, with respect to their employment, engagement, failure to hire or engage, and/or termination of its Affiliates (whether employment or not such employee is hired by Buyer following the Closing) and labor matters relating to engagement with any such current Seller or former employee any ERISA Affiliate, or independent contractor any spouse, dependent or beneficiary thereof, including any liabilities Liability or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, obligation under any Employee Benefit Plan or any entitlements arising other employee benefit plans, programs or arrangements with respect to which any Seller or ERISA Affiliate has or may have any Liability, contingent or otherwise, except as a result of or provided in connection with the consummation clause (g) of the Purchasedefinition of Assumed Liabilities, and any liability or obligation of Seller or its Affiliates under the WARN Act; and any Liability under any employment agreement, offer letter, consulting agreement or other Contract between any Seller or any ERISA Affiliate and any current or former actual or prospective directors, officers, managers, employees, consultants or other service providers of any Seller or ERISA Affiliate; (iif) any Taxesall obligations to garnish wages for employees, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations extent arising and related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations period prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (viig) any Liability of any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by extent relating to or arising out of any alleged design, manufacture, assembly, installation, use Excluded Asset; (h) all Liabilities under Indebtedness of the Sellers (including any Indebtedness or sale accounts payable owing from any Seller to any Affiliate of such Seller); (i) all Excluded Environmental Liabilities; (j) any tort liabilities of any products manufactured by Seller; (k) all Professional Fees and Expenses; (l) any Liability of any Seller, any of their Affiliates or any of their respective directors, officers, stockholders or agents (acting in such capacities), arising out of, or relating to, this Agreement or any other Transaction Agreement, whether incurred prior to, at, or subsequent to, the Factory Closing, including all finder’s or broker’s fees and expenses and any and all fees and expenses of any representatives of any of them; (m) any other Liability or obligation of any Seller or any of their Affiliates, whether relating to or arising from the Business Business, the Acquired Assets or otherwise, arising from facts, circumstances, occurrences, conditions, acts or omissions occurring prior to Closing, of whatever nature, whether known or unknown, accrued, contingent, absolute, determined, determinable, presently in existence or arising hereafter; and (n) the sponsorship of and all liabilities at any time arising under, pursuant to or in connection with any Employee Benefit Plan (except for the Acquired Entity Benefit Plans). Purchaser hereby acknowledges and agrees that, except as set forth in this Section 1.4, all Liabilities of any Acquired Entity as of the Closing Dateshall continue to be the Liabilities of such Acquired Entity following the Closing. To the extent that any Liability may be viewed as both an Assumed Liability and an Excluded Liability, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller it shall satisfy all be deemed an Excluded Liabilities that are an obligation of Seller promptly when dueLiability.

Excluded Liabilities. Notwithstanding anything contained herein to Other than the contraryAssumed Liabilities, Buyer the Purchasers shall not assumeassume or become responsible for, or cause to be assumed, or and shall not be deemed to have assumed or caused to have assumed or be liable or become responsible for for, any liabilities or and obligations (of any Asset Seller of any kind, whether known or unknown, fixedasserted or unasserted, absolute, matured, unmaturedabsolute or contingent, accrued or contingentunaccrued, now existing liquidated or arising after the date hereof) of Seller unliquidated, and whether due or any of its Affiliates to become due (other than the liabilities expressly assumed in this Agreement) including, but not limited tocollectively, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “"Excluded Liabilities”):"), including the following: (i) any liabilities liability or obligations relating obligation of the Asset Sellers pertaining to any current Excluded Assets; (ii) any liability or former employee obligation of the Asset Sellers with respect to Income Taxes; (iii) any liability or independent contractor obligation of Seller or any the Asset Sellers in respect of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating Excluded Employees, including pursuant to any such current retention agreements, severance agreements, change of control agreements or former employee other similar plans, policies or independent contractor arrangements; (iv) any liability or obligation of the Asset Sellers (A) related to any Employees or Retired Employees other than (a) liabilities and obligations of the Asset Sellers for benefits in respect of the Employees or Retired Employees, including under Seller Benefit Plans that are Assumed Contracts, (b) liabilities and obligations included in the Closing Working Capital and (c) liabilities and obligations under the Assumed Contracts or (B) that is incurred as a result of the Transactions pursuant to any liabilities retention agreements, severance agreements, change of control agreements or obligations other similar plans, policies or arrangements with or concerning the Employees or Retired Employees; (v) any liability or obligation of any Asset Seller arising out of or relating to any employee-related matterfacility that any Asset Seller may have owned, employee-related payment obligationleased, collective bargaining contractoperated or otherwise used at any time that is not included in the Real Property, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, including any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any such liabilities or obligations related to resulting from the Excluded Assets; (iv) generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any liabilities or obligations arising out of or relating to indebtedness of Seller Hazardous Materials at any such facility or any violations of its Affiliates; (v) any liabilities applicable Environmental Laws on, prior to or obligations arising out of or relating to any contract which is not an Assigned Contractafter the Closing Date; (vi) other than in connection with the operation any liability or obligation of the Business after the Closing Date, any liabilities or obligations Asset Sellers arising out of operations prior any action or proceeding actually initiated and pending as of the Closing and not listed on Schedule 1.1(B) or, if listed on Schedule 1.1(B), to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Sellerextent exceeding the amount of the accrual as set forth on Schedule 1.1(B); (vii) any Seller Transaction Expensesliability or obligation of the Asset Sellers for any non-compliance with applicable Laws prior to the Closing Date (it being understood that responsibility for liabilities and obligations for non-compliance with Environmental Laws is exclusively addressed in Sections 10.2(f) and 10.3); and (viii) all liabilities of Selling Parties under this Agreement, any liabilities Ancillary Agreement or obligations arising from product liability claims for which the injury any other agreement between a Selling Party and Silgan or loss giving rise thereto (not just the delivery any of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duePurchasers.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement and regardless of whether such liability is disclosed herein or on any schedule or exhibit hereto, Buyer shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed neither Purchaser nor any of its Affiliates will assume or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or extent not related to the Business with respect to any Pre-Closing Period or (ii) imposed arising out of, related to, resulting from, in the nature of or caused by any (A) Taxes, except as provided in Section 5.13 (regardless of when incurred), (B) indebtedness for borrowed money or deferred purchase price for property or any cash overdrafts of the Business arising on or prior to the Closing Date or any outstanding checks of the Business incurred on or prior to the Closing Date, (C) intercompany payables, intercompany loans or other intercompany liabilities of any kind or nature, (D) Excluded Asset, (E) matter disclosed on Schedule 2.13 hereto (or, which otherwise would have been required to be disclosed on such Schedule if prepared as of the Closing Date) or any litigation, claim or assessment of any kind or nature which is commenced (by the filing of a complaint or the like or the presentation of a written claim to Seller or any of its Affiliates; ) with any court or similar legal or administrative authority or any mediator or arbitrator (iii) any liabilities or obligations related or, in the case of a written claim, by presentation of such claim to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) at any liabilities time on or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date(including any customer litigation, and /or relating breach of contract, breach of warranty, tort, infringement, violation of law or environmental matter), including any such matter disclosed in the Schedules hereto, (F) facts, events or circumstances related to the Business' relationship with Birmingham Steel Corporation, Microfibres, Inc., Agrilink, Eskimo Pie Corporation, Cherrydale Farms, Foxboro Company (Invensys)/Ken's Foods, Foxboro Company/Alto Dairy, Shamrock Foods Company, Sugar Creek Packaging Company, Gulf States Steel, Inc., Xxxxxxxxxx.xxx, Xxxxxxxx Brands International, Inc. or Westin or (G) deferred revenue liability, which will be treated as specified in Section 1.7 hereof (in each case with respect to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Datematters specified in this Section 1.2(b), whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due) (the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all "Excluded Liabilities that are an obligation of Seller promptly when dueLiabilities").

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement or any of the other Transaction Documents, Buyer shall except as specifically provided herein, and regardless of whether such Liability is disclosed in this Agreement or in any of the other Transaction Documents, the Buyer, its assigns and its Affiliates, will not assume, agree to pay, perform or cause to discharge or in any way be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after and all Liabilities of the date hereof) of Seller Business or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) Selling Party, including, but not limited towithout limitation, the following obligations and liabilities of Seller and its Affiliates any Liabilities whatsoever relating, directly or indirectly, to any (such obligations and liabilities not assumed hereundera) trade creditors, the “Excluded bank debt, payroll or payroll tax Liabilities”): (i) any liabilities or obligations relating , payments due to any current or former employee of the Sellers for amounts due under any bonus plan or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating incentive arrangement, income tax Liabilities, severance Liabilities to any such current or former employee of the Sellers, Liabilities with respect to any vacation pay, sick pay, profit sharing or 401(k) contribution, Liabilities arising out of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law (collectively, the “WARN Act”), or any other Liabilities relating to the Seller’s current or former employees (including temporary and leased employees) and independent contractor including contractors; (b) any liabilities Liabilities with respect to any Employee Benefit Plan or obligations Taxes; (c) any environmental claims or Liabilities arising out of or relating to the past, present or future acts or omissions of the Sellers, or any environmental claims or Liabilities arising out of or relating to any employee-related matterpast, employee-related payment obligationpresent or future condition or contamination, collective bargaining contractincluding, labor negotiationwithout limitation, severance costthe presence of any Hazardous Materials, pension planon any of the Real Property, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option which condition or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a contamination was not the direct result of or the Buyer’s actions; (d) any contractual Liabilities relating to any existing facilities used in connection with the consummation Business, except to the extent expressly assumed by the Buyer in this Agreement; (e) any Liability of any Selling Party for Taxes for any period including any costs, and expenses incurred in connection with this Agreement; (f) the Liability, if any, of any Selling Party under any “bulk sales” or similar law or statue relating to the transfer of the Purchase; Assets hereunder; (iig) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business Liabilities for Taxes with respect to the Assets for any Pre-Closing Period period (or (iiportion thereof) imposed ending on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; ; (viih) any Seller Transaction Expenseslitigation involving any Selling Party; and (viiii) any liabilities Liabilities of any Seller with respect to such Seller’s failure to (A) comply with sales tax laws, or obligations arising from product liability claims for which the injury (B) collect sales tax in connection with any of their auctions on or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date; (j) any Liability of any Selling Party under the Excluded Real Property Leases; and (k) any Liabilities of any Seller related to, including specifically all losses caused by or arising out of any alleged designof, manufactureor in connection with, assembly, installationsuch Seller’s ownership, use or sale operation, of any products manufactured by the Factory Assets or the conduct of the Business on or prior to the Closing Date, whether ; all such Liabilities are defined herein as the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all “Excluded Liabilities that are an obligation of Seller promptly when dueLiabilities.”

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement, Buyer and regardless of whether such liability is disclosed in this Agreement or on any schedule or exhibit hereto or thereto, the Purchaser shall not assume, agree to pay, perform or cause to discharge or in any way be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any Excluded Liabilities. As used herein, the term "Excluded Liabilities" means any and all debts, liabilities or obligations of the Company, of any kind or nature whatsoever other than the Assumed Liabilities (whether due or to become due, fixed or unfixed, xxxxxx or inchoate, secured or unsecured, absolute or contingent, direct or indirect, asserted or unasserted, known or unknown, fixedand regardless of whether such debts, absolute, matured, unmatured, accrued liabilities or contingent, now existing obligations relate to the Business or arising after the date hereof) of Seller or any of its Affiliates (other than Assets). Unless such items are otherwise specifically included in the liabilities expressly assumed in this Agreement) including, but not limited toAssumed Liabilities, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunderExcluded Liabilities shall include, the “Excluded Liabilities”): without limitation, (i) any liabilities or obligations relating whatsoever relating, directly or indirectly, to any Excluded Assets, including without limitation, any trade creditors, payroll or payroll tax liabilities, payments due to any current or former employee of the Company for amounts due under any Benefit Plan, bonus plan or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating incentive arrangement, income tax liabilities, severance liabilities to any such current or former employee employees of the Company, or independent contractor including liabilities with respect to any liabilities vacation pay or obligations 401(a) contribution of such employees, (ii) any environmental or product liability claims arising out of or relating to any employee-related matterthe past, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option present or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation future operations of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets Company or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation contamination of the Business after the Closing Date, any liabilities or obligations arising out of operations Real Property that occurred prior to the Closing Date, and /or (iii) any contractual obligations or liabilities relating to any real property ownedexisting facilities used in connection with the Business or the Assets, leased(iv) any liability of the Company for Taxes, occupied costs and expenses incurred in connection with this Agreement, (v) the liability of the Company under any "bulk sales" or controlled by Seller; similar law or statute relating to the transfer of the Assets hereunder, (vi) any liability for Taxes (A) imposed on the Company or Xxxxxx at any time, or (B) attributable to the operation of the Business, with respect to any period (or a portion thereof) ending on or prior to the Effective Date, and (vii) any Seller Transaction Expenses; and (viiithe items listed on SECTION 1.2(b) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueOF THE DISCLOSURE SCHEDULE.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement or any of the other Transaction Documents, Buyer shall except as specifically provided herein, and regardless of whether such Liability is disclosed in this Agreement or in any of the other Transaction Documents, the Buyer, its assigns and its Affiliates, will not assume, agree to pay, perform or cause to discharge or in any way be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after and all Liabilities of the date hereof) of Seller Business or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) Selling Party, including, but not limited towithout limitation, the following obligations and liabilities of Seller and its Affiliates any Liabilities whatsoever relating, directly or indirectly, to any (such obligations and liabilities not assumed hereundera) trade creditors, the “Excluded bank debt, payroll or payroll tax Liabilities”): (i) any liabilities or obligations relating , payments due to any current or former employee of the Sellers for amounts due under any bonus plan or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating incentive arrangement, income tax Liabilities, severance Liabilities to any such current or former employee of the Sellers, Liabilities with respect to any vacation pay, sick pay, profit sharing or 401(k) contribution, Liabilities arising out of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law (collectively, the “WARN Act”), or any other Liabilities relating to the Seller’s current or former employees (including temporary and leased employees) and independent contractor including contractors; (b) any liabilities Liabilities with respect to any Employee Benefit Plan or obligations Taxes; (c) any environmental claims or Liabilities arising out of or relating to the past, present or future acts or omissions of the Sellers, or any environmental claims or Liabilities arising out of or relating to any employee-related matterpast, employee-related payment obligationpresent or future condition or contamination, collective bargaining contractincluding, labor negotiationwithout limitation, severance costthe presence of any Hazardous Materials, pension planon any of the Real Property, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option which condition or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a contamination was not the direct result of or the Buyer’s actions; (d) any contractual Liabilities relating to any existing facilities used in connection with the consummation Business, except to the extent expressly assumed by the Buyer in this Agreement; (e) any Liability of any Selling Party for Taxes for any period including any costs, and expenses incurred in connection with this Agreement; (f) the Liability, if any, of any Selling Party under any “bulk sales” or similar law or statue relating to the transfer of the Purchase; Assets hereunder; (iig) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business Liabilities for Taxes with respect to the Assets for any Pre-Closing Period period (or (iiportion thereof) imposed ending on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; ; (viih) any Seller Transaction Expenseslitigation involving any Selling Party; and (viiii) any liabilities Liabilities of any Seller with respect to such Seller’s failure to: (A) comply with sales tax laws, or obligations arising from product liability claims for which the injury (B) collect sales tax in connection with any of their auctions on or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date; (j) any Liability of any Selling Party under the Excluded Real Property Leases; and (k) any Liabilities of any Seller related to, including specifically all losses caused by or arising out of any alleged designof, manufactureor in connection with, assembly, installationsuch Seller’s ownership, use or sale operation, of any products manufactured by the Factory Assets or the conduct of the Business on or prior to the Closing Date, whether ; all such Liabilities are defined herein as the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all “Excluded Liabilities that are an obligation of Seller promptly when dueLiabilities.”