Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any Liabilities of the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and not in limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entity.

Excluded Liabilities. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreementcontrary, Purchaser including Section 2(c), the Buyer is not assuming and the Seller shall not be responsible for any Liabilities of pay, discharge, perform or otherwise satisfy, all liabilities other than the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and not in limitation of, including the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities):following: (i) all Taxes of any Liability under Seller Entity, including arising out of or with respect resulting from the consummation of this Agreement and all Taxes arising from or relating to Indebtedness the Transferred Assets or the operation of the Company Business that are incurred in or attributable to any period that ends prior to or on and including the Closing Date, or any third party or portion of any agreement or instrument relating thereto period that includes but ends after the Closing Date, except for Transfer Taxes (including any guaranty thereof or other contingent obligation with respect thereto“Retained Taxes”); (ii) any Liability relating all liabilities in respect of products or services manufactured, marketed, distributed, supplied, performed or sold by the Business prior to any Excluded Assetthe Closing Date, including product liability and negligence claims, liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty or similar claims, and liabilities for infringement, misappropriation, or other violation of third-party Intellectual Property whether the foregoing arises directly, or under an obligation to indemnify, or otherwise; (iii) all Environmental Liabilities alleged by or payable to any Liability (Person other than liabilities assumed a Buyer Entity or its Affiliates that arise out of the migration of Hazardous Materials from any Transferred Asset to any property owned or operated by Purchaser in accordance with Section 1.1(c)) imposed by such Person, to the extent the Environmental Condition or in connection with any Law Release of Hazardous Materials giving rise to such Environmental Liabilities was present on, at, or Permitunderlying the Transferred Asset, and incurred in connection with (A) conditions existingor the Release of Hazardous Materials occurred on or at the Transferred Asset, events or acts occurring or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the BusinessClosing Date; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) liability or Legal Proceeding caused by, relating obligation of any Seller Entity or any Affiliate of any Seller Entity to or arising from with respect to any factof its or their current or former employees, transactionofficers, status, event, circumstance, occurrence directors or situationother personnel (or any of their dependents or beneficiaries), whether known or unknownnot contingent, existingincluding, arising without limitation, any liability of Seller or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Businessa Seller Entity described in Section 5(f); (v) other than as set forth in Section 2(c)(vii), any Liability Employee Plan and any liability of, to or with respect to any Employee Plan, or any liability or obligation arising under Title I or IV or Section 302 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 412 or 4980B of the Code, including, but not limited to (i) any liability for complete or partial withdrawal under any Taxes multiemployer plan (Aas defined in Section 3(37) of the Company ERISA) pursuant to Section 4203 or 4205 of ERISA, respectively, and (ii) any Affiliate of the Company for any period or (B) attributable liability to the conduct of the Business or ownership of the Purchased Assets on or before the ClosingPension Benefit Guaranty Corporation (including, regardless of when assessedwithout limitation, liabilities for premiums and terminations); (vi) any Liability that was required indebtedness for borrowed money or guarantees thereof outstanding as of the Closing Date, other than accounts payable assumed by Buyer pursuant to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance SheetSection 2(c)(i) or 2(c)(ii); (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby)intercompany liabilities; (viii) any Liability under any Law pertaining liability or obligation relating to employment and employment practices of the Company prior an Excluded Asset; provided, however, that to the Closing extent, if any, that any liability might be partly an Assumed Liability and partly an Excluded Liability, the apportionment of such liability shall be determined pursuant to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination;equitable principles; and (ix) any Seller Transaction Expenses all liabilities accruing, arising out of or any Liability of any Seller Party incurred under this Agreement relating to the conduct or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation operation of the Company to indemnify any Person by reason Business or the ownership or use of the fact that such Person was a directorTransferred Assets before the Closing Date, officer, manager, employee, or agent of the Company or was serving at the request of any such entity except as a partner, trustee, director, officer, manager, employee, or agent of another entityset forth in Section 2(c)(iii) above.

Excluded Liabilities. Notwithstanding anything any provision in this Agreement to the contrary in this Agreementcontrary, Purchaser shall not assume, be obligated to pay, perform or otherwise discharge or in any other manner be liable or responsible for any Liabilities of, or Action against, any Seller, the Business or any of the Company Acquired Assets of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise, liquidated or unliquidated, due or to become due, known or unknown, currently existing or hereafter arising, matured or unmatured, direct or indirect, and however arising, whether existing on the Closing Date or arising thereafter as a result of any Affiliate of act, omission or circumstance taking place on or prior to the Company Closing, other than the Assumed Liabilities (all such Liabilities that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, being referred to collectively herein as the “Excluded Liabilities”). In furtherance ofFor the avoidance of doubt, Excluded Liabilities for all purposes hereunder includes (a) all claims, demands, proceedings and causes of action asserted or that may be asserted by or on behalf of any current or former employees or independent contractors of Sellers (including, without limitation, the Transferred Employees), and not in limitation ofany Liabilities, arising out of or relating to the employment or engagement of any current or former employees or independent contractors of Sellers (including, without limitation, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (iTransferred Employees) any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, or Closing Date and (Bb) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; all accounts payable (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance amounts payable) and other intercompany obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement owed to another Seller or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, its Affiliates or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entitySubsidiaries.

Excluded Liabilities. Notwithstanding anything any provision in this Agreement to the contrary in this Agreementcontrary, Purchaser is assuming only the Assumed Liabilities and is not assuming, and shall not be responsible deemed to have assumed, any other Liabilities of Sellers of whatever nature (whether arising prior to, at the time of, or subsequent to Closing), whether absolute, accrued, contingent or otherwise, whether due or to become due and whether or not assets, and whether or not known or unknown or currently existing or hereafter arising or matured or unmatured, direct or indirect, and the Sellers shall be solely and exclusively liable for any Liabilities and all such Liabilities, including those relating to, arising out of or in connection with the operation of the Company Business or the Purchased Assets (including the use and ownership thereof) at any Affiliate of time prior to the Company that are not Assumed Closing Date, and including, without limitation, those Liabilities specifically set forth in Section 1.1(c) below (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance ): (a) all Liabilities of the Sellers relating to or otherwise arising, whether before, on or after the Closing, out of, and not or in limitation ofconnection with, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following Excluded Assets; (each b) any and all Liabilities for Indebtedness with respect to borrowed money and any intercompany Indebtedness; (c) all guarantees of which shall also constitute Excluded Liabilities):third party obligations and reimbursement obligations to guarantors of Sellers’ obligations or under letters of credit; (d) any and all (i) any Liability under or with respect to Indebtedness Liabilities of the Company or Sellers for any third party or any agreement or instrument relating thereto Taxes (including any guaranty thereof or other contingent obligation Taxes owed by Sellers and arising in connection with respect theretothe consummation of the transactions contemplated by this Agreement); , (ii) any Liability relating Taxes imposed on any Person that are the responsibility of the Sellers pursuant to Section 11.1, (iii) Taxes attributable to the Purchased Assets or the operation of the Business for any Pre-Closing Tax Period and (iv) any Taxes arising from or in connection with an Excluded Asset; (iiie) any Liability and all Liabilities of the Sellers in respect of Contracts that are not Assigned Contracts; (other than liabilities assumed f) except for any employment Contract that is an Assumed Contract, all Liabilities with respect to compensation, severance or benefits of any nature owed to any current or former employee, officer, director, member, partner or independent contractor of Sellers or any ERISA Affiliate (or any beneficiary or dependent of any such individual), whether or not employed by Purchaser in accordance with Section 1.1(c)or any of its Affiliates after the Closing, that (A) imposed arises out of or relates to the employment, service provider or other relationship between Sellers or ERISA Affiliate and any such individual, including the termination of such relationship, (B) arises out of or relates to any Benefit Plan or (C) arises out of or relates to events or conditions occurring on or before the Closing Date; (g) draft or checks outstanding at the Closing; (h) all Liabilities under any futures contracts, options on futures, swap agreements or forward sale agreements; (i) all Liabilities for fees, costs and expenses that have been incurred or that are incurred or owed by or Seller in connection with any Law this Agreement or Permit, the administration of the Bankruptcy Case (including all fees and expenses of professionals engaged by Sellers) and administrative expenses and priority claims accrued through the Closing Date and specified post-closing administrative wind-down expenses of the bankrupt estates pursuant to the Bankruptcy Code (which such amounts shall be paid by the Sellers from the proceeds collected in connection with the Excluded Assets) and all costs and expenses incurred in connection with (Ai) conditions existingthe negotiation, events execution and consummation of the transactions contemplated under this Agreement and each of the other documents delivered in connection herewith, (ii) the preparation and submission of any filing or acts occurring notice required to be made or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or given in connection with any of the Business; transactions contemplated by this Agreement, and the obtaining of any consent required to be obtained in connection with any of such transactions; (iii) the negotiation, execution and consummation of the DIP Financings, and (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation consummation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) by this Agreement, including any Liability under retention bonuses, “success” fees, change of control payments and any Law pertaining to employment and employment practices other payment obligations of Sellers payable as a result of the Company prior to the Closing to the extent they relate to employees consummation of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under transactions contemplated by this Agreement or and the documents delivered in connection herewith; (xj) all Liabilities related to the WARN Act, to the extent applicable, with respect to Employees, and for any Liability action resulting from Employees’ separation of employment prior to or on the Closing Date; (k) all Liabilities of Sellers to their equity holders respecting dividends, distributions in liquidation, redemptions of interests, option payments or otherwise, and any liability of Sellers pursuant to any Affiliate Agreement; (l) all Liabilities arising out of or relating to any business or property formerly owned or operated by Sellers, any Affiliate or predecessor thereof, but not presently owned and operated by the Sellers; (m) all Liabilities relating to claims, actions, suits, arbitrations, litigation matters, proceedings or investigations (in each case whether involving private parties, Authorities, or otherwise) involving, against, or affecting any Purchased Asset, the Business, Sellers, or any assets or properties of Sellers, whether commenced, filed, initiated, or threatened before or after the Closing and whether relating to facts, events, or circumstances arising or occurring before or after the Closing; (n) all obligations of the Sellers arising and to be performed prior to the Closing Date arising from or related to the Business or the Purchased Assets; (o) all Environmental Liabilities and Obligations to the full extent allowed by applicable law; (p) all Liabilities of Sellers or their predecessors arising out of any contract, agreement, Permit, franchise or claim that is not transferred to Purchaser as part of the Purchased Assets or, is not transferred to Purchaser because of any failure to obtain any third-party or governmental consent required for such transfer; (q) with respect to all periods prior to the Closing Date, Sellers shall remain liable and responsible for compliance with, as well as any liability which may arise or exist under the Workers Adjustment and Retraining Notification Act, P.L. 100-379, with respect to the termination of any employee of any Seller Partyprior to the Closing Date; and (xir) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityLiabilities arising under Section 8.17(b).

Excluded Liabilities. Notwithstanding anything Neither Buyer nor any Buyer Designee shall assume or be obligated to the contrary in this Agreementpay, Purchaser shall not be responsible for perform or otherwise assume or discharge any Liabilities liabilities or obligations of the Company Seller or any Affiliate of its Affiliates, whether direct or indirect, known or unknown, absolute or contingent, except for the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (all of such excluded Liabilities, collectively, liabilities and obligations not so assumed being referred to herein as the “Excluded Liabilities”). In furtherance of, and not in limitation ofFor the avoidance of doubt, the foregoingParties agree that the Excluded Liabilities include, but are not limited to, any and notwithstanding anything all liabilities or obligations set forth or described in paragraphs (a) through (e) 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 in Seller’s or the contrary in this Agreementapplicable Affiliate’s books or financial statements: (a) except as otherwise expressly stated herein, Purchaser shall not be responsible for any liability or obligation relating to or arising out of the following (each of which shall also constitute Excluded Liabilities): (i) the employment and any Liability under or with respect to Indebtedness termination of the Company such employment by Seller or any third party Affiliate of any employee or any agreement former employee of Seller or instrument relating thereto (including any guaranty thereof an Affiliate on or other contingent obligation with respect thereto); prior to the Closing Date, (ii) any Liability relating employee’s or former employee’s or his/her dependents’ rights or obligations under any fringe benefit of employment with Seller or an Affiliate, (iii) the unpaid vacation, personal days and floating holidays accrued by Foundry Operation Employees and (iv) any retention payments granted or awarded by Seller or an Affiliate prior to any Excluded Assetthe Closing Date to be paid (if earned) to the Foundry Operation Employees following the Closing Date; (iiib) any Liability (other than liabilities assumed liability and obligation which arises out of or relates to any breach, default or violation by Purchaser in accordance with Section 1.1(c)) imposed by Seller or in connection with its Affiliates of any Law Assumed Operational Lease, Transferred Contract, Transferred In-License or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts Transferred Governmental Permit occurring on or prior to the ClosingClosing Date; and (c) any liability or obligation in connection with, or relating to, any actions, suits, claims or proceedings against Seller or any Affiliate which arise out of, accrue, or relate exclusively to (i) the operation or conduct of the Foundry Business, or (Bii) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets in each case by the Seller or its Affiliates on or before the ClosingClosing Date, regardless of when assessed; (vi) other than any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise obligation in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining Assumed Operational Leases or Transferred Contracts that relate in part to employment and employment practices of the Company prior to activities arising after the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityDate which shall be Assumed Liabilities.

Excluded Liabilities. Notwithstanding anything to the contrary contained herein, neither the Purchaser nor any of its Designees shall assume, or in this Agreementany way be liable or responsible for, Purchaser shall not be responsible for any Liabilities or commitments of the Company or any Affiliate Seller except for the Assumed Liabilities. Without limiting the generality of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and not in limitation of, the foregoing, neither the Purchaser nor any of its Designees shall assume, and notwithstanding anything to the contrary in this Agreement, Purchaser Seller shall not be remain responsible for any of the following (each of which shall also constitute the "Excluded Liabilities"): (ia) all Liabilities for any Liability under administrative expenses or with respect to Indebtedness fees or expenses of the Company or any third party or any agreement or instrument relating thereto professional persons (including any guaranty thereof attorney, consultant or other contingent obligation with respect thereto); (iifinancial advisor) employed or retained by the Seller in connection with, resulting from or attributable to the transactions contemplated hereby, the Bankruptcy Cases, or any Liability transaction relating to any an Excluded Asset; (iiib) except as provided in Section 1.03(b), all Liabilities (whether absolute, contingent, or otherwise) which have accrued with respect to or arisen out of the Acquired Assets on or prior to the Closing Date, including any Liability of the Seller or any of its employees, directors, officers, Affiliates, or agents arising out of, relating to, or caused by (whether directly or indirectly), the Seller's ownership, possession, operation, interest in, use or control of the Acquir ed Assets before the Closing Date; (c) any Liability for (i) Taxes of the Seller or any of its Affiliates or (ii) Taxes attributable to the Acquired Assets or the Business, in each case, relating to any period or any portion of any period ending on or prior to the Closing Date (for this purpose, ad valorem taxes shall be prorated as of the Closing Date) (the Taxes described under clauses (i) and (ii) of this subparagraph, collectively, the "Seller's Taxes"); (d) subject to Section 1.03(b), with respect to current or former employees, officers, directors and consultants of the Seller and its Affiliates, all Liabilities in respect of any compensation, benefit plan, agreement, arrangement, program, policy or understanding relating to such individuals, their service to and tenure with the Seller and its Affiliates, and their benefits, including any employment, consulting, severance, Liability in respect of WARN, change in control or similar agreements, workers' compensation liabilities any other than liabilities assumed by employment-related claim (including for actual, constructive or deemed termination, employment discrimination or wrongful discharge) or any right of indemnification; (e) all Liabilities that are allocated to the Seller under Section 5.16 or that are otherwise excluded as Liabilities of the Purchaser under Section 5.16; (f) all Liabilities which arise, whether before, on or after the Closing Date, out of, or in accordance with Section 1.1(c)) imposed by connection with, the Excluded Assets, including any Liabilities of the Seller under the Parmalat Accounts Receivables Agreement and all Liabilities arising out of or in connection with any Law Indebtedness of the Seller or Permitany of its Affiliates; (g) all Liabilities arising from any litigation, and incurred investigation or other proceeding pending or threatened prior to the Closing Date in connection with (A) conditions existingrespect of the Seller or any of its officers, events directors, representatives or acts occurring agents relating to the Business or omissions arising from any litigation, investigation or other proceeding, whenever asserted, arising out of acts any event or transaction occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the BusinessClosing Date; (ivh) any Liability the Seller's Transfer Taxes; (other than liabilities assumed i) all Cure Amounts; provided, however, that, if and to the extent the aggregate Cure Amounts for all of the Assumed Contracts exceed $150,000, the Seller shall not be required to assume Assumed Contracts for assignment to the Purchaser pursuant hereto unless the Purchaser shall agree in writing by notice to the Seller to pay the Cure Amounts, if any, in excess of $150,000 in the aggregate in respect of those specific Contracts Purchaser selects as stated in the following provisions of this Section 1.04(i); it being understood and agreed that in such event the Purchaser may select from among the Assumed Contracts which Assumed Contracts the Seller shall be required to assume and assign to the Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused byherewith, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to and the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was Seller shall not be required to assume the Assumed Contracts not so designated by the Purchaser (and Purchaser shall not be disclosed as a liability under GAAP on the Balance Sheetrequired to purchase and accept hereunder any such Contracts it does not select), and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees that the aggregate Cure Amounts in respect of the Company, including all Laws relating Contracts so selected by Purchaser are in excess of $150,000 and such additional amount as the Purchaser may agree to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or pay in connection accordance herewith; (x) any Liability to any Affiliate of any Seller Party; and (xij) all Liabilities incurred by the Seller on or after the Closing Date other than any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityAssumed Liabilities.

Excluded Liabilities. Notwithstanding anything to the contrary contained in this AgreementAgreement or any documents executed in connection with the Transactions, Purchaser shall and regardless of whether such Obligations are disclosed in the Schedules or otherwise, except as expressly set forth in Section 1.3 or this Section 1.4, Buyer will not assume or in any way be responsible for any Liabilities Obligations of the Company Seller Parties or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) Business, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and not in limitation ofincluding, the foregoingwithout limitation, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible any: (a) indebtedness for any of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability under or with respect to Indebtedness borrowed money of the Company (“Indebtedness”); (b) Obligations owed by the Company to any Seller Party or any third party or any agreement or instrument relating thereto Affiliates thereof; (including any guaranty thereof or other contingent obligation with respect thereto); (iic) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating Obligations related to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation out of the Business; Excluded Assets; (vd) any Liability for any Taxes Seller Taxes, subject to Section 6.1; (Ae) Seller Expenses; (f) regardless of whether such Obligation is disclosed in the Schedules or otherwise, Obligations related to or arising out of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct operation of the Business or ownership of the Purchased Assets on or before prior to the Closing, regardless of when assessed; Effective Time; (vig) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations Obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents any insurance policies of the Company; (h) Obligations of the Company related to Environmental Laws; or (i) except for the COBRA obligations described in Section 1.3(e), Obligations under Plans or for severance, other employee benefits or other moneys or damages (including claims under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any Affiliate similar law) from or on behalf of any of the employees of the Company with respect to who are employed by the service, engagement Company at any time as of or employment, as applicable, of such Persons prior to the Closing Effective Time (or from any federal, state or local governmental agency or authority on behalf of such employees or relating to such claims) involving an alleged employment loss or termination as of or prior to the Effective Time, including such obligations that may those which are based upon or arise in connection with out of the execution and delivery of this Agreement or any of the transactions contemplated herebyhereby (whether or not such employees are hired by Buyer); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entity.

Excluded Liabilities. Notwithstanding anything the provisions of Section or any other provision hereof or any schedule or exhibit hereto, and regardless of any disclosure to the contrary in this AgreementBuyer, Purchaser Buyer shall not be responsible for assume any Liabilities of Seller other than the Company or any Affiliate of Assumed Liabilities. The Liabilities retained by Seller (the Company that are not Assumed Liabilities specifically set forth "Excluded Liabilities") shall include, without limitation: 3.2.1 Except as otherwise provided in Section 1.1(c, Seller's Liabilities for any claims (whenever made) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance arising out of, and not in limitation ofrelating to, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for resulting from or caused by any of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstancecondition, occurrence or situation, whether known or unknown, situation existing, arising or occurring (i) in connection with the ownership or operation of the Business or the Seller's assets on or prior to the Closing, Effective Time or otherwise attributable (ii) in connection with Seller's or its Affiliates' businesses or activities at any time prior to or on the Effective Time; 3.2.2 Liabilities with respect to all Taxes of Seller relating to the pre-Closing ownership or operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before prior to the ClosingEffective Time (including, regardless without limitation, any payroll taxes and any other operating business taxes) and all Taxes of when assessedSeller arising out of or relating to any of the transactions contemplated hereby; (vi) 3.2.3 any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company all Liabilities with respect to any current or former employee, independent contractor, or consultant employed or engaged in the serviceoperation of the Business or the beneficiaries or dependents of any such Person (collectively, engagement "Employees") or employmentEmployee Plan, including, without limitation, any and all Liabilities relating to or arising in connection with or as applicablea result of (i) the employment or the actual or constructive termination of employment of any Employee by Seller (including, without limitation, any termination of such Persons prior to the Closing (including such obligations that may arise employment in connection with the consummation of the transactions contemplated by this Agreement), (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, any Employee Plan or other or arrangement of Seller, (iii) accrued but unpaid salaries, wages, bonuses, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation), (iv) any and all retention, change in control or other similar compensation or benefits which are or may become payable in connection with the consummation of the transactions contemplated by this Agreement, or (v) contributions, premiums, duties and liabilities relating to any Employee Plan; 3.2.4 Liabilities of Seller for costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or 3.2.5 any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person person by reason of the fact that such Person person was a director, officer, manager, employee, employee or agent of the Company Seller or an Affiliate of Seller or was serving at the request of any such entity a Seller as a partner, trustee, director, officer, manager, employee, employee or agent of another entityperson (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 statute, charter document, bylaw, agreement or otherwise); 3.2.6 Liabilities of Seller under or pursuant to the Transaction Documents; 3.2.7 Liabilities arising out of or relating to the Excluded Assets; 3.2.8 any claim for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Assignment or the consummation of the transactions contemplated hereby based upon any alleged agreement, arrangement or understanding between the claimant and Seller or any of its agents or representatives; and 3.2.9 any Liabilities not specifically assumed by Buyer hereunder.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any Liabilities of the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded 2.2(a), other than the Assumed Liabilities, neither Purchaser nor any of its Subsidiaries will assume or be bound by any Liability, duty or obligation of any of the Seller Entities or any of their respective Affiliates, and the Seller Entities and their respective Affiliates shall retain all Liabilities, duties and obligations other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). In furtherance of, and not in limitation ofincluding, by way of example only, the foregoingfollowing Liabilities of the Seller Entities and their respective Affiliates: (1) any Liability, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for duty or obligation of any of the following (each Seller Entities or their respective Affiliates of which shall also constitute Excluded Liabilities): (i) any Liability under nature whatsoever, whether accrued, absolute, primary or with respect secondary, contingent or otherwise, direct or indirect, asserted or unasserted, known or unknown, that is primarily related to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto)Retained Business; (ii2) any Liability Liability, duty or obligation of any of the Seller Entities or their respective Affiliates of any nature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, to the extent relating to or arising from or in connection with any Excluded Asset; (iii3) the Excluded Deposits; (4) the One HSBC Center Lease; (5) any Liability (other than liabilities assumed by Purchaser in accordance compensation or benefit Liabilities to Business Employees or Affiliated Employees with Section 1.1(c)) imposed by respect to services provided to Seller or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or its Affiliates prior to the ClosingClosing Date (including, or (Bwithout limitation, all liabilities for accrued but unused paid time off) and any real propertyLiabilities under the Employee Plans, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or incurred prior to the ClosingClosing Date, whether or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability not such claims are submitted for any Taxes (A) of the Company payment or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets reimbursement on or before the ClosingClosing Date, regardless of when assessedexcept to the extent otherwise provided under Section 9.1; (vi6) any Controlled Group Liability that was required to be disclosed as a liability arising under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company Employee Plan or any employee benefit plan sponsored, maintained or contributed to or by any current or former ERISA Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses Entities or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Partytheir respective Subsidiaries; and (xi7) any obligation liability for Excluded Taxes (whether or not relating to the Transferred Business). Notwithstanding anything in Section 13.9 to the contrary, in no event shall Article XIII limit the retention by the Seller Entities of Excluded Liabilities as between Purchaser and the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entitySeller Entities.

Excluded Liabilities. Notwithstanding anything Except for those liabilities specifically assumed by Buyer pursuant to the contrary in this AgreementSection 1.4, Purchaser Buyer shall not assume and shall not be responsible liable for, and Sellers or the relevant Affiliates of Sellers shall retain and remain solely liable for any Liabilities and obligated to discharge, all of the Company or debts, contracts, agreements, commitments, obligations and other liabilities of any Affiliate nature whatsoever of Sellers, of any of the Company that are not Protrader Entities or of any of their respective Affiliates (whether express or implied, whether fixed or contingent, whether liquidated or unliquidated, whether known or unknown, whether accrued, due or to become due, and whether related to the Assets or the Business or the Protrader Claims or otherwise), nor shall the Assets or the Protrader Claims be subject to any such obligation or liability (all such obligations or liabilities other than the Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, are collectively referred to as the “Excluded Liabilities”). In furtherance ofWithout limiting the generality of the foregoing and except for the Assumed Liabilities, and not in limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser Buyer shall not be responsible for assume or become liable to pay, perform or discharge: (a) Any obligations or liabilities arising from the relationship between Sellers or any of the following (each their Affiliates and any of which shall also constitute Excluded Liabilities): (i) their respective employees or any Liability under termination thereof, including any bonus, commission or with respect to Indebtedness severance obligations of Sellers existing as of the Company date hereof or arising by reason of the termination of any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto)of Sellers’ employees by Sellers; (iib) any Liability relating to Any liability associated with or arising out of any Excluded Asset; (iiic) Subject to Section 1.6, any Liability (other than liabilities assumed liability for Taxes arising out of any failure by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; andto (i) timely pay to any appropriate taxing Authority, in compliance with Applicable Law, all Taxes with respect to the Assets for all periods through the First Closing, or (ii) withhold from any Employee, and to timely pay to the appropriate taxing Authority, in compliance with Applicable Law, all Taxes with respect to any Employee through all periods in which such Employee is employed by any Seller or any Affiliate of any Seller; (xid) Any obligation or liability of any Seller or any Affiliate of Sellers under any Employee Benefit Plan; (e) Any liability of any Seller for Wage Claims; (f) Any obligation or liability of Sellers or any of their Affiliates for any finder’s, broker’s or advisor’s fees or expenses or the like, whether incurred in connection with any of the Company transactions contemplated by this Agreement or otherwise; (g) Any legal proceedings (and any debts, obligations and liabilities with respect thereto), other than any legal proceedings relating to the Protrader Claims (which shall be the responsibility of the Protrader Claims Group and for which Sellers shall be entitled to receive indemnification under Section 6.3(iv)), now pending or hereafter instituted against Sellers or any liability of Sellers or any Affiliate of Sellers to indemnify any Person Authority or other Person; (h) Any liability of Sellers or any Affiliate of Sellers relating to intercompany obligations or other obligations between Sellers and any Affiliate of Sellers; or (i) Any obligation or liability under any contract, commitment or agreement unless the same is expressly identified herein and expressly assumed by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityBuyer hereunder.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, Purchaser Buyer shall not be responsible for any Liabilities of the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and not in limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability under or obligated with respect to Indebtedness any Assumed Obligation except to the extent that it constitutes a valid and legally enforceable claim against Seller. Buyer is not, either directly or indirectly, by implication or otherwise, assuming or agreeing to pay, perform or discharge, as the case may be, any other debts, liabilities or obligations of Seller or the Companies or any of them or their respective current or former grantors, beneficiaries or shareholders or other Affiliates of any nature whatsoever and whether or not arising out of, or relating directly or indirectly, to the Business (including known, unknown, absolute, contingent or otherwise) and regardless of whether such is made, claimed or asserted prior to, on or after the Closing Date and including, but not limited to, the following: (a) All trade and other accounts payable due by Seller or the Companies or any of them to third parties, Affiliates, or current or former shareholders of the Company Companies or any third party of them, or any agreement current or instrument relating thereto (including any guaranty thereof former trustees, grantors or other contingent obligation with respect thereto); (ii) any Liability relating beneficiaries of Seller to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, the extent arising from events or acts occurring or omissions of acts occurring claims arising on or prior to the ClosingClosing Date, and including, without limitation, all of the foregoing arising out of or relating to the Business, except to the extent listed on Schedule 1.3(c); --------------- (Bb) All accrued expenses of Seller or the Companies or any real propertyof them, business entities to the extent arising from events occurring or assetsclaims arising or otherwise attributable to periods on or prior to the Closing Date, whether domestic including, without limitation, all of the foregoing arising out of or foreign, formerly owned, leased, occupied or operated by or in connection with relating to the Business; (ivc) All debts, liabilities, obligations and Indebtedness of Seller or the Companies or any Liability of them as of the Closing Date, including, without limitation, all of the foregoing arising out of or relating to the Business and those which are payable to lenders; (other than d) All liabilities assumed by Purchaser in accordance with Section 1.1(c)) and obligations of Seller or Legal Proceeding caused bythe Companies or any of them or its or their respective Affiliates or current or former shareholders of the Companies or current or former trustees, grantors or beneficiaries of Seller for foreign, federal, state and local Taxes, including deficiencies, interest and penalties and including, without limitation, those relating to or arising out of the Acquired Assets or the operation of the Business by Seller or the Companies or any of them on or prior to the Closing Date, including, without limitation, sales, use, property, franchise, gross receipts, withholding, payroll, social security, unemployment, disability, estimated, occupation, excise and income taxes; (e) All liabilities and obligations of Seller or the Companies or any of them and any of its or their respective Affiliates or current or former shareholders of the Companies or current or former trustees, grantors or beneficiaries of Seller arising under this Agreement, including those arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and fees and expenses of counsel, accountants and other experts; (f) All liabilities and obligations of Seller or the Companies or any of them, including costs, expenses, damages, fines, awards and penalties and settlements by or against Seller or the Companies or any of them, with respect to pending or threatened litigation, suits, claims, labor disputes, demands of federal, state or local governmental proceedings or investigations, to the extent arising from events occurring or claims arising or otherwise attributable to periods on or prior to the Closing Date and whether or not disclosed in the Schedules to this Agreement; (g) All obligations and liabilities of Seller or the Companies or any factof them to the extent arising out of or resulting from the noncompliance by Seller or the Companies or any of them with any federal, transactionstate, statuslocal or foreign law, eventregulation, circumstanceorder or administrative or judicial determination, occurrence including without limitation those relating to environmental matters at the Premises or situationelsewhere, whether known the Occupational Health and Safety Act ("OSHA"), the Employee Retirement Income ---- Security Act of 1974 ("ERISA"), as amended, or unknownemployment practices of the ----- Business, existingincluding the health and safety standards applicable to employees of any of Seller or the Companies, any and all of the foregoing to the extent arising or occurring on or prior to the ClosingClosing Date; for purposes of this Agreement, such matters for which Seller shall indemnify the Buyer to the extent arising or occurring on or prior to the Closing Date, whether on-site or off- site, and whether brought directly against Seller or the Companies or any of them or against Buyer, shall include, without limitation, the following: (A) acts or omissions by Seller's or a Company's employees, representatives, officers, directors, agents, contractors, transporters or any other Person for whose acts or omissions Seller or such Company is liable in connection with the production, generation, storage, treatment, transportation, disposal, emission, or otherwise attributable other handling or disposition of any waste or materials of any kind; (B) actual or alleged emission, discharge, disbursal, disposal, seepage, release or escape of any liquid, solid or gaseous substance produced, generated, stored, treated, utilized, transported or disposed of by or on behalf of Seller or the Companies or any of them, including its or their employees, representatives, officers, directors, agents, contractors, transporters, or any Person for whose acts or omissions Seller or such Company is liable and including any of the foregoing at the Premises; and (C) contamination on or prior to the preClosing Date of air, surface water, ground water, soil, real or personal property in excess of amounts authorized by law or permit on, at or underlying the Premises or off-site contamination for which Seller or the Companies or any of them are liable arising out of acts or omissions occurring on or prior to the Closing operation Date; (h) All liabilities and obligations for which Seller or the Companies or any of them is legally or contractually responsible, including acts or omissions of its suppliers, of any nature whatsoever and regardless of when a claim is asserted, to the extent relating to items sold or rented or services performed by Seller or the Companies or any of them on or prior to the Closing Date, whether founded upon negligence, breach of warranty, strict liability, tort and/or any and all legal, equitable, or other theories, seeking compensation or recovery for, or relating to, injury to Person or damage to property; (i) All liabilities and obligations for which Seller or the Companies or any of them are legally or contractually responsible, including costs and expense of defense, regardless of when a claim is asserted, whether founded upon workers' compensation or employer's liability claims, negligence, strict liability, tort and/or any and all other legal, equitable or other theories, to the extent seeking compensation or recovery and arising out of injuries and occupational diseases sustained by employees of Seller or the Companies or any of them, or customers or employees of customers of Seller or the Companies or any of them, on or prior to the Closing Date; (j) All liabilities and obligations of Seller or the Companies or any of them to the extent arising from the breach or default by Seller or the Companies or any of them, prior to the Closing Date, of any lease, contract or commitment, including those referred to in Sections 1.1(k), 1.1 (1) and 1.1(m); (k) All liabilities and obligations of Seller or the Companies or any of them, arising prior to the Closing Date, relating to the Real Property Leases and the Personal Property Leases described in Section 1.3(b), except to the extent of ordinary course pro-rated accruals for the one month of rent, if any, included on the Closing Balance Sheet; (l) All liabilities and obligations of Seller or the Companies or any of them of whatever kind or nature to the extent arising in connection with the conduct of any and all businesses of Seller or the Companies or any of them, or any of its or their respective Affiliates or current or former shareholders, other than the Business; (vm) any Liability for any Taxes (A) All liabilities and obligations of Seller or the Company Companies or any Affiliate of them for claims for severance and termination and for payments in lieu of notice of termination made by any employee of Seller or the Company for Companies or any period of them, including those (i) who are terminated by Seller or (B) attributable the Companies or any of them on or prior to the conduct Closing Date, (ii) employees of Seller or the Companies or any of them who are offered employment by Buyer or a successor direct or indirect owner of the Business and whether or ownership not such employees accept or reject such employment offer, and (iii) employees of Seller or the Companies or any of them to whom Buyer or a successor direct or indirect owner of the Purchased Assets Business does not make an offer of employment; (n) All other liabilities, debts and obligations of Seller or the Companies or any of them to employees and former employees of Seller or the Companies or any of them and their beneficiaries, heirs and representatives on account of salary, vacation, sick or holiday pay, or bonuses, as well as any such liabilities and obligations relating to any employee profit sharing plans and savings and stock ownership/option plans and pension or retirement plans, 401(k) plans, disability (long term and short term), dental, life insurance, health, medical, welfare and any and all other remuneration, employee compensation, and entitlement plans of any kind whatsoever arising on or before the ClosingClosing Date, regardless except to the extent of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP ordinary course, pro-rated payroll accruals for the last pre-Closing Date pay period, if any, included on the Balance Sheet, and was not shown as a liability on the Closing Balance Sheet; (viio) All liabilities and obligations for intercompany accounts payable and other amounts, if any, due from Seller or the Companies or any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related of them to employees, officers, directors, brokers, bankers, independent contractors or agents of the another Company or any Affiliate of the Company with respect to the service, engagement their respective Affiliates or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby)shareholders or former shareholders; (viiip) any Liability under any Law pertaining to employment All liabilities and employment practices obligations of Seller or the Company prior to the Closing Companies to the extent they relate arising out of any failure of any Plan of Seller or any Company to employees satisfy any qualification requirement under the Code or ERISA and any defect or failure of any Plan of Seller or any Company arising out of a violation of any provision of the CompanyCode, including ERISA and all Laws relating to wage other applicable law, including, without limitation, any and hoursall costs of audits, overtime compensationfines, leaves of absencesanction amounts, unemployment insurance, harassment penalties and discriminationinterest and all costs and expenses associated with correcting deficiencies; (ixq) any All obligations and liabilities of Seller Transaction Expenses or the Companies or any Liability of them arising out of or relating to the matters described on Schedule 1.4 or ------------ designated as "Excluded Liabilities" on the Schedules to this Agreement. -------------------- The foregoing debts, liabilities and obligations, other than the Assumed Obligations, are collectively referred to herein as "Excluded Liabilities." Notwithstanding any of the terms of this Section 1.4, no liability or obligation of any Seller Party incurred under this Agreement or in connection herewith; (x) any of the Companies shall be an Excluded Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity extent it is specifically identified as a partner, trustee, director, officer, manager, employee, or agent of another entityan Assumed Obligation in Section 1.3.

Excluded Liabilities. Notwithstanding anything to the contrary The parties agree that liabilities and obligations of Sellers not described in this Agreement, Purchaser shall Section 2.3 as Assumed Liabilities are not be responsible for any Liabilities part of the Company Assumed Liabilities, and neither the LLC nor Buyer shall assume or become obligated with respect to any other obligation or liability of Sellers or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) Sellers (such excluded Liabilities, collectively, the “"Excluded Liabilities”"). In furtherance , including, without limitation, the liabilities and obligations described in this Section, all of which shall remain the sole responsibility of, and not in limitation ofbe discharged and performed as and when due by, Sellers. In particular, neither the foregoing, and notwithstanding anything LLC nor Buyer shall have any liability or obligation with respect to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each liabilities or obligations of which shall also constitute Excluded Liabilities): (i) any Liability under or with respect to Indebtedness of Sellers as the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to same may exist at the Closing, or : (Ba) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection Liabilities associated with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from the Excluded Assets and the ownership, operation and conduct of any factbusiness by Sellers or their successors in interest in connection therewith or therefrom, transaction, status, event, circumstance, occurrence and liabilities associated with or situation, whether known or unknown, existing, arising or occurring on or prior to from Sellers' obligations under the Closing, or otherwise attributable to the pre-Closing operation of the Business;Related Agreements and Transmission Arrangements. (vb) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable Subject to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise Section 5.3 respecting certain expenses incurred in connection with the transactions contemplated hereby);hereby and by the Related Agreements, any of Sellers' or their Affiliates' liabilities or obligations with respect to franchise taxes and with respect to foreign, federal, state or local taxes imposed upon or measured, in whole or in part, by the income for any period of Sellers or any member of any combined or consolidated group of companies of which any of Sellers are, or were at any time, a part, or with respect to interest, penalties or additions to any of such taxes, and any income, franchise, tax recapture, transfer tax, sales tax or use tax that may arise upon consummation of the transactions contemplated hereby and be due from or payable by Sellers, it being understood that neither the LLC nor Buyer shall be deemed to be Sellers' transferee with respect to any such tax liability. (viiic) any Liability under any Law pertaining to employment and employment practices Liabilities or obligations of Sellers or their Affiliates arising from the Company breach by Sellers prior to the Closing Date of any term, covenant, or provision of any of the Assumed Contracts. (d) Liabilities of Sellers for Third Party Claims (as defined in Section 12.5(a)) where the injury or damage involved occurred prior to the extent they relate Closing, provided that Third Party Claims related to employees Existing Soil Contamination or to Remediation Measures shall be subject to the further provisions of the Company, including all Laws relating to wage and hours, overtime compensation, leaves Section 6.4. (e) Liabilities of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party Sellers incurred under this Agreement or in connection herewith; (x) with Sellers' obtaining any Liability consent, authorization or approval necessary for them to any Affiliate of any Seller Party; and (xi) any obligation of sell, convey, assign, transfer or Page 13 - CENTRALIA PLANT PURCHASE AND SALE AGREEMENT deliver the Company Assets to indemnify any Person by reason of the fact that such Person was a directorLLC or to sell, officerconvey, managerassign, employee, transfer or agent of deliver the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityLLC Interests to Buyer hereunder.

Excluded Liabilities. Notwithstanding anything any provisions of this Agreement to the contrary in this Agreementcontrary, Purchaser Buyer shall not assume, or in any way be liable or responsible for for, any Liabilities of Sellers except for the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectivelywhether direct or indirect, known or unknown, fixed or contingent or otherwise, liquidated, xxxxxx or inchoate, due or to become due (the “"Excluded Liabilities”"). In furtherance of, of the foregoing and not in limitation ofthereof, except for the foregoingAssumed Liabilities, and notwithstanding anything in no event shall Buyer be liable for: (a) Any environmental Liabilities, claims or contingencies, including without limitation any indemnification obligations or other Liabilities, claims or contingencies of Sellers (including any Liabilities, claims or contingencies with respect to the contrary property owned by Sellers in this AgreementChicago, Purchaser shall not be responsible for Illinois) under any Environmental Law. (b) Any matters subject to litigation, arbitration, investigation or other proceedings (i) pending or threatened against any of the following (each Sellers, regardless of when any such proceeding was commenced or the manner in which shall also constitute Excluded any Liabilities): (i) , claims or contingencies pertaining to any Liability under such proceeding are currently, or with respect to Indebtedness of may be in the Company future, treated or any third party classified in the Bankruptcy Cases or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) instituted against any Liability relating of the Sellers after Closing to the extent based upon, or arising out of, any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by fact, condition, event or in connection with any Law circumstance which occurs or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring is otherwise existing on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business;Closing Date. (ivc) Any product liability or claims for injury to person or property against any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) of the Sellers, regardless of when made or Legal Proceeding caused byasserted, relating to any products that have been manufactured, marketed, licensed, distributed or arising from any fact, transaction, status, event, circumstance, occurrence sold in the operation of the Business or situation, whether known or unknown, existing, arising or occurring services performed by the Business on or prior to the ClosingClosing Date, or otherwise attributable which is imposed, or asserted to be imposed, against any of the pre-Closing Sellers by operation of law, in connection with any service performed or any products that have been manufactured, marketed, licensed, distributed or sold in the operation of the Business;Business on or prior to the Closing Date. (vd) Liabilities, claims and contingencies associated with any Liability and all notes, indentures and other similar debt instruments or evidence of indebtedness for borrowed money, guarantees, accruals and payables of Sellers to third parties or other intercompany payables. (e) Any Liability, claim or contingency under any Taxes employee benefit, compensation, or fringe benefit plan, program, Contract, or arrangement of the Sellers, including, but not limited to any "employee benefit plan" (Aas such term is defined in section 3(3) of the Company Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or would be so defined if the plan were subject to ERISA), severance pay plan, or change in control agreement. (f) Any employment related Liabilities, claims or contingencies, including without limitation, claims resulting from the failure of Buyer to hire any Affiliate employee of any Seller, arising or accruing on, before, or as the immediate result of the Company consummation of the Contemplated Transactions. (g) Any Taxes of Sellers for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets ending on or before the ClosingClosing Date other than property or transfer Taxes for which Buyer is responsible pursuant to Sections 2.4 and 5.6 of this Agreement, regardless of when assessed;respectively. (vih) any Liability that was required to be disclosed Any Liabilities arising under the Consolidated Omnibus Budget Reconciliation Act of 1985, as a liability under GAAP on the Balance Sheetamended, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to any employee or former employee of Sellers, including the service, engagement or employment, as applicable, qualified beneficiaries of such Persons employees, whose qualifying event occurs on or prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employeeClosing, or agent of the Company where such Liability relates to their employment with Sellers or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entitycoverage under Sellers' health plans.

Excluded Liabilities. Notwithstanding anything to the contrary in any other provision of this Agreement, Purchaser except for the Assumed Liabilities expressly specified in Section 2.2, Buyer shall not assume, or otherwise be responsible for for, any Liabilities of Seller, whether liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) date hereof (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and not which Excluded Liabilities include, without limitation: (a) Any Liability to or in respect of any employees or former employees of Seller including without limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability under employment agreement, whether or with respect to Indebtedness of the Company or not written, between Seller and any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); person, (ii) any Liability relating under any employee benefit plan at any time maintained, contributed to or required to be contributed to by or with respect to Seller or Parent or under which Seller or Parent may incur Liability, or any Excluded Asset; contributions, benefits or Liabilities therefor, or any Liability with respect to Seller’s withdrawal or partial withdrawal from or termination of any employee benefit plan and (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by claim of an unfair labor practice, or in connection with any Law claim under any state unemployment compensation or Permitworker’s compensation Regulation or under any federal or state employment discrimination Regulation, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring which shall have been asserted on or prior to the Closing, Closing Date or (B) any real property, business entities is based on acts or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring omissions which occurred on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the BusinessDate; (vb) Any Liability of Parent or Seller in respect of any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessedTax; (vic) Any Liability arising from any Liability that was required injury to be disclosed as a or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate other legal or equitable theory arising from defects in products manufactured or from services performed by or on behalf of the Company with respect to the service, engagement Seller or employment, as applicable, of such Persons any other person or entity on or prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby)Date; (viiid) Any Liability of Seller arising out of or related to any Liability under Action against Seller or any Law pertaining to employment Action which adversely affects the Assets and employment practices of the Company which shall have been asserted on or prior to the Closing Date or to the extent they relate the basis of which shall have arisen on or prior to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller PartyClosing Date; and (xie) any obligation Any Liability of Parent or Seller resulting from entering into, performing its obligations pursuant to or consummating the Company to indemnify any Person by reason of the fact that such Person was a directortransactions contemplated by, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entity.this Agreement

Excluded Liabilities. Notwithstanding anything to Except for the contrary in this AgreementAssumed Liabilities, Purchaser Acquirer is not assuming any liability or obligation of the Company, whether known or unknown, fixed or contingent, and regardless of when such liabilities may arise or may have arisen or when asserted. Specifically, the Company shall retain, and Acquirer shall neither assume nor become responsible for, and the Assumed Liabilities shall not be responsible for any Liabilities of the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilitiesinclude, collectively, the “Excluded Liabilities”). In furtherance of, and not in limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute collectively, the "Excluded Liabilities):"): any Liabilities or obligations relating to or arising in connection with any Excluded Asset; (i) any Liability under or of the Company for Taxes (with respect to Indebtedness operation of the Business or otherwise), (ii) except as provided in Section 1.9 hereof, any Liability of the Company or any third party or any agreement or instrument relating thereto for income, transfer, sales, use, and other Taxes arising in connection with the consummation of the transactions contemplated hereby (including any guaranty thereof or other contingent obligation with respect theretoincome Taxes arising because the Company is transferring the Purchased Assets); (ii) any Liability relating to any Excluded Asset; , (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for the unpaid Taxes of any period Person under Income Tax Regulations section 1.1502-6 (or (B) attributable to the conduct any similar provision of the Business state, local, or ownership of the Purchased Assets on or before the Closingforeign law), regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheettransferee or successor, and was not shown as a liability on the Balance Sheet; (vii) by contract or otherwise; any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation Liabilities of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, employee or agent of the Company (whether or was serving at not in connection with the request conduct of the Business); any such entity as a partnerLiabilities of the Company for costs and expenses incurred in connection with this Agreement; any Liabilities or obligation of the Company under this Agreement; any Liabilities or obligations relating to any Company Plan, trusteeemployee severance, directoremployee benefits (including employer taxes or tax withholding from employees) or compensation arrangements relating to or arising out of the conduct of the Business prior to and including the Closing Date, officer, manager, employee, with respect to any employee or agent former employee of another entitythe Business; and any Liabilities or obligations arising from Legal Proceedings arising from the conduct of the Business prior to and including the Closing Date.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreementcontained herein, the Purchaser shall not assume, or in any way be liable or responsible for for, any Liabilities liabilities, commitments or obligations of the Company Seller of any kind or any Affiliate of nature whatsoever, known or unknown, accrued, fixed, contingent or otherwise, liquidated or unliquidated, choaxx xx inchoate, due or to become due, except for the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”"EXCLUDED LIABILITIES"). In furtherance of, and not in limitation of, Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of assume the following (each of which shall also constitute Excluded Liabilities):following: (ia) any Liability under liabilities or obligations (whether absolute, contingent or otherwise) with respect to Indebtedness of to, arising out of, or related to, the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring Assets on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability Closing Date (other than liabilities assumed by Purchaser in accordance with Section 1.1(cthe Cure Amounts)) , including any liability or Legal Proceeding caused byobligation of the Seller or any of its employees, directors, officers, Affiliates or agents arising out of, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closingto, or otherwise attributable to caused by (whether directly or indirectly), the pre-Closing Seller's ownership, possession, interest in, use or control of the Assets or operation of the Business; (vb) any Liability for any Taxes (A) liability or obligation of the Company Seller for (x) Taxes accrued for, applicable to or arising from any Affiliate of period prior to the Company for Closing Date or Income Taxes accrued for, applicable to, or arising from any period or (By) attributable for transfer or other Taxes arising by reason of the consummation of the Contemplated Transactions; (c) any liability or obligation of the Seller pursuant to Environmental Laws based upon or arising from events, conditions or circumstances occurring or existing on or prior to the conduct Closing Date; (d) any liability or obligation of the Business Seller in respect of employment plans (including any pension, welfare or ownership other Seller Plan), consulting, severance, change in control or similar agreements, other than the liabilities or obligations of the Purchased Assets Seller in respect of any Assumed Seller Plan (unless and to the extent the Purchaser in its discretion agrees in writing to assume any such liabilities or obligations as it may in its sole judgment elect, including any such assumption conditional upon mutual agreement as to modifications or amendments to any such agreements should the Purchaser so specify) and other than the DeVlieg Transferred Vacation and Severance Pay; (e) all Chapter 11 Expenses, all liabilities and obligations of the Seller relating to the Excluded Assets, and all other liabilities and obligations of the Seller under or arising out of this Agreement with respect to the Contemplated Transactions, including legal, accounting and other professional fees, expenses and Taxes incurred by the Seller, except as contemplated in Section 6.12; (f) all liabilities and obligations of the Seller to any of its Affiliates; (g) all liabilities and obligations of the Seller (x) to financial institutions or other Persons for borrowed money (including any indebtedness under the DIP Credit Agreement), for any interest rate or currency swap, collar, floor or similar arrangement or for any commodity swap or futures or forward contract (except to the extent listed on SCHEDULE 2.4(g)), or before (y) with respect to indebtedness or obligations of others which the ClosingSeller has directly or indirectly guaranteed; (h) all liabilities and obligations of the Seller, regardless of when assessed; (vi) the claims are brought, in respect of any Liability that was required to be disclosed as a product liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to any product developed, manufactured, serviced, sold, distributed, caused to be distributed or intended to be distributed by or on behalf of the service, engagement Business on or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby)Date; (viiii) any Liability all liabilities and obligations of the Seller relating to customer claims, regardless of when the claims are brought, under any Law pertaining warranty relating to employment and employment practices products developed, manufactured, serviced, sold, distributed, caused to be distributed or intended to be distributed by or on behalf of the Company Business on or prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller PartyDate; and (xij) any all liabilities and obligation of the Company Seller relating to indemnify medical, dental and health benefits and any Person by reason of workers' compensation claims relating to any period prior to the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityClosing Date.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, Purchaser Buyer shall not assume and shall not be responsible for to pay, perform or discharge any Liabilities liabilities or obligations of the Company Seller or any Affiliate of the Company its Affiliates that are not expressly Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and all Excluded Liabilities shall remain the obligations of Seller from and after the Closing. The Excluded Liabilities include, but are not in limitation oflimited to, all of the foregoing, following liabilities: (a) any liabilities or obligations arising out of or relating to Seller’s ownership or operation of the Business and notwithstanding anything the Purchased Assets prior to the contrary Closing; (b) any liabilities or obligations relating to or arising out of the Excluded Assets; (c) any liabilities or obligations for Excluded Taxes; (d) except as reflected as a Current Liability in Closing Working Capital, any liabilities or obligations relating to or arising out of or in connection with (i) the employment or service with Seller or any of its Affiliates, or termination of employment or service from Seller or any of its Affiliates, of any Person at any time, (ii) workers’ compensation claims of any Person which relate to events occurring prior to the Closing Date, or (iii) any Benefit Plan or any other benefit or compensation plan, policy, program, Contract, agreement, or arrangement at any time maintained, sponsored, 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; (e) any liabilities or obligations of Seller or its Affiliates arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, Purchaser shall not be responsible for the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, the Transaction Expenses and any other fees and expenses of counsel, accountants, consultants, advisers and others except as expressly set forth herein; (f) any liabilities and obligations of Seller or its Subsidiaries set forth on Schedule 2.5(f) attached hereto; (g) any intercompany claim to payment and any other amount owed by the Business to the Seller or its Affiliates as of the following Closing; (each h) any liabilities arising out of which shall also constitute Excluded Liabilities):any Legal Proceedings, to the extent arising or accruing against or related to the operation of the Business or the Purchased Assets prior to the Closing; (i) any Liability under or with respect to Indebtedness liabilities arising out of any failure of the Company Business or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating Seller to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection comply with any applicable Law to the extent arising or Permit, and incurred in connection with (A) conditions existing, events accruing against or acts occurring related to the operation of the Business or omissions of acts occurring on or the Purchased Assets prior to the Closing, or ; (Bj) any real propertyliabilities, business entities including any Economic Detriment arising out of any spinoff transaction, corporate reorganization or assetsrestructuring activities by the Seller and its Subsidiaries in preparation of the Business for sale or the actual sale of the Business or that otherwise affects the Business; and (k) the Transaction Expenses and all accounting, whether domestic tax and legal fees and expenses incurred by the Seller (contingent or foreign, formerly owned, leased, occupied or operated by or otherwise) in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused bysale process, relating to or arising from any factstructuring, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation negotiation and consummation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under by this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityAgreement.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreementcontained herein, Purchaser shall not assume, or in any way be liable or responsible for for, any Liabilities of Sellers or their Affiliates (including under any successor liability or similar theory) except for the Company or any Affiliate Assumed Liabilities. Without limiting the generality of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and not in limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be assume, and Sellers shall remain responsible for any of for, the following (each of which shall also constitute Excluded Liabilitiesthe "EXCLUDED LIABILITIES"): (ia) all Liabilities for any Liability under administrative expenses or with respect to Indebtedness fees or expenses of the Company or any third party or any agreement or instrument relating thereto professional persons (including any guaranty thereof attorney, consultant or other contingent obligation with respect thereto); (iifinancial advisor) employed or retained by or on behalf of Sellers in connection with, resulting from or attributable to the Contemplated Transactions, the Bankruptcy Cases, or any Liability transaction relating to any an Excluded Asset; (iiib) subject to SECTION 1.04(h) regarding certain Cure Amounts and other than for Surviving Permitted Encumbrances referred to in Section 1.03(a), subject to the provisions of SECTION 2.04, all Liabilities which accrue with respect to, arise out of, or relate to, the Acquired Assets on or prior to the Closing Date, including any Liability of Sellers or any of their respective employees, directors, trustees, officers, affiliates, or agents arising out of, relating to, or caused by (whether directly or indirectly), Sellers' ownership, possession, operation, interest in, use or control of the Acquired Assets and any claims, litigation or actions against Sellers or their Affiliates, or with respect to the Business, relating to the period prior to the Closing; (c) except as provided in SECTION 1.03(b) relating to Transfer Taxes, any Liability for (i) Taxes of Sellers or any of their respective Affiliates or (ii) Taxes attributable to the Acquired Assets or the Business, in each case, relating to any period or any portion of any period ending on or prior to the Closing Date (for this purpose, ad valorem taxes shall be prorated as of the Closing Date) (the Taxes under clauses (i) and (ii), collectively, the "SELLERS' TAXES"); (d) with respect to current or former employees, officers, directors, trustees and consultants of Sellers and their Affiliates, all Liabilities in respect of any compensation, benefit plan, pension or other than post-employment benefit plan, unpaid vacation days, any agreement, arrangement, program, policy or understanding relating to such matters, their service to and tenure with Sellers and their Affiliates, and their benefits, including any employment, consulting, severance or other termination payments, liability in respect of WARN, change in control or similar agreements, workers' compensation liabilities assumed by Purchaser or any other employment-related claim (including for actual, constructive or deemed termination, employment discrimination or wrongful discharge) or any right of indemnification; (e) all Liabilities which arise, whether before, on or after the Closing Date, out of, or in accordance with Section 1.1(c)connection with, the Excluded Assets; (f) imposed by all Liabilities arising out of or in connection with any Law actual or Permitpotential indebtedness (including any letter of credit reimbursement obligation) of Sellers or any of their Affiliates; (g) all Liabilities arising from any litigation, and incurred investigation or other proceeding in connection with (A) conditions existingrespect of Sellers or any of their Affiliates or any officers, events directors, trustees, employees, representatives or acts occurring agents thereof or, to the extent relating to any transaction or omissions of acts event occurring on or prior to the Closing, in respect of the Acquired Assets; (h) all Cure Amounts; provided, however, that, (i) if and to the extent the aggregate Cure Amounts for all of the Assumed Contracts and all of the Commercial Leases exceed $4,250,000, the Sellers shall not be required to assume an Assumed Contract or Commercial Lease for assignment to the Purchaser pursuant hereto unless and except to the extent the Purchaser shall agree in writing by notice to the Sellers to pay any excess Cure Amount attributable to such Assumed Contract or Commercial Lease; it being understood and agreed that in such event the Purchaser may (A) select from among the Assumed Contracts and Commercial Leases which Assumed Contracts and Commercial Leases the Sellers shall be required to assume and assign to the Purchaser in accordance herewith up to such maximum amount, and the Sellers shall not be required to assume any Assumed Contracts or Commercial Leases to the extent that the aggregate Cure Amounts are in excess of such aggregate maximum amount and such additional amount as the Purchaser may agree to pay in respect of excess Cure Amounts in accordance herewith, or (B) choose not to proceed to Closing pursuant to SECTION 7.02(g) and SECTION 8.01(d)(iv) if, in the absence of Purchaser assuming such Assumed Contracts or Commercial Leases, there would be a Material Adverse Effect, (ii) Sellers' obligation to pay any real propertyCure Amounts related to the Resident Litigation shall be limited as provided by the last paragraph of this SECTION 1.04 (after giving effect to SECTION 2.11), business entities and (iii) if and to the extent the aggregate Cure Amounts for all of the Residency Agreements for matters other than the Resident Litigation are less than $1,000,000, such Cure Amounts shall be borne by Purchaser and, if such Cure Amounts exceed $1,000,000, then (X) the Sellers and/or Purchaser may elect to pay such excess Cure Amounts as provided by the last paragraph of this SECTION 1.04 or assets(Y) if neither the Sellers nor the Purchaser elects to pay all such excess Cure Amounts, whether domestic the Sellers or foreign, formerly owned, leased, occupied or operated by or in connection with the BusinessPurchaser may elect to terminate this Agreement pursuant to SECTION 8.01(b)(ii); (ivi) any Liability (all liabilities and obligations incurred by Sellers on or after the Closing Date other than any Assumed Liabilities; and (j) all liabilities assumed of Sellers to their Affiliates. The Sellers shall as soon as practicable take such actions as are necessary under the Bankruptcy Code to obtain a determination by the Bankruptcy Court (finally or by estimation) of the aggregate Cure Amounts with respect to the Residency Agreements and shall keep the Purchaser reasonably informed in respect of the determination of such Cure Amounts. If upon such determination, the aggregate Cure Amounts with respect to the Residency Agreements, other than any portion of such Cure Amounts that is in respect of the Resident Litigation, exceed $1,000,000, the Sellers may elect by notice to the Purchaser to pay all such Cure Amounts in excess of $1,000,000. The Sellers may also elect to pay such Cure Amounts out of the Additional Amount as provided by SECTION 2.11 if the Additional Amount available is sufficient to pay all such Cure Amounts. If the Sellers have not theretofore made such election and thereby provided for payment of all such Cure Amounts, the Sellers shall give written notice thereof to the Purchaser not later than twenty Business Days before the Anticipated Closing Date and the Purchaser may elect by written notice to the Sellers, within 15 Business Days after receiving such notice from the Sellers (or, if earlier, the day prior to the Closing Date) to pay all such Cure Amounts in excess of $1,000,000. Alternatively, the Sellers and the Purchaser may agree to split responsibility for payment of all such Cure Amounts in excess of $1,000,000 in any way in which they, each in their absolute discretion, may agree upon in writing. If at any time after the close of business on the 15th Business Day following such notice by the Sellers (or, if earlier, the day prior to the Closing Date), the Sellers have not elected to pay all such Cure Amounts, the Purchaser has not elected to pay all such Cure Amounts and the Sellers and the Purchaser have not agreed in writing to split responsibility for payment of all such Cure Amounts, either the Sellers or the Purchaser may terminate this Agreement in accordance with SECTION 8.01(b)(ii). The Sellers may, but shall not be required to, pay any Cure Amounts with respect to the Residency Agreements that are in respect of the Resident Litigation; provided, however, that the Sellers may elect to pay such Cure Amounts out of the Additional Amount available to Sellers from the Purchaser as provided in SECTION 2.11(c). If the Sellers do not elect to pay any such Cure Amounts in excess of such amount available from the Purchaser, the Sellers shall give notice thereof to the Purchaser not later than twenty Business Days before the Anticipated Closing Date and the Purchaser may elect by notice to the Sellers, within 15 Business Days after receiving such notice from the Sellers (or, if earlier, the day prior to the Closing Date), to pay all such Cure Amounts. Alternatively, the Sellers and the Purchaser may agree to split responsibility for payment of all such excess Cure Amounts in any way in which they, each in their absolute discretion, may agree upon in writing. If at any time after the close of business on the 15th Business Day following such notice by the Sellers (or, if earlier, the day prior to the Closing Date), the Sellers have not elected to pay all such Cure Amounts, the Purchaser has not elected to pay all such Cure Amounts and the Sellers and the Purchaser have not agreed in writing to split responsibility for payment of all such Cure Amounts, either the Sellers or the Purchaser may terminate this Agreement in accordance with SECTION 8.01(b)(ii). Notwithstanding the responsibility of the Sellers and/or the Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company this SECTION 1.04 with respect to payment of a Cure Amount, in the servicecase of any Cure Amount that has been estimated, engagement the Sellers and/or the Purchasers shall not be required to make a payment to cure any defaults or employmentotherwise effectuate, as applicable, of such Persons prior pursuant to the Closing (including Bankruptcy Code, the assumption by a Seller or Sellers and assignment to and assumption by Purchaser of Assumed Contracts or Residency Agreements to be assigned to Purchaser in accordance herewith unless and until such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices Cure Amount is required by agreement or order of the Company prior Bankruptcy Court to be paid or reserved or deposited in escrow, in which case the Closing party responsible shall be entitled to the extent they relate to employees any excess of the Company, including all Laws relating amount reserved or escrowed over the amount ultimately determined to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that be payable for such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entitypurpose.

Excluded Liabilities. Notwithstanding anything Anything contained herein to the contrary in this Agreementnotwithstanding, Purchaser neither Buyers nor any of its Subsidiaries or other Affiliates will assume or undertake to pay, perform or discharge, and none of them will be liable for and, as between Buyers and Sellers, Sellers shall not remain liable for and pay, perform and discharge when due (or cause to be responsible for paid, performed or discharged when due), any and all Liabilities of the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, including, without limitation, the following Liabilities in respect of the Business, however and whenever arising (collectively, the “"Excluded Liabilities”). In furtherance of, and not in limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities"): (ia) any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability Liabilities based upon, arising out of, relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or otherwise in connection with any Law actual or Permitthreatened or future Action with respect to any events, and incurred in connection with (A) actions, occurrences, omissions, circumstances or conditions existing, events or acts occurring or omissions of acts occurring existing on or prior to the ClosingEffective Time (whether asserted prior to, on or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with after the BusinessEffective Time); (ivb) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused byLiabilities based upon, arising out of, relating to or arising from otherwise in connection with any facttort, transactionbreach or violation of or non-compliance with any Contract or Lease, statusand any infringement, event, circumstance, occurrence violation of Law or situation, regulatory noncompliance (whether known civil or unknown, existing, arising criminal) occurring or occurring existing on or prior to the ClosingEffective Time (whether asserted prior to, on or after the Effective Time); (c) Environmental Liabilities based upon, arising out of, relating to or otherwise in connection with events, actions, occurrences, omissions, circumstances or conditions related to the Business and attributable to any period on or prior to the preEffective Time (whether asserted prior to, on or after the Effective Time); (d) Except for and to the extent of the matters referred to in Section 9.1(b), Liabilities in respect of employees and former employees of the Business based upon, arising out of, relating to or otherwise in connection with employment by Sellers or any of their Subsidiaries or Affiliates at any time on or prior to the Effective Time, whether pursuant to benefit plans or otherwise and whether claims therefor are submitted prior to, on or after the Effective Time, including without limitation: (i) Liabilities for salary, bonuses, incentive payments and other compensation payments; (ii) Liabilities in respect of pension benefits and any Plan, including any 401(k) Plan of any Seller; (iii) Liabilities for employee welfare and fringe benefits (including, without limitation, medical, vision care, prescription drugs, dental, retiree health, life, retiree life, travel, accident, short- and long-Closing operation term disability, hospitalization and other benefits); (iv) Liabilities in respect of severance pay, salary continuation and similar obligations, including the Workers Adjustment and Retraining Notification Act and any similar state or local "mass layoff" or "plant closing" statutes ("WARN"), relating to the termination or alleged termination (whether voluntary or involuntary) of employment or claims in respect thereof arising prior to the Effective Time or as a result of the execution, delivery, performance and consummation of the transactions contemplated by this Agreement; (v) Liabilities with respect to workplace safety and (vi) Liabilities in respect of all Laws relating to employment, including discrimination, harassment, termination of employment, failure to employ, civil rights and the collection and payment of withholding and/or social security taxes and any similar tax; (e) Liabilities based upon, arising out of, relating to or otherwise in connection with workers' compensation claims (whether asserted prior to, on or after the Effective Time) resulting from injuries that occur on or prior to the Effective Time; (f) Liabilities under all incentive arrangements with employees or other Persons relating to the sale or other disposition of the Business; (vg) any Liability for any Taxes (A) Liabilities in respect of the Company or any Affiliate funding of checks outstanding at the Company for any period or (B) attributable Effective Time relating to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessedBusiness; (vih) Except for the Chase Loan, Liabilities for and relating to indebtedness for borrowed money; (i) Liabilities for and relating to the guarantee of any Liability that was indebtedness or obligation of any Person; (j) Liabilities in respect of all payables and other balances (including, without limitation, intercompany cash management balances) owed to Sellers or any of their Subsidiaries or Affiliates as of the Effective Time (other than the Merchandise Liabilities"); (k) Liabilities related to Former Businesses; (l) Liabilities based upon, arising out of, relating to or otherwise in connection with Business Leases not set forth on Schedule 6.10 (a) or Contracts which pursuant to Section 6.9(a) are required to be disclosed as a liability under GAAP set forth on the Balance SheetSchedule 6.9(a), and was but which are not shown as a liability set forth on the Balance Sheetsuch Schedule 6.9(a); (viim) any Liability Liabilities for deferred compensationincome, accrued bonusestransfer, transaction or sales, use and other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise Taxes arising in connection with the consummation of the transactions contemplated hereby); (viiin) Liabilities for any Liability under any Law pertaining to employment and employment practices of the Company prior Taxes relating to the Closing Business, the Assets or the Assumed Liabilities for periods (or portions thereof) up to and including the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discriminationEffective Time; (ixo) The Shareholder Payables and any Seller Transaction Expenses or other Liabilities to any Liability shareholders of any Seller Party incurred under this Agreement or in connection herewithSeller; (xp) The Xxxx Xxxxx Payable; (q) $166,589 of the current payable to Xxxx Xxxxx, LLC for consignment merchandise as referred to in Section 3.1(b), which amount shall be payable by FSA to Xxxx Xxxxx, LLC as of the Closing; (r) Liabilities for which Sellers or any Liability of their Subsidiaries or Affiliates are made responsible pursuant to any Affiliate of any Seller Partythis Agreement; and (xis) any obligation of Liabilities relating to the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityRetained Assets.

Excluded Liabilities. Notwithstanding anything It is hereby acknowledged and agreed that, except for the Assumed Liabilities, Buyer shall not assume or be obligated to pay, perform or otherwise discharge any obligations or liabilities of Seller or any of its Affiliates, whether or not related to the contrary in this AgreementBusiness and whether direct or indirect, Purchaser shall known or unknown, or absolute or contingent, including, but not be responsible for any Liabilities limited to, the following (all of the Company or any Affiliate of the Company that are such obligations and liabilities not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, so assumed by Buyer being herein called the “Excluded Liabilities”). In furtherance of, and not in limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (ia) any Liability under liabilities, payables or with respect obligations to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto)extent related to Excluded Assets; (iib) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions Taxes of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company Seller or any Affiliate of the Company for any period or (B) attributable to the conduct its Affiliates as a result of Seller’s operation of the Business or ownership of the Purchased Assets on or before prior to the Closing, regardless of when assessed; (vic) except as otherwise provided in Section 5.4 hereof, any Liability that was required liability for Taxes of Seller incident to be disclosed as a liability or arising from the consummation of the transactions contemplated under GAAP this Agreement, including any bulk sales, sales or use taxes imposed on the Balance Sheettransfer of the assets from Seller to Buyer, and was not shown as a liability on or similar taxes incident to the Balance SheetSale; (viid) any Liability liability for deferred compensationany Taxes of Seller or any of its Affiliates or of any consolidated, accrued bonusescombined or unitary group of which Seller is or was a member, transaction including (but not limited to) any liability pursuant to Treasury Regulation Section 1.1502-6 or any analogous state, local or foreign tax provisions; (e) any liability for Taxes of another Person resulting from an agreement entered into by Seller or any of its Affiliates, pursuant to which Seller or any of its Affiliates has an obligation in respect of the Taxes of such other bonusesPerson; (f) any liability in respect of any Employee Compensation Payments or the disposition of Options under Seller’s Option Plan; (g) any liabilities or obligations of Seller or any of its Affiliates for any professional, financial advisory or consulting fees and expenses incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement and the transactions contemplated hereby, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors any other proposed transaction for the direct or agents indirect sale of the Company Business or any Affiliate portion thereof, including, the fees, expenses and disbursements of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing Seller’s counsel and accountants (including such obligations that may arise accountants fees, expenses and disbursements in connection with the transactions contemplated herebypreparation of the Business Financial Statements); (viiih) any Liability under liability or obligation of Seller or any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Companyits Affiliates for Indebtedness, including all Laws relating to wage any secured convertible promissory notes and hours, overtime compensation, leaves promissory notes in favor of absence, unemployment insurance, harassment and discriminationWestern Technology Investment; (ixi) any Seller Transaction Expenses liability or obligation to which any Buyer, any Purchased Assets or the Business becomes subject that would not otherwise constitute an Assumed Liability arising as a result of failure to comply with bulk sales laws or any Liability of similar law; (j) any liability or obligation for which Seller Party incurred has agreed to indemnify Buyer under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Partythe Ancillary Agreements; and (xik) any liability or obligation designated as an Excluded Liability on Schedule 2.4(k) or any other Schedule to this Agreement. (l) any liability, except to the extent of Buyer’s obligations pursuant to the Sub-Lease, arising out of or relating to the Facilities Lease or the letter of credit in the initial amount of $872,400 in favor of the Company landlord to indemnify any Person by reason of secure payments required pursuant to the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityFacilities Lease.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement(i) Any and all obligations and liabilities of Seller and its direct or indirect subsidiaries, Purchaser shall including SHCM, whether accrued or contingent, known or unknown, due or not be responsible for any Liabilities of the Company or any Affiliate of the Company due, that are not Assumed Liabilities specifically set forth (including any liabilities of Seller relating to successor liability doctrines on the transfer of all or substantially all the assets of Seller and/or of the PEO Business) shall be and remain the sole obligations and liabilities of Seller to pay and discharge, and Buyer shall not be obligated in Section 1.1(c) any respect therefor (such excluded Liabilities, collectively, the “Excluded Retained Liabilities”). In furtherance of, For the avoidance of doubt and not in limitation of, without limiting the generality of the foregoing, and notwithstanding anything the Retained Liabilities include (a) any liabilities or obligations arising from the ShiftPixy Business, including the operations of SHCM, (b) any liabilities or obligations (including Taxes) arising from Seller’s and/or SHCM’s conduct of the PEO Business prior to the contrary in this AgreementClosing, Purchaser shall not be responsible for (c) all liabilities of any kind of Seller and/or SHCM’s owed to any of the following its respective Affiliates, and (each of which shall also constitute Excluded Liabilities): (id) any Liability under event, circumstance or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts condition first occurring or omissions of acts occurring existing on or prior to the ClosingClosing that with notice, lapse of time or (B) both would constitute or result in a breach of any real propertyprovision of any Client Agreement, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated in each case notwithstanding the purchase by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership Buyer of the Purchased Assets on or before the Shift Equity Interests at the Closing. For the avoidance of doubt, regardless workers compensation program liabilities of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance SheetSeller and SHCM, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction including reserve or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company liabilities with respect to current or former workers compensation programs and including the serviceremaining unpaid balance on any settlement related to any current or former workers’ compensation carriers, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment shall be Retained Liabilities. Seller hereby irrevocably and employment practices of the Company prior to the Closing to the extent they relate to employees of the Companyunconditionally waives and releases Buyer and its Affiliates from all Retained Liabilities, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, liabilities created by statute or agent of another entitycommon law.

Excluded Liabilities. Notwithstanding anything any provision in this Agreement or any other writing to the contrary contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of whatever nature, whether presently in this Agreementexistence or arising hereafter, Purchaser shall not be responsible for including any Liabilities other liabilities of the Company Seller (or any Affiliate predecessor of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(cSeller or any current or prior owner of all or part of its businesses and assets) (all such excluded Liabilities, collectively, liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). In furtherance of, and not in limitation of, Without limiting the foregoing, generality of the foregoing and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute term “Excluded Liabilities):” includes: (i) all liabilities or obligations of Seller owing to any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof Affiliates, Stockholders, directors, officers, employees, former employees, independent contractors, agents, representatives or other contingent obligation with respect thereto)personnel of Seller or its agents or representatives; (ii) all liabilities or obligations relating to any Liability compensation or benefits of, to or with respect to any current or former director, officer, partner, principal, manager, employee, independent contractor, consultant, agent, representative or other personnel (hereinafter “personnel”) of Seller or any Employee Benefit Plans, including in respect of worker’s compensation, wage and hour, independent contractor misclassification, civil rights, discrimination or other claims, charges or complaints brought by any Person (including any Governmental Entity) in connection with labor and employment Laws or otherwise relating to employment by, or provision of services to, Seller, and including all retirement, severance, deferred compensation, incentive, stock option, vacation, bonus, commission, unemployment, partnership or other payments, distributions or benefits payable to or accrued in favor of such Persons, whether or not pursuant to any Employee Benefit Plans and whether or not such Persons become Transferred Personnel or otherwise obtain employment with Buyer or an Affiliate of Buyer; (iii) all liabilities or obligations relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than all liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, obligations relating to Seller’s issuance or arising from endorsement of any factcheck, transactionnote, status, event, circumstance, occurrence draft or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Businessinstrument; (v) all liabilities or obligations relating to any Liability for claim of any Taxes (A) third party arising out of the Company ownership or any Affiliate of the Company for any period or (B) attributable to the conduct operation of the Business or ownership of the Purchased Acquired Assets on or before prior to the Closing, regardless of when assessed; (vi) all liabilities or obligations of Seller or the Stockholders for Taxes, including all liabilities or obligations of Seller or the Stockholders for Taxes of any Liability that was required to be disclosed Person (other than Seller or the Stockholders) under Treas. Reg. Section 1.1502-6 (or any similar provision of Law), as a liability under GAAP on the Balance Sheettransferee or successor by contract, and was not shown as a liability on the Balance Sheetor otherwise; (vii) any Liability for deferred compensation, accrued bonuses, transaction all liabilities or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby);Bank Debt; and (viii) any Liability under any Law pertaining all liabilities or obligations arising from or relating to employment and employment practices the rights of the Company prior holders of any shares of capital stock or any other equity interest of Seller or any phantom equity or any options, warrants, subscriptions or other rights, calls or commitments to the Closing issue, or any obligations or commitments to the extent they relate to employees purchase, any capital stock or other equity interest of Seller or any securities convertible into or exchangeable for any of the Company, including all Laws relating to wage and hours, overtime compensation, leaves capital stock or other equity interest of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entitySeller.

Excluded Liabilities. Notwithstanding anything to Except for the contrary in this AgreementAssumed Liabilities, Purchaser shall not assume, nor become responsible for, and Sellers or their respective Affiliates shall retain and be responsible for and shall pay, perform and discharge when due, any Liabilities Liability of any of the Company Sellers or any Affiliate their respective Affiliates, including Liabilities in respect of or relating to the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) Product Business or the Acquired Assets (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance ofNotwithstanding anything in this Agreement to the contrary, Excluded Liabilities shall include, and Assumed Liabilities shall not in limitation of, the foregoing, and notwithstanding anything include: (a) all Liabilities to the contrary in this Agreement, Purchaser shall not be responsible extent related to the Excluded Assets; (b) all Liabilities for any amounts incurred or payable by the Sellers or their respective Affiliates under the Acquired Contracts or the Aclidinium Agreements prior to the Closing; (c) all Liabilities relating to defaults, breaches or other actions or omissions by the Sellers or their respective Affiliates under the Acquired Contracts or the Aclidinium Agreements prior to the Closing; (d) all Liabilities arising out of or relating to any Action, regardless of when commenced or made and irrespective of the following (each legal theory asserted, arising out of which shall also constitute Excluded Liabilities): or relating to (i) any Liability under Exploitation by or with respect to Indebtedness on behalf of the Company Sellers or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation their respective Affiliates of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons Products prior to the Closing (including except to the extent arising out of the handling, storage, labeling, packaging, advertising, marketing, promotion or delivery of such obligations Product by Purchaser, its Affiliates or its or their respective employees, subcontractors or agents after the Closing), (ii) the Acquired Assets, to the extent relating to actions taken or omissions by the Sellers or any of their respective Affiliates or its or their respective employees, subcontractors or agents prior to the Closing or (iii) any product liability, Patent infringement, breach of warranty or similar claim for injury to person or property to the extent the same result from the use or misuse of any Product that may arise (A) is sold by or on behalf of the Sellers or any of their respective Affiliates prior to the Closing or (B) is included in connection with the transactions contemplated herebyAcquired Inventory and sold by or on behalf of Purchaser or any of its Affiliates after the Closing (other than any such Liabilities described in this clause (B) to the extent arising out of the handling, storage, labeling, packaging, advertising, marketing, promotion or delivery of such Product by Purchaser, its Affiliates or its or their respective employees, subcontractors or agents after the Closing); (viiie) subject to Exhibit L, all Liabilities to customers to the extent relating to any Liability under any Law pertaining to employment and employment practices Product sold by or on behalf of the Company Sellers or any of their respective Affiliates prior to Closing (other than Liabilities described in clause (ii) of Section 2.3(d)); (f) all Liabilities to suppliers or other Third Parties for materials and services for use in connection with Products sold by or on behalf of the Sellers or any of their respective Affiliates prior to the Closing Closing; (g) subject to Exhibit L, all Liabilities arising out of or relating to the extent they relate to employees recall or market withdrawal of any Product or post-sale warning in respect of any Product sold by or on behalf of any of the CompanySellers or their respective Affiliates prior to the Closing; (h) subject to Exhibit L, all Liabilities arising out of or relating to the return of any Product, including all Laws relating Liabilities for any credits, rebates, refunds or other amounts payable in respect of any returned Product sold by or on behalf of any of the Sellers or their respective Affiliates prior to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discriminationthe Closing; (ixi) all Liabilities related to Taxes incurred by any Seller Transaction Expenses of the Sellers or their respective Affiliates, and (ii) all Liabilities related to Taxes with respect to any Liability of any Seller Party incurred under this Agreement the Acquired Assets, in respect of taxable periods, or portions thereof, ending before the Closing but, in connection herewitheach case (i) and (ii), not including Health Care Reform Fees, Transfer Taxes, Apportioned Obligations, or VAT, which shall be allocated between the Sellers and Purchaser pursuant to Sections 6.14, 6.16, 6.17 and 6.18; (xj) any Liability to any Affiliate all Liabilities arising out of any failure of the Seller Party; andor any of their respective Affiliates to comply with applicable bulk sales Laws; (xik) all Liabilities arising out of or relating to the DTC Campaigns; or (l) all Liabilities of any obligation of the Company to indemnify Sellers or any Person by reason of their respective Affiliates under this Agreement, any Ancillary Agreement or the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityExecution Date Documents.

Excluded Liabilities. Notwithstanding anything to Any Liability of Seller or its Affiliates other than the contrary in this Agreement, Purchaser shall not be responsible for any Liabilities of the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of) shall be retained by Seller and its applicable Affiliates, and the Buyer shall not in limitation ofhereunder assume or become liable for any Excluded Liability, the foregoing, and notwithstanding anything including (to the contrary in this Agreement, Purchaser shall not be responsible for extent related to the ownership or operation of any of the following Purchased Assets): (each of which shall also constitute Excluded Liabilities): (ia) any Liability under or with respect to Indebtedness of the Company Business or the Seller or any third party other Person arising out of or relating to the ownership or operation of the Purchased Assets or the Business prior to the Closing; (b) any agreement Liability for accounts payable, accrued expenses and similar items to the extent that they arise or instrument relating thereto are incurred prior to the Closing Date; (including any guaranty thereof or other contingent obligation with respect thereto); (iic) any Liability relating to any Excluded Asset; Action that (i) on the Closing Date, is pending against Seller or its Affiliates, in connection with the Purchased Assets, the Business or any other business of Seller or its Affiliates or (ii) arises after the Closing Date, to the extent arising from, or relating to, acts or omissions of Seller and/or its Affiliates prior to the Closing Date; (d) any Liabilities arising from or relating to (i) any employee of Seller or its Affiliates, (ii) any Benefit Plan or (iii) any other employee benefit plans, programs, policies, agreements and arrangements with respect to which Seller or any of its Affiliates has, now or in the future, any obligation to make contributions or pay benefits; (e) any Liabilities for Taxes (i) of the Seller resulting from the ownership or operation of the Business or the Purchased Assets for a Pre-Closing Period, (ii) of the Seller or any of its Affiliates (including any Liability of the Seller and any of its Affiliates for the Taxes of any other Person (other than liabilities assumed the Buyer or its Affiliates) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), as a transferee or successor, by Purchaser in accordance with Contract or otherwise), (iii) that arise out of or result from the consummation of the transactions contemplated by this Agreement (other than Buyer’s 50% share of any Transfer Taxes pursuant to Section 1.1(c2.10(a)) imposed by or (iv) required to be withheld in connection with any Law payment to or Permitfor the benefit of the Seller pursuant to this Agreement, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closingextent not withheld pursuant to Section 2.12 (collectively, or “Excluded Taxes”); (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (ivf) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closingout of, or otherwise attributable related to, the failure to the pre-Closing operation of the Business; (v) comply with FIFRA or similar state pesticide laws regarding any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the ClosingTransferred Product manufactured, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheetproduced, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensationsold, accrued bonuses, transaction or other bonusesdistributed, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors offered for sale or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons distribution prior to the Closing Date; and (including such obligations that may arise in connection with the transactions contemplated hereby); (viiig) any Liability under arising out of, or related to, any Law pertaining to employment and employment practices Contract of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact its Affiliates that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityis not an Assumed Contract.

Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Purchaser Buyer shall not assume and shall not be responsible for to pay, perform or discharge (i) any Liabilities debts, liabilities or obligations of the Company Seller of any kind, character or description whatsoever (whether absolute or contingent, known or unknown, asserted or unasserted) other than the Assumed Liabilities or (ii) any of the following debts, liabilities or obligations of Seller, whether or not the same are disclosed to Buyer in or pursuant to this Agreement (any such debts, liabilities or obligations described in clause (i) or (ii) above being collectively referred to as the "Excluded Liabilities"): (a) any liabilities or obligations arising out of or relating to Seller's ownership or operation of the Business and the Purchased Assets prior to the Effective Time; (b) any debts, liabilities or obligations relating to, or occurring or existing in connection with, or arising out of, the Excluded Assets, whether before, on or after, the Effective Time; (c) all indebtedness of the Seller, including all indebtedness for borrowed money, including principal and interest, whether incurred before, on or after the Effective Time; (d) all liabilities of the Seller arising from or relating to any litigation that is currently pending or threatened against or affecting the Seller or its properties or assets or that arise from or relate to actions, events, occurrences or developments that first occurred on or prior to the Closing (whether or not covered by insurance), including all litigation that relates to the Business or Purchased Assets and is pending as of the Effective Time; (e) except as otherwise provided in Section 2.03(i), any liabilities or obligations for (i) any Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities, (ii) any Taxes of the Seller, and (iii) one-half (50%) of any Transfer Taxes described in Section 6.11(a) (collectively, "Excluded Taxes"); for the avoidance of doubt, Excluded Taxes shall not include Taxes arising under Section 2.03(r); (f) except as provided in Section 6.04, any liabilities or obligations of Seller relating to or arising out of (i) the employment, or termination of employment, of (x) any Employee prior to or at the Effective Time, and (y) any Employee that is not a Hired Employee prior to, at and after the Effective Time, (ii) workers' compensation claims of any Employee which relate to events occurring prior to or at the Effective Time, or (iii) any multiemployer plan (as defined in ERISA §3(37)) or any Affiliate multiple employer welfare arrangement (as defined in ERISA §3(40)), including any of the Company that are not Assumed Liabilities items set forth on Section 4.14(f) of the Seller Disclosure Schedules; (g) a portion of any liabilities or obligations in respect of rebates, discounts or allowances payable to any customer of the Seller arising under any Sales Contracts, in accordance with the terms specifically set forth in the applicable Sales Contracts, to be transferred to Buyer, as determined based on pro ration in accordance with the applicable method set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and not in limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any 2.09 of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto)Seller Disclosure Schedules; (iih) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by arising out of or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events any product or acts occurring service warranties or omissions of acts occurring on or prior to the Closing, guarantees given by any Seller in connection with or (B) Claims for personal injuries, property damage or losses that involve, any real propertyproduct sold, business entities delivered or assetsotherwise disposed of, whether domestic or foreignany service performed or delivered, formerly ownedby the Seller prior to the Effective time; (i) any debts, leasedliabilities or obligations of the Seller arising out of or relating to the use or exploitation of rights and interests in any Intellectual Property; (j) any liabilities or obligations of the Seller arising from any breach or violation by the Seller of the terms and provisions of any Contract, occupied Permit or operated lease; (k) any Claims or other rights pursuant to any agreement or Contract between Seller, or any of its Affiliates, on the one hand, and any of their respective Affiliates, on the other hand; (l) any liabilities or obligations arising from or relating to a breach or violation by the Seller of any Law or Governmental Order applicable to Seller or its businesses; (m) all environmental liabilities and obligations with respect to the Business to the extent arising from acts or omissions prior to the Effective Time either under any Environmental Law or under any contract or other arrangement (including those arising as a result of the transportation or disposal or both, prior to the Effective Time, of hazardous materials regulated by Environmental Law for disposal or treatment); (n) any brokers' or finders' fees or similar fees or expenses incurred by the Seller relating to this Agreement or the Transaction Documents or any of the transactions contemplated hereby or thereby; (o) any debts, liabilities or obligations of Seller arising under or incurred in connection with the Businessnegotiation, preparation, investigation, execution, delivery and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including fees and expenses of counsel, accountants, consultants, advisers and others; (ivp) any Liability (all other than liabilities specifically assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to Seller under the Closing, or otherwise attributable to the pre-Closing operation of the BusinessTransaction Documents; (vq) any Liability for any Taxes (Aliabilities or obligations set forth on Section 2.04(q) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller PartyDisclosure Schedules; and (xir) any debt, liability or obligation of the Company to indemnify any Person by reason Affiliates of the fact that such Person was a director, officer, manager, employee, Seller (whether or agent not similar to any of the Company categories of debts, liabilities or was serving at obligations of the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entitySeller described above).

Excluded Liabilities. Notwithstanding anything any provision in this Agreement to the contrary in this Agreementcontrary, Purchaser is assuming only the Assumed Liabilities and is not assuming, and shall not be responsible deemed to have assumed, any other Liabilities of any Seller of whatever nature (whether arising prior to, at the time of, or subsequent to Closing), whether absolute, accrued, contingent or otherwise, whether due or to become due and whether or not assets, and whether or not known or unknown or currently existing or hereafter arising or matured or unmatured, direct or indirect, and the Sellers shall be solely and exclusively liable for any Liabilities and all such Liabilities, including those relating to, arising out of or in connection with the operation of the Company Business or the Purchased Assets (including the use and ownership thereof) at any Affiliate of time prior to the Company that are not Assumed Closing Date, and including, without limitation, those Liabilities specifically set forth in Section 1.1(c) below (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance ): (a) all Liabilities of the Sellers relating to or otherwise arising, whether before, on or after the Closing, out of, and not or in limitation ofconnection with, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following Excluded Assets; (each b) any and all Liabilities for Indebtedness with respect to borrowed money and any intercompany Indebtedness among the Sellers; (c) all guarantees of which shall also constitute Excluded Liabilities):third party obligations and reimbursement obligations to guarantors of Sellers’ obligations or under letters of credit; (d) except as provided in Section 1.3(h), any and all (i) any Liability under or with respect to Indebtedness Liabilities of the Company or Sellers for any third party or any agreement or instrument relating thereto Taxes (including any guaranty thereof or other contingent obligation Taxes owed by Sellers and arising in connection with respect theretothe consummation of the transactions contemplated by this Agreement); , (ii) any Liability relating Taxes imposed on any Person that are the responsibility of the Sellers pursuant to Section 11.1, (iii) Taxes attributable to the Purchased Assets or the operation of the Business for any Pre-Closing Tax Period and (iv) any Taxes arising from or in connection with an Excluded Asset; (iiie) any Liability and all Liabilities of the Sellers in respect of Contracts that are not Assigned Contracts; (other than liabilities assumed f) except for any employment Contract that is an Assumed Contract, all Liabilities with respect to compensation, severance or benefits of any nature owed to any current or former employee, officer, director, member, partner or independent contractor of any Seller or any ERISA Affiliate (or any beneficiary or dependent of any such individual), whether or not employed by Purchaser in accordance with Section 1.1(cor any of its Affiliates after the Closing, that (A) arises out of or relates to the employment, service provider or other relationship between any Seller or ERISA Affiliate and any such individual, including the termination of such relationship, (B) arises out of or relates to any Benefit Plan or (C) arises out of or relates to events or conditions occurring on or before the Closing Date; (g) draft or checks outstanding at the Closing (except to the extent an Assumed Liability or relating to an Assumed Contract); (h) imposed all Liabilities under any futures contracts, options on futures, swap agreements or forward sale agreements; (i) all Liabilities for fees, costs and expenses that have been incurred or that are incurred or owed by or Sellers in connection with any Law this Agreement or Permit, the administration of the Bankruptcy Cases (including all fees and expenses of professionals engaged by Sellers) and administrative expenses and priority claims accrued through the Closing Date and specified post-closing administrative wind-down expenses of the bankrupt estates pursuant to the Bankruptcy Code (which such amounts shall be paid by the Sellers from the proceeds collected in connection with the Excluded Assets) and all costs and expenses incurred in connection with (Ai) conditions existingthe negotiation, events execution and consummation of the transactions contemplated under this Agreement and each of the other documents delivered in connection herewith, (ii) the preparation and submission of any filing or acts occurring notice required to be made or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or given in connection with any of the Business; transactions contemplated by this Agreement, and the obtaining of any consent required to be obtained in connection with any of such transactions; (iii) the negotiation, execution and consummation of the DIP Financings, and (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation consummation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) by this Agreement, including any Liability under retention bonuses, “success” fees, change of control payments and any Law pertaining to employment and employment practices other payment obligations of Sellers payable as a result of the Company prior to the Closing to the extent they relate to employees consummation of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under transactions contemplated by this Agreement or and the documents delivered in connection herewith; (xj) all Liabilities related to the WARN Act, to the extent applicable, with respect to Employees, and for any Liability action resulting from Employees’ separation of employment prior to or on the Closing Date; (k) all Liabilities with respect to severance, compensation or benefits of any nature owed by Sellers to any current or former employee, consultant or independent contractor or any beneficiary or dependent thereof, whether or not any such individual enters into employment or other service with Purchaser after Closing that (i) arises out of or relates to the employment or service-provider relationship between the Sellers or any ERISA Affiliate and any such individuals, including the termination of such relationship, (ii) arises out of or relates to any Benefit Plan or (iii) arises out of or relates to events or conditions occurring on or before the Closing Date; (l) all Liabilities of any Seller to its equity holders respecting dividends, distributions in liquidation, redemptions of interests, option payments or otherwise, and any liability of any Seller pursuant to any Affiliate Agreement; (m) all Liabilities arising out of or relating to any business or property formerly owned or operated by any Seller, any Affiliate or predecessor thereof, but not presently owned and operated by the Sellers; (n) all Liabilities relating to claims, actions, suits, arbitrations, litigation matters, proceedings or investigations (in each case whether involving private parties, Authorities, or otherwise) involving, against, or affecting any Purchased Asset, the Business, any Seller, or any assets or properties of any Seller, whether commenced, filed, initiated, or threatened before or after the Closing and whether relating to facts, events, or circumstances arising or occurring before or after the Closing; (o) all obligations of the Sellers arising and to be performed prior to the Closing Date arising from or related to the Business or the Purchased Assets; (p) all Environmental Liabilities and Obligations; (q) all Liabilities of any Seller Partyor their predecessors arising out of any contract, agreement, Permit, franchise or claim that is not transferred to Purchaser as part of the Purchased Assets or, is not transferred to Purchaser because of any failure to obtain any third-party or governmental consent required for such transfer; and (xir) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityall Liabilities set forth on Schedule 1.4(r).

Excluded Liabilities. Notwithstanding anything contained herein to the contrary in this Agreementcontrary, 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 its Affiliates other than the Assumed Liabilities (such obligations and Liabilities not assumed hereunder, which include any and all Liabilities (a) in respect of Taxes (i) relating to Seller for the Assets or Rent, Dues and Storage Activities for any Pre-Effective Date Period or (ii) of Seller or any of its Affiliates for Taxes of any Person under Treasury Regulation Section 1502-6 (or any similar provision of state, local or non-U.S. Law) as a transferee or successor, by contract or otherwise, (b) of Seller or any of its Affiliates relating to any Indebtedness of Seller or any of its Affiliates, (c) of Seller or any of its Affiliates to pay wages, commissions, bonuses, severance, vacation pay, or any other amounts due any termination of employment or arising out of the Company failure of any such Person to satisfy any employment or labor-related Laws, (d) for any trailing chargebacks, fines or penalties or charge-offs related to or arising from the ownership of the Assets prior to the Effective Date, including any such events with respect to which notice is received after the Effective Date, (e) of Seller or any of its Affiliates related to or arising from any Benefit Plans or ERISA Affiliate Plans of Seller or an Affiliate thereof, and (f) of Seller or any of its Affiliates incurred in connection with the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilitiesmaking or performance of this Agreement, collectivelyincluding any broker’s fees and legal fees, the “Excluded Liabilities”). In furtherance of, and not in limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entity.

Excluded Liabilities. Notwithstanding anything Except as expressly provided to the contrary in this AgreementStctiQn-L3-above, Purchaser Buyer is not assuming and under no circumstance shall not Buyer be responsible for any Liabilities obligated to pay or assume, and none of the Company Assets shall be or become liable for or subject to, any Affiliate liability of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and not in limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situationSeller, whether known or unknown, existingfixed or contingent, arising recorded or occurring unrecorded, including, without limitation, the following (collectively, the "Excluded Liabilities"): (A) indebtedness and other obligations or guarantees of Seller, including, without limitation, current liabilities of Seller and those listed on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the BusinessSchedule 1.4(a); (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable federal, state, or local tax liabilities or obligations of Seller including, but not limited to, real property, personal and ad valorem taxes in respect of periods prior to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (viC) liabilities or obligations arising out of any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheetbreach by Seller at any time of any contract or commitment, and was whether or not shown as a liability on the Balance Sheetassumed by Buyer; (viiD) any Liability liability arising out of or in connection with claims for deferred compensationacts or omissions of Seller or Seller's partners, accrued bonusesmembers, transaction or other bonusesemployees, agents, or severance obligations related independent contractors, which allegedly occurred prior to employeesor as of Closing, officersincluding, directorswithout limitation, brokersall malpractice and general liability claims, bankerswhether or not same are pending, independent contractors threatened, known or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons unknown; (E) liability prior to the Closing Date for any and all claims by or on behalf of Seller's employees, including, without limitation, liability for any pension, profit sharing, deferred compensation or any other employee health and welfare benefit plans, liability for any EEOC claim, OSHA claim, employment discrimination claim (including such obligations that may arise in connection with whether based on sex, age, race, or otherwise), wage and hour claim, unemployment compensation claim, worker's compensation claim and the transactions contemplated hereby)like, and liability for all employee wages and benefits, including, without limitation, accrued vacation, sick leave and holiday pay and taxes or other liability related thereto; (viiiF) any Liability under any Law pertaining to employment liabilities or obligations in respect of contracts or agreements of Seller which are not described in, Schedule 4.4 and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or not expressly assumed in connection herewith; (x) any Liability to any Affiliate of any Seller Partywriting by Buyer; and (xiG) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a directordebt, officerobligation, manager, employeeexpense, or agent liability of the Company Seller arising out of or was serving at the request incurred in respect of any such entity as a partnertransaction of Seller occurring after Closing or for any violation by Seller of any law, trustee, director, officer, manager, employeeregulation, or agent of another entityordinance at any time.

Excluded Liabilities. Notwithstanding anything to Except for the contrary in this AgreementAssumed Liabilities, Purchaser shall not assume, nor become responsible for, and Sellers or their respective Affiliates shall retain and be responsible for and shall pay, perform and discharge when due, any Liabilities Liability of any of the Company Sellers or any Affiliate their respective Affiliates, including Liabilities in respect of or relating to the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) Product Business or the Acquired Assets (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance ofNotwithstanding anything in this Agreement to the contrary, Excluded Liabilities shall include, and Assumed Liabilities shall not in limitation of, the foregoing, and notwithstanding anything include: (a) all Liabilities to the contrary in this Agreement, Purchaser shall not be responsible extent related to the Excluded Assets; (b) all Liabilities for any amounts incurred or payable by the Sellers or their respective Affiliates under the Acquired Contracts or the Aclidinium Agreements prior to the Closing; (c) all Liabilities relating to defaults, breaches or other actions or omissions by the Sellers or their respective Affiliates under the Acquired Contracts or the Aclidinium Agreements prior to the Closing; (d) all Liabilities arising out of or relating to any Action, regardless of when commenced or made and irrespective of the following (each legal theory asserted, arising out of which shall also constitute Excluded Liabilities): or relating to (i) any Liability under Exploitation by or with respect to Indebtedness on behalf of the Company Sellers or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation their respective Affiliates of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons Products prior to the Closing (including except to the extent arising out of the handling, storage, labeling, packaging, advertising, marketing, promotion or delivery of such obligations Product by Purchaser, its Affiliates or its or their respective employees, subcontractors or agents after the Closing), (ii) the Acquired Assets, to the extent relating to actions taken or omissions by the Sellers or any of their respective Affiliates or its or their respective employees, subcontractors or agents prior to the Closing or (iii) any product liability, Patent infringement, breach of warranty or similar claim for injury to person or property to the extent the same result from the use or misuse of any Product that may arise (A) is sold by or on behalf of the Sellers or any of their respective Affiliates prior to the Closing or (B) is included in connection with the transactions contemplated herebyAcquired Inventory and sold by or on behalf of Purchaser or any of its Affiliates after the Closing (other than any such Liabilities described in this clause (B) to the extent arising out of the handling, storage, labeling, packaging, advertising, marketing, promotion or delivery of such Product by Purchaser, its Affiliates or its or their respective employees, subcontractors or agents after the Closing); (viiie) subject to Exhibit L, all Liabilities to customers to the extent relating to any Liability under any Law pertaining to employment and employment practices Product sold by or on behalf of the Company Sellers or any of their respective Affiliates prior to Closing (other than Liabilities described in clause (ii) of Section 2.3(d)); (f) all Liabilities to suppliers or other Third Parties for materials and services for use in connection with Products sold by or on behalf of the Sellers or any of their respective Affiliates prior to the Closing Closing; (g) subject to Exhibit L, all Liabilities arising out of or relating to the extent they relate to employees recall or market withdrawal of any Product or post-sale warning in respect of any Product sold by or on behalf of any of the CompanySellers or their respective Affiliates prior to the Closing; (h) subject to Exhibit L, all Liabilities arising out of or relating to the return of any Product, including all Laws relating Liabilities for any credits, rebates, refunds or other amounts payable in respect of any returned Product sold by or on behalf of any of the Sellers or their respective Affiliates prior to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discriminationthe Closing; (ixi) (i) all Liabilities related to Taxes incurred by any Seller Transaction Expenses of the Sellers or their respective Affiliates, and (ii) all Liabilities related to Taxes with respect to any Liability of any Seller Party incurred under this Agreement the Acquired Assets, in respect of taxable periods, or portions thereof, ending before the Closing but, in connection herewitheach case (i) and (ii), not including Health Care Reform Fees, Transfer Taxes, Apportioned Obligations, or VAT, which shall be allocated between the Sellers and Purchaser pursuant to Sections 6.14, 6.16, 6.17 and 6.18; (xj) any Liability to any Affiliate all Liabilities arising out of any failure of the Seller Party; andor any of their respective Affiliates to comply with applicable bulk sales Laws; (xik) all Liabilities arising out of or relating to the DTC Campaigns; or (l) all Liabilities of any obligation of the Company to indemnify Sellers or any Person by reason of their respective Affiliates under this Agreement, any Ancillary Agreement or the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityExecution Date Documents.

Excluded Liabilities. Notwithstanding anything to Any Liability of Seller or its Affiliates other than the contrary in this Agreement, Purchaser shall not be responsible for any Liabilities of the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of) shall be retained by Seller and its applicable Affiliates, and the Buyer shall not in limitation ofhereunder assume or become liable for any Excluded Liability, the foregoing, and notwithstanding anything including (to the contrary in this Agreement, Purchaser shall not be responsible for extent related to the ownership or operation of any of the following (each of which shall also constitute Excluded LiabilitiesPurchased Assets): (ia) any Liability under or with respect to Indebtedness of the Company Business or the Seller or any third party other Person arising out of or any agreement relating to the ownership or instrument relating thereto (including any guaranty thereof operation of the Purchased Assets or other contingent obligation with respect thereto)the Business prior to the Closing; (iib) any Liability for accounts payable, accrued expenses and similar items to the extent that they arise or are incurred prior to the Closing Date; (c) any Liability relating to any Excluded AssetAction that (i) on the Closing Date, is pending against Seller or its Affiliates, in connection with the Purchased Assets, the Business or any other business of Seller or its Affiliates or (ii) arises after the Closing Date, to the extent arising from, or relating to, acts or omissions of Seller and/or its Affiliates prior to the Closing Date; (d) any Liabilities arising from or relating to (i) any employee of Seller or its Affiliates, (ii) any Benefit Plan or (iii) any other employee benefit plans, programs, policies, agreements and arrangements with respect to which Seller or any of its Affiliates has, now or in the future, any obligation to make contributions or pay benefits; (e) any Liabilities for Taxes (i) of the Seller resulting from the ownership or operation of the Business or the Purchased Assets for a Pre-Closing Period, (ii) of the Seller or any of its Affiliates (including any Liability of the Seller and any of its Affiliates for the Taxes of any other Person (other than liabilities assumed the Buyer or its Affiliates) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), as a transferee or successor, by Purchaser in accordance with Contract or otherwise), (iii) that arise out of or result from the consummation of the transactions contemplated by this Agreement (other than Buyer’s 50% share of any Transfer Taxes pursuant to Section 1.1(c2.10(a)) imposed by or (iv) required to be withheld in connection with any Law payment to or Permitfor the benefit of the Seller pursuant to this Agreement, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closingextent not withheld pursuant to Section 2.12 (collectively, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business“Excluded Taxes”); (ivf) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closingout of, or otherwise attributable related to, the failure to the pre-Closing operation of the Business; (v) comply with FIFRA or similar state pesticide laws regarding any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the ClosingTransferred Product manufactured, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheetproduced, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensationsold, accrued bonuses, transaction or other bonusesdistributed, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors offered for sale or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons distribution prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller PartyDate; and (xig) any obligation Liability arising out of, or related to, any Contract of the Company to indemnify any Person by reason of the fact Seller or its Affiliates that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityis not an Assumed Contract.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible except for any Liabilities those liabilities relating to the performance of obligations first arising and first accruing solely after the Company Effective Time with respect to the Assets, none of Buyer or any Affiliate of Buyer shall assume, be deemed to assume or become obligated in any way to perform (whether as a successor to any Seller or otherwise) any liabilities of any of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) Sellers or any of their respective Affiliates of any kind or nature, known, unknown, contingent or otherwise, whether direct or indirect, matured or unmatured (such excluded Liabilitiesthe foregoing, collectivelyincluding the following, the “Excluded Liabilities”). In furtherance of, and not in limitation of, the foregoing, and notwithstanding anything which shall include liabilities arising from or related to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities):following: (i) any Liability under arising out of facts or with respect circumstances in existence prior to Indebtedness the applicable lease assignment date and from or related to any breach, default under, failure to perform, torts related to the performance of, violations of law, infringements or indemnities under, guaranties pursuant to and overcharges, underpayments or penalties on the part of the Company Sellers or any third party of their Affiliates under any contract, agreement, arrangement or understanding to which any Seller or any agreement or instrument relating thereto (of its Affiliates is a party prior to the applicable lease assignment date, including any guaranty thereof or other contingent obligation with respect thereto)Store Leases; (ii) 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 informal and whether pending or threatened or having any other status) against any Seller or its Affiliates, or related to the Store Property or any Assets, pending or threatened or relating to any Excluded Assetfacts, actions, omissions, circumstances or conditions existing, occurring or accruing prior to the applicable lease assignment date; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by arising from or in connection with any Law related to the operation or Permitcondition of the applicable Store Property or the related Assets prior to the applicable lease assignment date or facts, and incurred in connection with (A) actions, omissions, circumstances or conditions existing, events or acts occurring or omissions of acts occurring on or accruing prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Businessapplicable lease assignment date; (iv) any Liability (under any and all contracts or agreements between the Sellers and Supervalu Inc., including but not limited to that certain Supply Agreement dated July 1, 2016 by and between Xxxxx Supermarkets Company, LLC and Supervalu Inc., pursuant to which Supervalu supplies the Sellers, among other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused bythings, relating virtually all of their grocery items based on specified payment terms, many of which are entitled to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Businessprotection under PACA/PASA; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessedSellers under PACA/PASA; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheetin respect of any indebtedness of any Seller; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to service providers, including (x) any Liability arising under or with respect to any benefit plan of any Seller and (y) any Liability of any Seller in respect of service providers, including collective bargaining agreements, pensions and post-employment medical and health benefits (including coverage mandated by COBRA), wages, other remuneration, holiday or vacation pay, bonus, severance (statutory or otherwise), separation, termination or notice pay or benefits, commissions, insurance premiums, taxes, liabilities or actions for workers’ compensation, actions under the serviceWARN Act and all similar laws, engagement and any other form of accrued or employmentcontingent compensation (including vacation, sick days, personal days or other leave entitlements), irrespective of whether and when such liabilities or actions are paid or made, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability attributable to, relating to or arising under (i) environmental laws, (ii) any Law pertaining contract or other arrangement for disposal or treatment of hazardous substances, or for the transportation of hazardous substances for disposal or treatment, (iii) environmental contamination or remediation, in each case arising from or related to employment and employment practices of the Company facts, actions, omissions, circumstances or conditions existing, occurring or accruing prior to the applicable lease assignment date, 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 Closing Date or any applicable lease assignment date) or other harm caused or allegedly caused by exposure to the extent they relate hazardous materials present at, on, in, under, adjacent to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discriminationor migrating from any Store Property or any other Assets; (ix) any Seller Transaction Expenses Liability with respect to any brokerage or any Liability of any Seller Party incurred under this Agreement finders’ fees or agents’ commissions or other similar payment in connection herewithwith the transactions contemplated hereby incurred by any Seller; (x) any Liability to any Affiliate of any Seller Party; andCure Costs; (xi) any obligation Liability not expressly included among the Assumed Liabilities and specifically so assumed. For the avoidance of doubt, notwithstanding anything to the contrary set forth in this Agreement, neither Buyer nor any assignee shall have any obligations in respect of any portion of any year-end adjustment (including, without limitation, for royalties, rents, utilities, taxes, insurance, fees, any common area or other maintenance charges, promotional funds and percentage rent) arising under any of the Company Store Leases or any other assigned agreements for the calendar year in which the lease assignment date occurs attributable to the portion of such calendar year occurring prior to such lease assignment date or for any previous calendar year, and Seller shall fully indemnify any Person by reason of and hold harmless Buyer and the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityapplicable Assignee with respect thereto.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, Purchaser Buyer shall not assume or be responsible for bound by any Liabilities liabilities or obligations of the Company Seller of any kind or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) nature whatsoever, whether known or unknown, liquidated or contingent, or otherwise (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, including any or all of the following: (a) all liabilities and not in limitation of, the foregoing, and notwithstanding anything obligations relating to the contrary in this AgreementExcluded Assets; (b) all Taxes concerning or relating to Seller arising out of or resulting from the sale, Purchaser shall not be responsible for any transfer, assignment, conveyance and delivery of the following Purchased Assets pursuant hereto; (each of which shall also constitute Excluded Liabilities): c) all Taxes imposed on, collected by or withheld with respect to, or in any way related to (i) any Liability under Seller or (ii) the Purchased Assets with respect to Indebtedness of the Company any taxable period (or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (iiportion thereof) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring ending on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the BusinessClosing Date; (ivd) all liabilities and obligations to any employees of Seller; (e) all liabilities and obligations of Seller under any contract, lease, instrument or other agreement (verbal or written) to which Seller is a party or by which Seller is bound or any amounts due arising out of the termination thereof; and (f) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) liability, obligation, claim, action, complaint, debt, suit, cause of action, investigation, or Legal Proceeding caused byproceeding of any kind whatsoever, against or relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situationSeller and/or the Purchased Assets, whether known asserted, instituted, or unknowncommenced prior to or after the Closing Date, existingwhich arises out of, arising relates to, or occurring results from (i) the use, ownership or lease of the Purchased Assets or operation of the business of Seller on or prior to the ClosingClosing Date (including due to non-compliance with applicable Laws), or otherwise attributable to the pre-Closing operation of the Business; (vii) any Liability for any Taxes (A) of the Company actions taken or any Affiliate of the Company for any period or (B) attributable omitted to the conduct of the Business or ownership of the Purchased Assets be taken by Seller on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing Date or (including such obligations that may arise in connection with the transactions contemplated hereby); (viiiiii) any Liability under any Law pertaining to employment and employment practices continuing business activities of the Company prior to Seller after the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityDate.

Excluded Liabilities. Notwithstanding anything any other provision of this -------------------- Agreement, except for the Assumed Liabilities expressly specified in Section 2.2, Buyer shall not assume, or otherwise be responsible for, any of Sellers' liabilities or obligations, whether actual or contingent, matured or unmatured, liquidated or unliquidated, known or unknown, or related or unrelated to the contrary in this AgreementBusiness or the Assets, Purchaser shall not be responsible for any Liabilities whether arising out of occurrences prior to, at or after the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) date hereof (such excluded Liabilities, collectively, the “"Excluded Liabilities”"). In furtherance of, and not which Excluded Liabilities include, without limitation: 2.3.1 Any liability or obligation to or in respect of any employees or former employees of Sellers including without limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability employment agreement, whether or not written, between either Seller and any person, (ii) any liability under any Employee Plan at any time maintained, contributed to or required to be contributed to by or with respect to Indebtedness of the Company Sellers or under which either Seller may incur liability, or any third party contributions, benefits or liabilities therefor, or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation liability with respect thereto); (ii) to either Seller's withdrawal or partial withdrawal from or termination of any Liability relating to any Excluded Asset; Employee Plan and (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by claim of an unfair labor practice, or in connection with any Law claim under any state unemployment compensation or Permitworker's compensation law or regulation or under any federal or state employment discrimination law or regulation, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring which shall have been asserted on or prior to the Closing, Closing Date or (B) any real property, business entities is based on acts or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring omissions which occurred on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the BusinessDate; (v) 2.3.2 Any liability or obligation of either Seller in respect of any Liability for Tax, except those Taxes herein agreed to be paid by Buyer; 2.3.3 Any liability arising from any Taxes (A) injury to or death of the Company any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any Affiliate other legal or equitable theory arising from defects in products sold or services performed by or on behalf of the Company for Sellers or any period other person or (B) attributable to the conduct of the Business or ownership of the Purchased Assets entity on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing Date, or arising from any other cause, including without limitation any liabilities arising (including such obligations that may arise in connection with the transactions contemplated hereby); (viiion a date of occurrence basis or otherwise) any Liability under any Law pertaining to employment and employment practices of the Company on or prior to the Closing Date relating to the use or misuse of Equipment or to traffic accidents; 2.3.4 Any liability or obligation of either Seller arising out of or related to any Action against such Seller or any Action which adversely affects the Assets and which shall have been asserted on or prior to the Closing Date or to the extent they relate the basis of which shall have arisen on or prior to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discriminationClosing Date; (ix) any Seller Transaction Expenses 2.3.5 Any liability or any Liability obligation of any Seller Party incurred under Sellers resulting from entering into, performing their obligations pursuant to or consummating the transactions contemplated by, this Agreement (including without limitation any liability or in connection herewithobligation of Sellers pursuant to Article X hereof); (x) any Liability 2.3.6 Any liability or obligation related to any Affiliate of any Seller Partythe Facilities, except for those expressly set forth in the New Leases; and (xi) 2.3.7 Any liability or obligation arising out of CERCLA, any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employeeequivalent state statute, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityother Environmental Law.

Excluded Liabilities. Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, Purchaser shall not be responsible for neither Buyer nor any of its Affiliates are assuming any Liabilities of the Company Sellers, or any Affiliate either of them, other than the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, whether or not relating to the Purchased Assets or the Business (collectively, the “Excluded Liabilities”). In furtherance of, All of the Excluded Liabilities shall at and not in limitation of, after the Closing remain the exclusive responsibility and obligation of the Sellers. Without limiting the generality of the foregoing, and notwithstanding anything the Excluded Liabilities include the following Liabilities: (a) any Liability of the Sellers, or either of them, under this Agreement or any Related Document; (b) any Liability of the Sellers, or either of them, for expenses or fees incident to or arising out of the contrary in negotiation, preparation, approval or authorization of this Agreement, Purchaser shall the Related Documents or the completion, or preparation for the completion, of the transactions contemplated hereby or thereby, including all attorneys’ and accountants’ fees, and brokerage fees incurred by or imposed upon the Sellers, or either of them; (c) all accounts payable or notes payable of the Sellers, or either of them, or any indebtedness of the Sellers, or either of them, for borrowed money; (d) any Liability of the Sellers, or either of them, under any Assigned Contract that accrued on or before the Closing Date, including any Liability arising out of a breach or alleged breach thereof that occurred as of or before the Closing; (e) any obligations in connection with any prepayments for goods or services that remain undelivered, including under any Assigned Contract; (f) any Liability of the Sellers, or either of them, under any Contract that is not be responsible an Assigned Contract; (g) any Liability of the Sellers, or either of them, with respect to any Taxes, including any Liability for Taxes arising in connection with the Sale that are payable under applicable Law by the Sellers, or either of them; (h) any Liability of the Sellers, or either of them, arising out of the injury to or death of any individual or damage to or destruction of any property, whether based on negligence, breach of warranty, errors and omissions, strict liability, enterprise liability or any other legal or equitable theory arising from or related to any Products, to the extent any of those Liabilities result from or arise out of events, facts or circumstances occurring or existing at or before the following (each of Closing, notwithstanding whether the date on which shall also constitute Excluded Liabilities):any claim or Proceeding therefor is commenced or made is before or after the Closing Date; (i) any Liability under all Liabilities arising out of breach of warranty claims for repair or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof replacement of, or other contingent obligation with respect thereto)remedies available to customers of, Products sold on or before the Closing Date; (iij) any Liability of the Sellers, or either of them, relating to any Proceeding arising out of or in connection with the conduct of the Sellers, or either of them, or any other conduct of any of the Sellers’ Representatives or distributors, whether or not disclosed on the Schedules hereto, in each instance before the Closing; (k) any Liability relating to any Excluded AssetEmployee or any Employee Benefit Plan; (iiil) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by of the Sellers, or in connection with any Law or Permiteither of them, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior that relates to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller PartyExcluded Assets; and (xim) any obligation other Liability of Sellers, or either of them, not explicitly assumed by Buyer under Section 1.3. The Sellers acknowledge that the Sellers are retaining the Excluded Liabilities, and the Sellers shall pay, discharge and perform all of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityExcluded Liabilities promptly when due.

Excluded Liabilities. Notwithstanding anything to the contrary in provisions of Section 2.3 or any other provision of this Agreement, Purchaser any Schedule or Exhibit hereto or any Ancillary Agreement to the contrary, and regardless of any disclosure to the Buyer, except for the Assumed Liabilities, the Buyer shall not assume or be responsible for obligated to pay, perform or otherwise discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities liabilities or obligations of the Company Seller of any kind, character or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, and currently existing or hereinafter arising (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and not in limitation of, including the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities):following: (ia) any Liability under all liabilities arising from or with respect to Indebtedness the ownership, operation or use of the Company Purchased Assets or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto)the operation of the Business prior to the Closing; (iib) all Taxes of any Liability relating kind or character, including any Taxes of any Person for which the Seller is liable, pursuant to an arrangement entered into on or prior to the Closing Date, under Treasury Regulations 1.1502-6 (or any Excluded Assetsimilar provision of state, local or foreign Law), or as a transferee or successor by Contract or otherwise, except as provided in Sections 6.1 and 6.2; (iiic) any Liability (other than liabilities assumed by Purchaser liability in accordance with Section 1.1(c)) imposed by respect of or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or relating to Business Employees arising prior to the Closing, or (B) any real property, business entities liability in respect of or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Businessrelating to any Employee Plan; (ivd) except as set forth in Section 2.3(c), any Indebtedness; (e) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or liability arising from or related to any factbreach, transactionfailure to perform, statustorts related to the performance of, eventviolations of Law, circumstanceinfringements or indemnities under, occurrence guaranties pursuant to and overcharges or situationunderpayments under, whether known any Seller Contract prior to the Closing; (f) any liability arising from or unknown, existing, arising related to any compliance or occurring noncompliance on or prior to the Closing, or otherwise attributable Closing Date with any Law applicable to the pre-Closing operation of Seller, the BusinessBusiness or the Purchased Assets; (vg) any Liability for liability arising from or related to any Taxes (A) of Action against the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of Seller, the Business or ownership of the Purchased Assets on pending as of the Closing or before based upon any action, event, circumstance or condition arising as of or prior to the Closing, regardless of when assessed; (vih) except as set forth in Section 2.3(d), any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance SheetTransaction Expenses; (viii) any Liability for deferred compensationliability to indemnify, accrued bonusesreimburse or advance amounts to any present or former officer, transaction manager, employee or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents agent of the Company or any Affiliate of the Company Seller (including with respect to the service, engagement or employment, as applicable, any breach of fiduciary obligations by any such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated herebyparty); (viiij) any Liability all liabilities under any Law pertaining Seller Excluded Contracts; (k) all obligations to employment and employment practices offer group health plan coverage to former employees of the Company prior to Seller or qualified beneficiaries of the Closing Seller’s group health plans who are M&A qualified beneficiaries (as defined in Treas. Reg. Section 54.4980B-9 Q&A-4(a)) to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Partyrequired by COBRA; and (xil) any liability or obligation of relating to an Excluded Asset, whether arising prior to or after the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityClosing.

Excluded Liabilities. Notwithstanding anything any provision in this Agreement to the contrary in this Agreementcontrary, Purchaser is assuming only the Assumed Liabilities and is not assuming, and shall not be responsible deemed to have assumed, any other Liabilities of any Seller of whatever nature (whether arising prior to, at the time of, or subsequent to Closing), whether absolute, accrued, contingent or otherwise, whether due or to become due and whether or not assets, and whether or not known or unknown or currently existing or hereafter arising or matured or unmatured, direct or indirect, and Sellers shall be solely and exclusively liable for any and all such Liabilities, including, without limitation, those Liabilities of the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) below (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance ): (a) all Liabilities of Sellers relating to or otherwise arising, whether before, on or after the Closing, out of, or in connection with, any of the Excluded Assets; (b) any and not in limitation ofall Liabilities of Sellers for Indebtedness, the foregoing, and notwithstanding anything to the contrary except as otherwise provided in this Agreement; (c) Except as stated in Section 11.1, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): all (i) Liabilities of Sellers for any Liability under Taxes (including, without limitation, Taxes payable by reason of contract, assumption, transferee or successor Liability, operation of Law, pursuant to Treasury Regulation Section 1.1502-6 (or any similar provision of any state or local law) or otherwise and any Taxes owed by Sellers (or any stockholder, member, owner or Affiliate of a Seller), relating to the Business, the Purchased Assets or the Assumed Liabilities or arising in connection with respect to Indebtedness the consummation of the Company transactions contemplated by this Agreement) for any Pre-Closing Tax Period, (ii) Taxes imposed on any Person that are the responsibility of Sellers pursuant to Section 11.1, (iii) other Taxes of any Seller (or any third party stockholder, member, owner or Affiliate of a Seller) or relating to the Business, the Purchased Assets or the Assumed Liabilities of any agreement kind or instrument relating thereto description (including any guaranty thereof Liability for Taxes of any Seller (or other contingent obligation with respect thereto); (iiany stockholder, member, owner or Affiliate of a Seller) any Liability or relating to the Business, the Purchased Assets or the Assumed Liabilities that becomes a Liability of Purchaser under any Excluded Asset; common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law), and (iiiiv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by Taxes arising from or in connection with an Excluded Asset; provided Excluded Liabilities shall include Taxes to be paid by Sellers as described in Section 11.1(b); (d) any Law and all Liabilities of Sellers in respect of (x) the Rejected Contracts and (y) any other Contracts to which any Seller is party or Permitis otherwise bound that (i) are not Assigned Contracts, (ii) which are not validly and incurred in connection with effectively assigned to Purchaser pursuant to this Agreement, or (Aiii) conditions existingto the extent such Liabilities arise out of or relate to any failure to perform, events improper performance, warranty or acts occurring other breach, default or omissions violation by a Seller of acts occurring on or any Contracts prior to Closing other than Assigned Contracts; (e) all Liabilities with respect to employment or other provision of services, compensation, severance, benefits or payments of any nature owed to any current or former employee, officer, director, member, partner or independent contractor of any Seller or any ERISA Affiliate (or any beneficiary or dependent of any such individual), whether or not employed by Purchaser or any of its Affiliates after the Closing, that (i) arises out of or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior relates to the Closingemployment, service provider or otherwise attributable to the pre-Closing operation of the Business; (v) other relationship between any Liability Seller or ERISA Affiliate and any such individual, including, without limitation, any Liabilities associated with any claims for any Taxes (A) of the Company wages or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closingother benefits, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheetbonuses, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred accrued vacation, workers' compensation, accrued bonusesseverance, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entity.retention,

Excluded Liabilities. Notwithstanding anything any provisions of this Agreement to the contrary in this Agreementcontrary, Purchaser other than the Assumed Liabilities, Buyer shall not assume, or in any way be liable or responsible for for, any Liabilities (including Liabilities relating to the conduct of the Company Business or to the Acquired Assets (and the use thereof) at any Affiliate time on or prior to the Closing Date), whether relating to or arising out of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) Business or the Acquired Assets or otherwise, 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 (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, of the foregoing and not in limitation thereof, except for the Assumed Liabilities, in no event shall Buyer be liable or responsible for: (a) any Liability of the Company or its directors, officers, stockholders or agents (acting in such capacities), arising out of, or relating to, this Agreement or the transactions contemplated by this Agreement, whether incurred prior to, at or subsequent to the Closing Date, including, without limitation, all finder’s or broker’s fees and expenses and any and all fees and expenses of any Representatives of the Company; (b) any Liabilities relating to events or conditions occurring or existing in connection with or arising out of, the foregoingBusiness as operated prior to the Closing Date, or the ownership, possession, use, operation or sale or other disposition prior to the Closing Date of any Acquired Assets (or any other assets, properties, rights or interests associated, at any time prior to the Closing Date, with the Business); (c) any Liabilities to any persons at any time employed by the Company or its predecessors-in-interest at any time or to any such person’s spouses, children, other dependents or beneficiaries, with respect to incidents, events, exposures or circumstances occurring at any time during the period or periods of any such persons’ employment by the Company or its predecessors-in-interest, whenever such claims mature or are asserted (other than those assumed by Buyer under Section 2.4), including without limitation, all Liabilities arising (i) under any Company Benefit Plans, except as specifically set forth in Section 2.4, (ii) under any employment, wage and hour restriction, equal opportunity, discrimination, plant closing or immigration and naturalization laws, (iii) under any collective bargaining laws, agreements or arrangements or (iv) in connection with any workers’ compensation or any other employee health, accident, disability or safety claims; (d) any Liabilities relating to the Acquired Assets based on events or conditions occurring or existing prior to the Closing Date and connected with, arising out of or relating to: (i) any dispute for services rendered or goods manufactured or sold, including, without limitation, product warranty claims and product liability claims, and notwithstanding anything claims for refunds, returns, personal injury and property damage (other than as specifically set forth in Section 2.4), (ii) Hazardous Substances or Environmental, Health and Safety Laws, (iii) claims relating to the contrary in this Agreementemployee health and safety, Purchaser shall not be responsible including claims for injury, sickness, disease or death of any Person or (iv) compliance with any Legal Requirement relating to any of the following foregoing; (each e) any Liabilities, known or unknown, fixed, contingent or otherwise, the existence of which shall also constitute is a breach of, or inconsistent with, any representation, warranty, covenant, obligation or agreement of the Company set forth in this Agreement or in any of the other Transaction Documents; (f) any Liability relating to any Proceeding pending on the Closing Date, or instituted thereafter, based on events or conditions occurring or existing in connection with, or arising out of, the Business as operated by the Company, or the ownership, possession, use or sale of the Acquired Assets or the Leased Real Property, prior to the Closing Date; (g) any Liability for Taxes attributable to periods prior to the Closing Date, including, without limitation, Taxes attributable to, or resulting from, recapture, or otherwise arising from the transactions contemplated by this Agreement; (h) any Liability relating to events or conditions occurring or existing in connection with, or arising out of, the Excluded Liabilities):Assets, including without limitation, any Liability relating to the GOB Assets or the GOB Stores; and (i) any Liability under or with respect to Indebtedness of incurred by the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employeesits respective directors, officers, directorsstockholders, brokers, bankers, independent contractors agents or agents of employees (acting in such capacities) after the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityEffective Date.

Excluded Liabilities. Notwithstanding anything to Each of Sellers shall remain liable for, and shall defend, indemnify and hold Buyer harmless from and against, all Excluded Liabilities, defined below, and neither Buyer nor the contrary in this Agreement, Purchaser Companies shall not be responsible assume or have any responsibility for any Liabilities of the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Excluded Liabilities, collectively, the . The term “Excluded Liabilities”” collectively means any and all obligations and liabilities, other than the Assumed Liabilities, of one (1) or more of the Sellers and/or one (1) or more of the Companies, including the Indebtedness (defined below), whether accrued or contingent, liquidated or unliquidated, asserted or unasserted, known or unknown, due or not due, civil or criminal in nature. In furtherance of, and not in limitation ofFor the avoidance of doubt, the foregoingterm Excluded Liabilities also includes any liability relating to or arising out of any liability or obligation of any Company and/or any Seller for any: (i) tax (including any penalties, fines and notwithstanding anything to interest thereon) of any kind (collectively, “Taxes”) including any Taxes that arise out of the contrary in consummation of the transactions contemplated by this Agreement; (ii) Indebtedness; and (ii) legal, Purchaser shall not be responsible for accounting and other professional fees incurred by any Seller or Company prior to or in connection with this Agreement and/or Closing; (iv) any act or omission by any of the following Companies occurring prior to Closing, or any of the Sellers occurring at any time, constituting, or alleged to constitute, negligence or any other tort; and (each of which shall also constitute Excluded Liabilities): (iv) any Liability under act or with respect to Indebtedness omission by any of the Company Companies occurring prior to Closing, or any third party of the Sellers occurring at any time, constituting a violation of State, county, or any agreement local criminal law. At Closing each Seller agrees to assume all Excluded Liabilities regardless of whether the name of the obligor be an individual Seller or instrument relating thereto one (including any guaranty thereof 1) or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser more of the Companies, and, in accordance with Section 1.1(c)) imposed by 13 below, agrees to indemnify, defend and hold harmless Buyer Indemnitees from and against all Adverse Consequences arising from or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior related to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityExcluded Liabilities.

Excluded Liabilities. Notwithstanding anything to the contrary Except for Assumed Liabilities as provided in this AgreementSection 2.3, Purchaser shall not assume or be obligated to pay, perform or otherwise discharge or be responsible for any Liabilities of the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance ofliable with respect to, and not in limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Seller shall indemnify Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser Group in accordance with Section 1.1(c7.1(a)(iv) with respect to, any liabilities or obligations of Seller or otherwise relating to the Business or the Project or any present or former owner or operator thereof, whether or not of, associated with, or arising from, any of the Purchased Assets, and whether fixed, contingent or otherwise, known or unknown (collectively, the "Excluded Liabilities")) imposed by , including the following: Any liabilities or obligations relating to, based in whole or in connection with any Law part on events or Permit, and incurred conditions occurring or existing in connection with (A) conditions existingwith, events or acts occurring or omissions of acts occurring arising out of, the Business as operated on or prior to the ClosingClosing Date, or (B) the design, construction, ownership, possession, use, or operation of any real propertyof the Project, business entities including the Purchased Assets, on or assetsbefore the Closing Date, whether domestic or foreign, formerly owned, leased, occupied sale or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring disposition on or prior to the ClosingClosing Date of any capacity of or energy from the Project or any of the Purchased Assets (or any other assets, properties, rights or otherwise interests associated, at any time on or prior to the Closing Date, with the Business); Any liabilities or obligations of Seller to the extent relating to any Excluded Assets or other assets which are not Purchased Assets and the ownership, operation and conduct of any business in connection therewith or therefrom, including any amounts due from Seller under or arising from any Project Contracts other than the Purchased Project Contracts or from any Intercompany Arrangements; Any liabilities or obligations of Seller in respect of costs determined to be the responsibility of Seller under Section 3.4, any Taxes for which Seller is liable under Section 6.6 and Taxes attributable to the pre-Closing ownership, operation or use of any of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of Project, including the Purchased Assets on or before the ClosingClosing Date (except for Taxes for which Purchaser is liable pursuant to Section 3.4 or Section 6.6 hereof); Any liabilities or obligations arising on or prior to the Closing Date from the breach by Seller of, regardless of when assessed; (vi) any Liability that was required default by Seller under or waiver or extension given by or to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company Seller with respect to the serviceperformance of any term, engagement covenant or employmentprovision of any of the Purchased Project Contracts, as applicablethat would have been, of but for such Persons breach, default, waiver or extension, paid, performed or otherwise discharged on or prior to the Closing (Date or to the extent the same arise out of any such breach, default, waiver or extension; Any liabilities or obligations, including such obligations that may arise fines, penalties or costs imposed by a Governmental Authority and the costs of any associated defense or response with respect to any of the Project, including the Purchased Assets resulting from an investigation, proceeding, request for information or inspection before or by a Governmental Authority whether pending or commencing on, prior to or after the Closing Date, to the extent based on events or conditions occurring or existing in connection with with, or arising out of, or otherwise relating to, the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of Business or the Company ownership, possession, use, operation, sale or other disposition on or prior to the Closing Date of any of the Project, including the Purchased Assets (or any other assets, properties, rights or interests associated, at any time on or prior to the Closing Date, with the Business), or actions taken or omissions to act made on or prior to the Closing Date. Any liabilities or obligations of any of Seller Group or their respective directors, officers, members, shareholders or agents, arising out of, or relating to, this Agreement, any of the Ancillary Agreements or any of the transactions contemplated hereby or thereby, whether incurred prior to, on or after the Closing Date, including, without limitation, any and all finder's or broker's fees and expenses, and any and all fees and expenses of any attorneys, accountants or other professionals; Any liabilities or obligations relating to any current, former or future Project Employee or other Person (whether employed by Seller, if any, or any Independent Contractor or any Predecessor-in-Interest) or to any spouse, children, other dependents or beneficiaries of any such Person or any successor-in-interest to any such Person, with respect to incidents, events, exposures or circumstances occurring at any time before or after Closing, in each case whenever any claims arising therefrom or relating thereto mature or are asserted, including all such liabilities and obligations arising (i) under or related to any Project Employee Plan, (ii) under or arising from any claim by any such Project Employees for compensation, severance benefits, any other benefit claims under any Project Employee Plans or applicable Laws, vacation pay, continuation coverage, expenses or any similar type claims arising from employment prior to the Closing or as a result of the consummation of the Transactions, (iii) under any employment, wage and hour restriction, equal employment opportunity, affirmative action, discrimination, retaliation, tort, plant closing or immigration and naturalization Laws or any Law relating to employee benefits, employment discrimination, leave, accommodation, severance, labor relations, hiring or retention, safety, any employment contracts or agreements, wages and hours of employees or any other terms or conditions of employment or any other employment-related matter or workplace issue, including COBRA, (iv) under any collective bargaining agreement, collective bargaining or labor relations Law, or agreement or arrangement with a labor organization or employee representative, (v) under any agreement concerning or relating to such Project Employees or other Persons performing work or services for the direct or indirect benefit of the Project, or (vi) in connection with any workers' compensation or any other employee health, accident, disability or safety claims; but excluding, however, all such liabilities and obligations arising from the actions of Purchaser Group with respect to Project Employees contacted by Purchaser Group for hiring before Closing or arising after Closing with respect to Project Employees hired by Purchaser; Any liabilities or obligations relating to the Business or the Project, including the Purchased Assets (or any other assets, properties, rights or interests associated, at any time on or prior to the Closing Date, with the Business or any of the Purchased Assets), to the extent they relate based on events or conditions occurring or existing on or prior to employees the Closing Date and arising out of or relating to (i) any dispute arising out of or in connection with capacity of or energy provided or services rendered from the Project, including claims for refunds, personal injury or property damage, (ii) claims relating to employee health and safety, including claims for injury, sickness, disease or death of any Person, (iii) any lien described in clause (iii) of the Companydefinition of Permitted Encumbrances or any unpaid sums for which any such liens shall have arisen, including all (iv) claims by an Independent Contractor or other Person utilized or retained for services or work related to or in support of the Project, or (v) compliance with any Laws relating to wage any of the foregoing; Any liabilities or obligations to the extent based on, relating to or arising from events or conditions occurring or existing in connection with, or arising out of, any and hoursall assets, overtime compensationproperties, leaves rights and interests which are not being acquired by Purchaser hereunder, including relating to or arising from the Excluded Assets; Any liabilities or obligations incurred by any of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses Group or any Liability of their respective directors, officers, shareholders, members, agents or Independent Contractors after the Closing Date (but this paragraph shall not limit the liabilities or obligations for which Purchaser provides indemnification under Section 7.2); Any liabilities or obligations under any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company Purchased Project Contracts which would be included in the Purchased Assets but for the provisions of Section 2.5, except to indemnify the extent Purchaser is provided with the benefits thereunder as contemplated by such Section; and Any liability representing indebtedness for money borrowed (and any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityrefinancing thereof).

Excluded Liabilities. Notwithstanding anything to Buyer is assuming only the contrary in this Agreement, Purchaser shall not be responsible for any Liabilities of the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth and is not assuming any other Liability or obligation of whatever nature, whether presently in Section 1.1(c) existence or arising hereafter. All such other Liabilities and obligations shall be retained by, and remain liabilities and obligations of, Seller (all such excluded Liabilities, collectively, Liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). In furtherance of, Buyer shall not assume and not in limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for liable for, and Sellers shall indemnify defend and hold Buyer harmless against, any of the following (each of which shall also constitute and all Excluded Liabilities): . The Excluded Liabilities shall mean any and all Liabilities other than the Assumed Liabilities, including, without limitation (ii)(a) any Liability under payments required to be made, or costs or other expenses required to be incurred by Sellers (or their affiliates) on or prior to the Closing Date with respect to Indebtedness any Contract, including, without limitation, any Acquired Contract and (b) all liabilities resulting from a breach by either Seller of any Contract, including, without limitation, any Acquired Contract and all duties, liabilities or obligations thereunder, in each case, arising from or related to the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions period of acts occurring time on or prior to the Closing, (ii) all liabilities (including, without limitation, accounts payable), obligations, litigation, proceedings or claims (Bincluding, without limitation, warranty claims, any liability or obligation arising under any applicable Law) of any real propertykind or nature whatsoever, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existingto the extent arising from the Business, arising the assets or occurring the operation of the Business or the Acquired Assets on or prior to the ClosingClosing Date, (iii) any and all obligations or liabilities to any of Sellers’ or any Affiliates of Sellers’ employees, (iv) all accounts payable of the Business arising on or prior to the Closing Date, (v) all other liabilities or obligations of Sellers and their respective Affiliates of any kind or nature whatsoever, known or unknown, including, without limitation, any such liabilities or obligations not related to the Business, the Acquired Assets, or otherwise attributable to the pre-Closing operation of the Business; Business or the Acquired Assets or arising from the Excluded Assets, (vvi) any Liability for and all obligations of any Taxes (A) nature or description, including, without limitation, all claims by or on behalf of the Company any employee arising out of or in connection with any relationship by and between Sellers or any Affiliate of the Company either Seller, including through any collective bargaining agreement, (vii) any and all liabilities for taxes, including any period or (B) attributable to the conduct taxes arising as a result of the Business each Seller’s operation of its business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons assets prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); Date, and (viii) any Liability all other liabilities of Sellers not explicitly assumed by the Buyer under any Law pertaining to employment and employment practices other provisions of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityAgreement.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller (or any predecessor of Seller or any prior owner of all or part of its businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the "Excluded Liabilities"). Notwithstanding anything to the contrary in this AgreementSection 2.04, Purchaser the Buyer shall not assume, and shall not be responsible for liable for, any Liabilities liabilities or obligations of the Company Seller of any nature whatsoever, express or implied, fixed or contingent, including, but not limited to any liability owing to the Stockholders or any Affiliate claim or causes of action , regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by the Seller or the Stockholders, any employee or agent of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded LiabilitiesSeller or the Stockholders, collectivelyor alleged to have been made by the Seller or the Stockholders or any employee or agent of the Seller or the Stockholders, the “Excluded Liabilities”). In furtherance of, and not in limitation of, the foregoing, and notwithstanding anything or arising out of relating to the contrary in this Agreementconduct and operations of Seller or the Business, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on Seller, its agents or employees prior to the Closing, or which is imposed or asserted to be imposed by operation of law, of or for any service or activity performed by or on behalf of the Seller, including without limitation any claim seeking recovery for property damage, consequential damage, lost revenue or income or personal injury. In addition to the foregoing, in no event shall the Buyer assume any liability or incur any liability or obligation in respect of: (Ba) any real propertyfederal, business entities state or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction local income or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents tax liability of the Company or any Affiliate of the Company Seller payable with respect to the serviceBusiness, engagement Assets, properties or employment, as applicable, operations of such Persons prior to the Seller for any period through the Closing (including such obligations Date or incident to or arising as a consequence of the negotiation or consummation by the Seller of this Agreement and the transactions contemplated by this Agreement, provided that may arise Transfer Taxes incurred in connection with the transactions contemplated hereby)by this Agreement and Apportioned Obligations shall be paid in the manner set forth herein; (viiib) any Liability under any Law pertaining liability or obligation relating to employment and employment practices of the Company employee benefits or compensation arrangements existing on or prior to the Closing to Date, including, without limitation, any liability or obligation under any of Seller's employee benefit agreements, plans or other arrangements listed on the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discriminationDisclosure Schedule; (ixc) any Seller Transaction Expenses liability or any Liability of any Seller Party incurred under this Agreement or in connection herewithobligation relating to an Excluded Asset; (xd) related in any Liability form or manner to any Affiliate of any Seller Party; and (xi) any obligation of loan or investment by a shareholder and/or investor in the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entitySeller.

Excluded Liabilities. Notwithstanding anything to Except for Assumed Liabilities as provided in Section 2.3, Seller and the contrary in this AgreementAssigning Affiliates, as applicable, shall retain, and Purchaser shall not assume or be obligated to pay, perform or otherwise discharge or be responsible for or liable with respect to, any Liabilities liabilities or obligations of Seller or the Assigning Affiliates, as applicable, or otherwise relating to the Business or the Project or any present or former owner or operator thereof prior to the Closing Date, whether or not of, associated with, or arising from, any of the Company Purchased Assets, and whether fixed, contingent or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) otherwise, known or unknown (such excluded Liabilities, collectively, the “"Excluded Liabilities”"). In furtherance of, including the following: (a) All liabilities and not obligations relating to, based in limitation whole or in part on events or conditions occurring or existing in connection with, or arising out of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring Business as operated on or prior to the ClosingClosing Date, or (B) the design, construction, ownership, possession, use, or operation of any real propertyof the Purchased Assets, business entities including the Project, on or assetsbefore the Closing Date, whether domestic or foreign, formerly owned, leased, occupied the sale or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring disposition on or prior to the ClosingClosing Date of any capacity of or energy from the Project or any of the Purchased Assets (or any other assets, properties, rights or otherwise interests associated, at any time on or prior to the Closing Date, with the Business); (b) Any liabilities or obligations of Seller or the Assigning Affiliates, as applicable, to the extent relating to any Excluded Assets or other assets which are not Purchased Assets and the ownership, operation and conduct of any business in connection therewith or therefrom, including any amounts due from Seller or the Assigning Affiliates, as applicable, under or arising from any of the Intercompany Arrangements, except to the extent caused by any acts or omissions of Purchaser or any of its Affiliates or Purchaser's ownership, possession, use or operation of any of the Purchased Assets; (c) Any liabilities or obligations of Seller or the Assigning Affiliates, as applicable, in respect of costs determined to be the responsibility of Seller or the Assigning Affiliates, as applicable, under Section 3.4, any Taxes for which Seller or the Assigning Affiliates, as applicable, is liable under Section 6.12 and Taxes attributable to the pre-Closing ownership, operation or use of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessedClosing Date (except for Taxes for which Purchaser is liable pursuant to Section 3.4 or Section 6.12 hereof); (vid) any Liability that was required Any liabilities or obligations arising on or prior to be disclosed the Closing Date from the breach by Seller or the Assigning Affiliates, as a liability under GAAP on applicable, of, default by Seller or the Balance SheetAssigning Affiliates, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensationapplicable, accrued bonuses, transaction or other bonusesunder, or severance obligations related waiver or extension given by or to employeesSeller or the Assigning Affiliates, officersas applicable, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the serviceperformance of, engagement any term, covenant or employmentprovision of any of the contracts, as applicableagreements, arrangements or commitments assumed by Purchaser, including any of the Purchased Project Contracts, that would have been, but for such Persons breach, default, waiver or extension, paid, performed or otherwise discharged on or prior to the Closing (including Date or to the extent the same arise out of any such obligations that may arise in connection with the transactions contemplated hereby)breach, default, waiver or extension; (viiie) any Liability Liabilities or obligations under any Law pertaining to employment and employment practices of the Company Purchased Project Contracts which would be included in the Purchased Assets but for the provisions of Section 2.5, except to the extent Purchaser is provided with the benefits thereunder as contemplated by such Section; (f) Any fines, penalties or costs imposed by a Governmental Authority and the costs of any associated defense or response with respect to any of the Purchased Assets resulting from (i) an investigation, proceeding, request for information or inspection before or by a Governmental Authority whether pending or commencing on, prior to or after the Closings, to the extent based on events or conditions occurring or existing in connection with, or arising out of, or otherwise relating to, the Business as operated by Seller or any of its Affiliates (or any of their respective predecessors-in-interest), or the ownership, possession, use, operation, sale or other disposition on or prior to the Closing Date of any of the Purchased Assets (or any other assets, properties, rights or interests associated, at any time on or prior to the Closing Date, with the Business), or actions taken or omissions to act made on or prior to the Closing Date, or (ii) violations of applicable Law or illegal acts of Seller or any of Seller's Affiliates; (g) All liabilities and obligations of Seller or any of its Affiliates, or their respective directors, officers, members, shareholders or agents, arising out of, or relating to, this Agreement, any of the Ancillary Agreements or any of the transactions contemplated hereby or thereby, whether incurred prior to, on, or after the Closing Date, including, without limitation, any and all finder's or broker's fees and expenses, and any and all fees and expenses of any attorneys, accountants or other professionals retained by or on behalf of Seller or any of its Affiliates; (h) All liabilities and obligations to any Person at any time employed by Guarantor, Seller, CGS or any of their Affiliates or any of their respective predecessors-in-interest at any time or to any spouse, children, other dependents or beneficiaries of any such Person or any successor-in-interest to any such Person, with respect to incidents, events, exposures or circumstances occurring at any time during the period or periods of any such Person's employment by, or service as an Independent Contractor of, Guarantor, Seller, CGS or any of their Affiliates or any of their respective predecessors-in-interest, whenever any claims arising therefrom or relating thereto mature or are asserted, including, all liabilities and obligations arising (i) under any of the Employee Plans, (ii) under or arising from any claim by any Employees or any current or former employees of Guarantor, Seller, CGS or any of their Affiliates for compensation, severance benefits, any other benefit claims under any Employee Plans, vacation pay, continuation coverage, expenses, or any similar type claims arising from their employment with Guarantor, Seller, CGS or any of their Affiliates prior to the Closing or as a result of the consummation of the Transactions, (iii) under any employment, wage and hour restriction, equal employment opportunity, affirmative action, discrimination, tort, plant closing or immigration and naturalization Laws or any Law relating to employee benefits, employment discrimination, severance, labor relations, hiring or retention, safety, any employment contracts or agreements, wages and hours of employees or any other terms or conditions of employment or any other employment-related matter or workplace issue, including COBRA, (iv) under any Collective Bargaining Agreement, collective bargaining or labor relations Law, or agreement or arrangement with a labor organization or employee representative, (v) under the Operations and Maintenance Agreement between Seller and CGS, dated May 29, 2001, the WillStaff Worldwide Temporary Staffing Service Agreement between Guarantor and WillStaff Worldwide Staffing dated September 4, 2001, the CT LTSA, the CCGT LTSA, or any agreements between Guarantor, Seller, CGS or any of their Affiliates and Xxx Xxxxxxxx Construction Company, or any other agreement concerning or relating to Employees, Independent Contractors, or Persons performing work or services for the direct or indirect benefit of the Project, or (vi) in connection with any workers' compensation or any other employee health, accident, disability or safety claims; (i) All liabilities and obligations relating to the Business or any of the Purchased Assets (or any other assets, properties, rights or interests associated, at any time on or prior to the Closing Date, with the Business or any of the Purchased Assets), to the extent they relate based on events or conditions occurring or existing on or prior to employees the Closing Date and arising out of or relating to (i) any dispute arising out of or in connection with capacity of or energy provided or services rendered from the Project, including claims for refunds, personal injury or property damage, (ii) claims relating to employee health and safety, including claims for injury, sickness, disease or death of any Person, (iii) claims by any Independent Contractor or other Person utilized or retained for services or work related to or in support of the CompanyProject, including all (iv) any liens described in clause (iii) of the definition of Permitted Encumbrances in 0 or any unpaid sums for which any such liens shall have arisen, or (v) compliance with any Laws relating to wage and hours, overtime compensation, leaves any of absence, unemployment insurance, harassment and discriminationthe foregoing; (ixj) any Seller Transaction Expenses All liabilities and obligations to the extent, based on, relating to or any Liability of any Seller Party incurred under this Agreement arising from events or conditions occurring or existing in connection herewithwith, or arising out of, any and all assets, properties, rights and interests which are not being acquired by Purchaser hereunder, including, relating to or arising from, the Excluded Assets; (xk) All liabilities and obligations incurred by Seller or any Liability of its Affiliates or any of their respective directors, officers, shareholders, members, agents or employees after the Closing Date, except to the extent constituting a Loss for which Seller or any Affiliate other member of the Seller Group properly asserts a Seller Claim for indemnification under Section 7.2; (l) Any liabilities or obligations relating to, based in whole or in part on events or conditions occurring or existing in connection with, or arising out of, any action which could be construed as a "plant closing" or "mass layoff," as defined in the WARN Act or its regulations, which any former or current Employee or Independent Contractor of Guarantor, Seller, CGS or any of their Affiliates may suffer or may be deemed to suffer; (m) All Project Debt, any other Debt of Seller Partyor any of its Affiliates, and all liabilities and obligations of Seller under, arising from or relating to the Senior Loan Documents or the Subordinated Financing Documents; and (xin) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityAll Chapter 11 Expenses.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, Purchaser Buyer shall not be responsible assume or have or incur any responsibility of any nature for any Liabilities of the Company Sellers or any Affiliate of their respective Affiliates (including any Liabilities arising out of or related to Products sold or act or omission occurring on or prior to the Company that are not Assumed Closing Date and all Liabilities specifically set forth in Section 1.1(c) related to the Excluded Assets relating to the period ending on or prior to the Closing Date (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance ofNotwithstanding Section 2.2.1, and not in limitation offor the avoidance of doubt, the foregoing, Excluded Liabilities shall include (and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilitieslimited to): (ia) any Liability under or with respect to Indebtedness all Liabilities for Taxes of the Company Sellers or any third party of their respective Affiliates, whether arising prior to, after the Closing Date; (b) all Liabilities for Taxes relating to the Purchased Assets or the Product Business arising from or attributable to any agreement taxable period ending on or instrument relating thereto before the Closing Date (including or the portion of any guaranty thereof or other contingent obligation with respect theretoStraddle Period beginning on the first day of such Straddle Period and ending on the day prior to the Closing Date); (iic) all Liabilities of Sellers and/or any Liability relating to any Excluded Assetof their Affiliates under the Ancillary Agreements; (iiid) all Liabilities of Seller and/or any Liability of their Affiliates in respect of any Litigation (other than liabilities assumed by Purchaser whether class, individual or otherwise in accordance with Section 1.1(c)) imposed by nature, in law or in connection with any Law equity) commenced or Permitasserted on or prior to the Closing, and incurred in connection with (A) conditions existing, events or based on acts occurring or omissions of acts Sellers and/or any of their Affiliates or their respective equityholders, officers, directors or managers occurring on or prior to the Closing, and arising out of or (B) to the extent relating to or otherwise in any real propertyway relating to the Purchased Assets or the Products, business entities including any Liability to any equityholder of Sellers or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection any Affiliates of Seller; Confidential Materials Omitted and Filed Separately with the BusinessSecurities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***] (e) all Liabilities of Sellers to their suppliers for materials and services relating to the Products that were delivered or provided to Sellers on or prior to Closing; (ivf) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) all Liabilities arising out of or Legal Proceeding caused by, relating to any product liability, breach of warranty or arising similar claim for injury to any Person or property that resulted from any fact, transaction, status, event, circumstance, occurrence the use or situation, whether known or unknown, existing, arising or occurring misuse of the Products sold on or prior to the Closing, Closing Date or otherwise attributable relates to the pre-Closing operation of the Business; Products sold (vincluding any Litigation relating to any such Liabilities) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise Date, which, in connection with the transactions contemplated hereby)case of any split lots of Products, shall be determined as set forth in the Transitional Services Agreement; (viiig) any Liability all Liabilities for Transfer Taxes, Apportioned Obligations or Indirect Taxes allocated to Sellers under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses Sections 4.9.2 or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party4.9.4; and (xih) any obligation all Liabilities arising out of or related to the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entitySeller Business.

Excluded Liabilities. Notwithstanding anything to the contrary contained in Section 3.1 above or elsewhere in this Agreement, Purchaser Seller will retain the following liabilities and obligations, and such liabilities and obligations shall not be responsible for any Liabilities of assumed by Purchaser and shall be excluded from the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of. (a) any liability or obligation of Seller of any nature whatsoever, and whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, not in limitation of, the foregoing, and notwithstanding anything related to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto)Business; (iib) any Liability liability or obligation of Seller of any nature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, to the extent relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or arising from or in connection with any Law Excluded Assets; (c) any liability or Permit, and incurred in connection with (A) conditions existing, events obligation under any Transferred Contract arising out of or acts occurring or omissions of acts occurring on or relating to any breaches thereof that occurred prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (ivd) any Liability liability or obligation under any Excluded Contract; (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)e) or Legal Proceeding caused byany environmental, relating to or arising from health and safety liability of any fact, transaction, status, event, circumstance, occurrence or situationnature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, existing, arising out of or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable relating to the conduct of the Business or ownership of the Purchased Assets on or before prior to the Closing, regardless of when assessed; (vif) any Liability that was required liability or obligation arising out of or relating to be disclosed any Proceeding commenced, brought, conducted or heard by or before, or otherwise involving, any court, arbitrator or government agency pending as a liability under GAAP on of the Balance Sheet, and was not shown as a liability on the Balance SheetClosing; (viig) any Liability for deferred compensationliability arising out of or resulting from Seller’s non-compliance with any applicable Law; (h) any liability or obligation of Seller to its employees of any nature whatsoever, accrued bonuseswhether accrued, transaction absolute, contingent or other bonusesotherwise, asserted or unasserted, known or unknown; (i) except as set forth in Schedule 3.1, any liability or obligation of Seller of any nature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, to the extent existing at the time of, or severance obligations related arising out of or relating to employeesacts, officers, directors, brokers, bankers, independent contractors events or agents of the Company or any Affiliate of the Company with respect omissions to the service, engagement or employment, as applicable, of such Persons act that occurred prior to the Closing (including such obligations that may arise or in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices conduct of the Company Business prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller PartyClosing; and (xij) any other liability or obligation of Seller that is not included in the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityAssumed Liabilities.

Excluded Liabilities. Notwithstanding anything The parties expressly agree that neither Wackenhut nor the Wackenhut Subsidiaries shall assume, agree to pay or otherwise become liable for any obligation or liability of any Company, Shareholder or other Person other than the Assumed Liabilities (with any liabilities or obligations other than the Assumed Liabilities being referred to herein as the "Excluded Liabilities"). The Excluded Liabilities shall include, without limitation, the following: (a) any liability or obligation of any Company, Shareholder or other Person, absolute or contingent, known or unknown, not expressly agreed to be assumed pursuant to the contrary in provisions of SECTION 2.7 of this Agreement; (b) any liability or obligation of any Company, Purchaser shall not be responsible for Shareholder or other Person against which Wackenhut is indemnified pursuant to ARTICLE X of this Agreement; (c) any Liabilities liability or obligation of the any Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and not in limitation of, the foregoing, and notwithstanding anything to the contrary in Shareholder arising under this Agreement; (d) any liability or obligation of any Company, Purchaser shall not be responsible for Shareholder or other Person relating to any Taxes, including any interest or penalties thereon; (e) any liability or obligation of any Company, Shareholder or other Person relating to any default under any of the following Assumed Liabilities to the extent such default existed prior to Closing; (each f) any liability or obligation of which shall also constitute Excluded Liabilities):any Company to any of the Shareholders or any of their Affiliates, whether by contract, tort, pursuant to law or otherwise. (g) any liability or obligation of any Company, Shareholder or other Person relating to or arising under the Retrospective Policy; and (h) any liability or obligation of CMC, PEM II or PEM III, and (i) any Liability under liability or with respect to Indebtedness obligation of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof Company, Shareholder or other contingent obligation with respect thereto); (ii) any Liability Person relating to any Excluded Asset; claims of a franchisee of any Company arising from or related to (iiiw) the offering or sale of the franchise to any Person, (x) the transactions contemplated by this Agreement, (y) the termination or attempted termination or modification or attempted modification of any franchise rights or (z) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by facts, circumstances, events, actions or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts failure to act occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityDate.

Excluded Liabilities. Notwithstanding anything to the contrary Except as specifically provided in this Agreement, Purchaser Buyer shall not assume, or in any way be liable or responsible for for, any Liabilities of the Company liabilities and obligations of Sellers (the "Excluded Liabilities"). Without limiting the generality of the foregoing, the Excluded Liabilities shall include: (a) any profit or loss derived by Sellers from the transaction provided for herein; (b) any liability or obligation under any contract, agreement, obligation, commitment or other binding arrangement of Sellers, whether oral or written, that is not a Trade Deal or an Assumed Contract; (c) any liability or obligation relating to any indebtedness for borrowed money, any letter of credit or any guaranty owed or executed by Sellers or any Affiliates of Sellers to any third party; (d) any accounts payable or, subject to Section 1.3(c), accrued expenses of the Business as of the Closing Date or arising from transactions occurring prior to or on the Closing Date; (e) any liability or obligation for federal, state or local income taxes of the Business arising from or attributable to the periods prior to or on the Closing Date; (f) all liabilities and obligations incurred in, resulting from or arising out of any lawsuits to the extent related to the Sellers' operation of the Business prior to or on the Closing Date (the "Lawsuits"); (g) any liability or obligation of a Seller or any Affiliate of the Company a Seller that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and not in limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating relates to any Excluded Asset;; and (iiih) all obligations in respect of present or former employees or independent contractors (which, for purposes of this Section, shall not include any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the preco-Closing operation of the Business; (v) any Liability for any Taxes (Apackers) of the Company Sellers or any Affiliate of the Company Sellers, including, but not limited to, (i) claims for severance, unemployment compensation or insurance, any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction employee benefits or other bonuses, compensation or severance obligations related to employees, officers, directors, brokers, bankers, damages by or on behalf of any present or former employees or independent contractors or agents of the Company Sellers or any Affiliate of the Company Sellers, or by or on behalf of any governmental authority in respect of present or former employees or independent contractors of Sellers or any Affiliate of Sellers; (ii) all liabilities and obligations of Sellers or any Affiliate of Sellers with respect to the service, engagement present or employment, as applicable, former employees or independent contractors of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) Sellers or any Liability Affiliates of Sellers under any Law pertaining employee benefit plan; and (iii) all liabilities and obligations with respect to employment and employment practices physical, mental or other health conditions of the Company prior to the Closing to the extent they relate to present or former employees or independent contractors of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses Sellers or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entitySellers.

Excluded Liabilities. Notwithstanding anything any provision in this Agreement to the contrary in this Agreementcontrary, Purchaser is assuming only the Assumed Liabilities and is not assuming, and shall not be responsible deemed to have assumed, any other Liabilities of Seller of whatever nature (whether arising prior to, at the time of, or subsequent to Closing), whether absolute, accrued, contingent or otherwise, whether due or to become due and whether or not assets, and whether or not known or unknown or currently existing or hereafter arising or matured or unmatured, direct or indirect, and the Seller shall be solely and exclusively liable for any Liabilities and all such Liabilities, including those relating to, arising out of or in connection with the operation of the Company Business or the Purchased Assets (including the use and ownership thereof) at any Affiliate of time prior to the Company that are not Assumed Closing Date, and including, without limitation, those Liabilities specifically set forth in Section 1.1(c) below (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance ): (a) all Liabilities of the Seller relating to or otherwise arising, whether before, on or after the Closing, out of, and not or in limitation ofconnection with, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following Excluded Assets; (each b) any and all Liabilities for Indebtedness with respect to borrowed money and any intercompany Indebtedness, including without limitation the NXT Lease Agreement; (c) all guarantees of which shall also constitute Excluded Liabilities):third party obligations and reimbursement obligations to guarantors of Seller’s obligations or under letters of credit; (d) any and all (i) any Liability under or with respect to Indebtedness Liabilities of the Company or Seller for any third party or any agreement or instrument relating thereto Taxes (including any guaranty thereof or other contingent obligation Taxes owed by Seller and arising in connection with respect theretothe consummation of the transactions contemplated by this Agreement); , (ii) any Liability relating Taxes imposed on any Person that are the responsibility of the Seller pursuant to Section 11.1, (iii) Taxes attributable to the Purchased Assets or the operation of the Business for any Pre-Closing Tax Period and (iv) any Taxes arising from or in connection with an Excluded Asset; (iiie) any Liability and all Liabilities of the Seller in respect of Contracts that are not Assigned Contracts; (other than liabilities assumed f) except for any employment Contract that is an Assumed Contract, all Liabilities with respect to compensation, severance or benefits of any nature owed to any current or former employee, officer, director, member, partner or independent contractor of Seller or any ERISA Affiliate (or any beneficiary or dependent of any such individual) and any of Seller’s employees at or assigned to the York Plant who do not become Transferred Employees and such of those employees, if any , who are not at work because of a long-term disability, whether or not employed by Purchaser in accordance with Section 1.1(cor any of its Affiliates after the Closing, that (A) arises out of or relates to the employment, service provider or other relationship between Seller or ERISA Affiliate and any such individual, including the termination of such relationship, (B) arises out of or relates to any Benefit Plan or (C) arises out of or relates to events or conditions occurring on or before the Closing Date; (g) draft or checks outstanding at the Closing (except to the extent an Assumed Liability or relating to an Assumed Contract); (h) imposed all Liabilities under any futures contracts, options on futures, swap agreements or forward sale agreements; (i) all Liabilities for fees, costs and expenses that have been incurred or that are incurred or owed by or Seller in connection with any Law this Agreement or Permit, the administration of the Bankruptcy Case (including all fees and expenses of professionals engaged by Seller) and administrative expenses and priority claims accrued through the Closing Date and specified post-closing administrative wind-down expenses of the bankrupt estates pursuant to the Bankruptcy Code (which such amounts shall be paid by the Seller from the proceeds collected in connection with the Excluded Assets) and all costs and expenses incurred in connection with (Ai) conditions existingthe negotiation, events execution and consummation of the transactions contemplated under this Agreement and each of the other documents delivered in connection herewith, (ii) the preparation and submission of any filing or acts occurring notice required to be made or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or given in connection with any of the Business; transactions contemplated by this Agreement, and the obtaining of any consent required to be obtained in connection with any of such transactions; (iii) the negotiation, execution and consummation of the DIP Financings, and (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation consummation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) by this Agreement, including any Liability under retention bonuses, “success” fees, change of control payments and any Law pertaining to employment and employment practices other payment obligations of Seller payable as a result of the Company prior to the Closing to the extent they relate to employees consummation of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under transactions contemplated by this Agreement or and the documents delivered in connection herewith; (xj) all Liabilities related to the WARN Act, to the extent applicable, with respect to Employees, and for any Liability action resulting from Employees’ separation of employment prior to or on the Closing Date; (k) all Liabilities of Seller to its equity holders respecting dividends, distributions in liquidation, redemptions of interests, option payments or otherwise, and any liability of Seller pursuant to any Affiliate Agreement; (l) all Liabilities arising out of or relating to any business or property formerly owned or operated by Seller, any Affiliate or predecessor thereof, but not presently owned and operated by the Seller; (m) all Liabilities relating to claims, actions, suits, arbitrations, litigation matters, proceedings or investigations (in each case whether involving private parties, Authorities, or otherwise) involving, against, or affecting any Purchased Asset, the Business, Seller, or any assets or properties of Seller, whether commenced, filed, initiated, or threatened before or after the Closing and whether relating to facts, events, or circumstances arising or occurring before or after the Closing; (n) all obligations of the Seller arising and to be performed prior to the Closing Date arising from or related to the Business or the Purchased Assets; (o) all Environmental Liabilities and Obligations to the full extent allowed by applicable law; (p) all Liabilities of Seller or its predecessors arising out of any contract, agreement, Permit, franchise or claim that is not transferred to Purchaser as part of the Purchased Assets or, is not transferred to Purchaser because of any failure to obtain any third-party or governmental consent required for such transfer; (q) all Liabilities set forth on Schedule 1.4(q); (r) with respect to all periods prior to the Closing Date, Seller shall remain liable and responsible for compliance with, as well as any liability which may arise or exist under the Workers Adjustment and Retraining Notification Act, P.L. 100-379, with respect to the termination of any employee of any Seller Party; andprior to the Closing Date; (xis) any obligation of All mechanic’s lien claims, including, without limitation the Company to indemnify any Person mechanic’s lien claim asserted by reason of the fact that such Person was a directorXxXxxx Mechanical, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entity.Inc.

Excluded Liabilities. Notwithstanding anything Except with respect to the contrary Assumed Liabilities specified in this AgreementSection 2.3 hereof, and regardless of whether any of the following may be disclosed to Purchaser pursuant to Section 2.1 hereof or otherwise, or whether Purchaser may have knowledge of the same, Purchaser shall not be responsible for assume, and shall have no liability or responsibility for, any Liabilities debts, liabilities, obligations, claims, expenses, Taxes, contracts, accounts payable or commitments of any Seller of any kind, character or description, whether accrued, absolute, contingent or otherwise, arising out of any act or omission occurring or state of facts existing prior to, on or after the Company or any Affiliate of Closing Date (the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “"Excluded Liabilities”"). In furtherance of, and not in limitation ofincluding, the foregoingwithout limitation, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any liability of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, Seller relating to or arising from (i) the breach by any factSeller of its obligations under the Assigned Contracts, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior (ii) any infringement by any Seller of the rights of others with respect to the ClosingPurchased Business or the Purchased Assets, (iii) any liability of any Seller for Taxes, including specifically, without limitation, any social security taxes or otherwise attributable other Taxes 16 relating to such Seller's current or former employees, any employment or withholding Taxes upon employees collected by such Seller, any income, capital gains, sales, conveyance, transfer, franchise or capital Taxes that may be due in connection with the pre-Closing operation consummation of the Business; transactions contemplated hereby; (iv) any accrued and unpaid payroll, severance, bonus, holiday and/or vacation obligations to employees of any Seller existing at the Closing Date; and (v) any Liability liability or obligation of any Seller for current or long-term indebtedness or payables or amounts owing to any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, Seller's officers, directors, brokers, bankers, independent contractors or agents of the Company shareholders or any Affiliate of the Company with respect to the service, engagement its or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses their affiliates or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityother third party.

Excluded Liabilities. Notwithstanding anything to the contrary in any other provision of this Agreement, Purchaser except for the Assumed Liabilities expressly referred to in Section 1.4, Truck City shall not assume, or otherwise be responsible for any for, the Company's liabilities or obligations, whether actual or contingent, matured or unmatured, liquidated or unliquidated, known or unknown, or related or unrelated to the Business or the Assets, whether arising out of occurrences prior to, at or after the date hereof (collectively, the "Excluded Liabilities"), which Excluded Liabilities include, without limitation: (a) All liabilities and obligations of the Company arising out of or related to any Affiliate of the Excluded Assets; (b) All liabilities and obligations of the Company that are not Assumed Liabilities specifically set forth in respect of any costs arising out of or related to the sale and transfer of the Assets, including without limitation, all broker's or finder's fees and expenses and all fees and expenses of any attorneys and accountants of the Company; (c) All liabilities and obligations of the Company in respect of any Tax (as defined in Section 1.1(c3.10) attributable to any period ending on or before the Closing Date; (such excluded Liabilitiesd) All liabilities and obligations to or in respect of any employees or former employees, collectivelyagents or independent contractors of, or other persons providing services to, the “Excluded Liabilities”). In furtherance ofCompany, and not in limitation ofincluding, the foregoingwithout limitation, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability employment, incentive or severance agreement, whether or not written, between the Company and any person, (ii) all liabilities under any Employee Benefit Plan (as defined in Section 3.17(a)) at any time maintained, contributed to or required to be contributed to by or with respect to Indebtedness of the Company or any third party under which the Company may incur liability, or any agreement contributions, benefits or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closingtherefor, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the serviceCompany's withdrawal or partial withdrawal from or termination of any Employee Benefit Plan and (iii) all claims of an unfair labor practice, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability claim under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, state unemployment insurance, harassment and discrimination; (ix) compensation or worker's compensation law or regulation or under any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entity.federal or

Excluded Liabilities. Notwithstanding anything to Purchaser and the contrary in this Agreement, Purchaser Designated Purchaser(s) (if any) shall not assume and shall not be deemed to have assumed, nor shall be obligated to pay, perform or otherwise discharge or in any other manner be liable or responsible for any Liabilities of, or Action against, Sellers or relating to the Acquired Assets, of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise, liquidated or unliquidated, due or to become due, known or unknown, currently existing or hereafter arising, matured or unmatured, direct or indirect, and however arising, whether existing prior to or on the Company Closing Date or arising thereafter as a result of any Affiliate of act, omission, or circumstances taking place prior to the Company that are not Closing, other than the Assumed Liabilities, and Sellers shall be solely and exclusively liable for any and all such Liabilities, including those Liabilities specifically set forth in Section 1.1(c) below (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance ): (a) except to the extent of any Liabilities expressly assumed pursuant to Section 1.3, all Liabilities arising out of, and not relating to or otherwise in limitation respect of the Acquired Assets or the operation of the business of Sellers arising on or prior to the Closing; (b) all Liabilities to the extent relating to or otherwise arising, whether before, on or after the Closing, out of, the foregoingor in connection with, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities):Assets; (ic) except to the extent of any Liability Liabilities expressly assumed pursuant to Sections 1.3(d)(v), 1.3(g), and 1.3(i) and without prejudice to Section 6.3, any and all Liabilities in respect of the Excluded Contracts and any other Contracts to which any Seller is party or is otherwise bound that are not Assigned Contracts; (d) except to the extent of any Liabilities expressly assumed pursuant to Sections 1.3(d) or 1.3(h), any and all Liabilities of Sellers for Indebtedness; (e) all Liabilities arising from or related to any Action (whether civil, criminal, administrative, investigative, or informal) against the Company or any of its Subsidiaries (including, for the avoidance of doubt, any Action related to fraud, breach of fiduciary duty, misfeasance or under any other theory relating to conduct, performance or with respect to Indebtedness non-performance of the Company or any third party of its Subsidiaries, or any agreement of their respective directors, officers, or instrument relating thereto employees), or related to the Acquired Assets or the Assumed Liabilities, pending or threatened or having any other status or with respect to facts, actions, omissions, circumstances or conditions existing, occurring or accruing prior to the Closing Date (including any guaranty thereof breach, default, failure to perform, torts related to performance, violations of Law, infringements or indemnities, guaranties and overcharges, underpayments or penalties, whether in respect of any Contract, agreement, arrangement, promise or understanding of any kind), including any successor liability claims or that may be owed to or assessed by, any Governmental Body or other contingent obligation Person, and whether commenced, filed, initiated, or threatened prior to, on or following the Closing; (f) except to the extent of any Liabilities expressly assumed pursuant to Section 1.3(g) and without prejudice to Sections 10.2, 6.3 or 1.3(b), all costs and expenses incurred or to be incurred by Sellers in connection with respect theretothe drafting, preparation, negotiation, diligence, execution, and performance of this Agreement and the consummation of the transactions contemplated hereby; (g) except to the extent of any Liabilities expressly assumed pursuant to Sections 1.3(d), 1.3(f), or 1.3(g) and without prejudice to Section 6.3, all Liabilities related to any current or former employee of the Company or of any Subsidiary of the Company (other than all Liabilities related to the Transferred Employees arising on or after the date such applicable Employee becomes a Transferred Employee, including under the WARN Act); (iih) all Liabilities for any Liability Taxes (including Taxes payable by reason of contract, assumption, transferee or successor Liability, operation of Law, pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision of any state or local law) or otherwise: (i) arising or relating to any Excluded Asset; Pre-Closing Tax Period (including any Straddle Period Taxes), (ii) owed by any of Sellers (whether or not relating to a Pre-Closing Tax Period), including pursuant to any Tax sharing, Tax indemnity or similar agreement or arrangement to which any Seller (or any Affiliate thereof) is obligated under or a party to, (iii) any Liability arising in connection with the consummation of the transactions contemplated by this Agreement, and (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)iv) imposed by Taxes arising from or in connection with an Excluded Asset), in each case, other than to the extent such Tax is an Assumed Tax; (i) except to the extent of any Law Liabilities expressly assumed pursuant to Sections 1.3(d) or 1.3(f) and without prejudice to Section 6.3, all Liabilities arising out of, relating to, or with respect to any and all Employees and contractors of the Company or any of its Subsidiaries arising at any time on or prior to the Closing; (j) except to the extent of any Liabilities expressly assumed pursuant to Section 1.3(f) and without prejudice to Sections 1.5 or 6.3, all Liabilities of Sellers arising out of any Contract, agreement, Permit, and incurred franchise or claim that is not transferred to Purchaser as part of the Acquired Assets or, is not transferred to Purchaser because of any failure to obtain any Consent or Governmental Authorization required for such transfer; (k) subject to Section 1.3(j), all Liabilities of Sellers arising under or pursuant to Environmental Laws, including with respect to any real property owned, operated, leased or otherwise used by Sellers, whether or not used in connection the Ordinary Course, including any Liabilities for noncompliance with (A) conditions existingEnvironmental Laws or the Release of Hazardous Substances, events to the extent arising as a result of any act, omission, or acts occurring or omissions of acts occurring circumstances taking place on or prior to the Closing, whether known or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with unknown as of the BusinessClosing; (ivl) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) drafts or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation checks outstanding as of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing except to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any expressly stated as an Assumed Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller PartySection 1.3(d)); and (xim) all Liabilities set forth on Schedule 1.4(m). Purchaser hereby acknowledges and agrees that no Liability of any obligation Non-Debtor Subsidiary shall be an Excluded Liability and that all Liabilities of any Non-Debtor Subsidiary as of the Company Closing shall continue to indemnify be the Liabilities of such Non-Debtor Subsidiary following the Closing; provided, and notwithstanding the foregoing provisions of this sentence to the contrary, Sellers hereby acknowledge and agree that any Person by reason Liability of an Excluded Subsidiary (other than Sellers) shall, at and following the fact that such Person was a directorClosing, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entitynot be an Assumed Liability.

Excluded Liabilities. Notwithstanding anything Except for the Assumed Liabilities referred to the contrary in this AgreementSection 2.04, Purchaser shall not assume, or be responsible for obligated or liable for, any Liabilities of the Company Sellers, or any Affiliate of their Affiliates or their respective predecessors, assignors, or transferors, including any Liabilities relating to any fact, circumstance, occurrence, condition, act, event or omission occurring, or the Company that are not Assumed underlying cause of which occurred, prior to the Closing (the "Excluded Liabilities"), whether in connection with the Acquisition, the transactions contemplated hereby, or otherwise. Excluded Liabilities include the following Liabilities: (i) except as specifically set forth in Section 1.1(c) 2.04, any Liability relating to or arising out of any business of Sellers or their Subsidiaries (such excluded Liabilities, collectively, including relating to the “Excluded Liabilities”Acquired Assets). In furtherance of, and not in limitation ofbased upon, the foregoingarising out of or resulting from any fact, and notwithstanding anything circumstance, occurrence, condition, act, event or omission existing on or occurring on or prior to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto)Closing; (ii) any Liability relating that relates to, or that arises out of, any Excluded Asset (including assets that become Excluded Assets pursuant to Section 2.07), or that arises out of the distribution to, or ownership by, any of the Sellers or their Subsidiaries of the Excluded Assets or associated with the realization of the benefits of any Excluded Asset; (iii) except as expressly provided in Section 7.13, any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by for Taxes, whether or in connection with any Law not accrued, assessed or Permitcurrently due and payable, and incurred in connection with (A) conditions existingof any of Sellers or their Affiliates, events or acts occurring (B) of any other party for which a Seller or omissions their Affiliates may be liable, or to which any Acquired Asset may be subject, whether under a tax sharing or other agreement, or (C) relating to the operation or ownership of acts occurring any of the Acquired Assets, for any Tax period (or portion thereof) ending on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the BusinessClosing Date; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to any present or former employee, director consultant or independent contractor of any Seller or any Affiliate of any Seller, including under any compensation, retirement or other employee benefit plan or arrangement or otherwise relating to employment and whether incurred before or after the Closing Date and whether resulting from a contractual obligation or arising from any fact, transaction, status, event, circumstance, occurrence under ERISA or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the BusinessCode; (v) any Liability for of any Taxes (A) of the Company Seller to any other Seller or to any Affiliate of the Company for such Person (including any period or (B) attributable to the conduct Affiliates of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessedNucentrix that are not Sellers); (vi) any Liability that was required to be disclosed as a liability under GAAP resulting from any default, breach, forfeiture, fine, nonperformance, misfeasance, malfeasance, violation of Law, or nonfeasance by or on the Balance Sheet, and was not shown as a liability on the Balance Sheet;behalf of any Seller or its Affiliates; and (vii) any Liability for deferred compensationresulting from any Proceeding, accrued bonusespending or threatened, transaction arising from or other bonuses, relating to Sellers or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Companytheir Affiliates, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityProceedings set forth on Schedule 5.14.

Excluded Liabilities. Notwithstanding anything in Section 2.1(c) above and notwithstanding anything to the contrary contained in this Agreement, the Purchaser shall not be responsible for assume any Liabilities liabilities or obligations of the Company Sellers (whether or any Affiliate not relating to the Business or the Purchased Assets, and whether known or unknown, absolute, accrued, contingent or otherwise, or whether due or to become due, arising out of events or transactions or facts occurring on, prior to, or after the Company that are not Closing Date), other than Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and which Excluded Liabilities include, but are not in limitation oflimited to, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities):following: (i) all liabilities and obligations, whether absolute, accrued, contingent or otherwise, for Taxes, including, without limitation, any Liability under such liability or obligation for any Taxes (a) relating to the Sellers, any Selling Party or, for any taxable period (or any portion thereof) ending on or prior to the Closing Date with respect to Indebtedness any aspect of the Company Business or any third party the operations of the Sellers, or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto)b) resulting from the purchase transaction contemplated by this Agreement; (ii) all liabilities and obligations of any Liability relating kind existing as of the Closing Date of a nature characterized (under GAAP or otherwise) as an inter-company liability or otherwise owed or owing by the Business to the Sellers, any Excluded AssetSelling Party or Affiliate of the Sellers except, for the avoidance of doubt, for the Assumed Indebtedness; (iii) any Liability all liabilities related to or arising directly out of the Retained Assets; (iv) all liabilities and obligations relating to current or former employees, directors, agents, consultants or other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed independent contractors of the Sellers or ERISA Affiliate, whether or not such Persons are Transferred Employees or are otherwise employed by or in connection with any Law perform other services for the Purchaser or Permitits Affiliates after the Closing, and relating to services performed, benefits accrued or claims accrued or incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, including without limitation all Severance Expense, if any, accrued or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring incurred on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the BusinessDate; (v) all liabilities and obligations relating to or arising under each Benefit Arrangement at any Liability time before the Closing Date, including, but not limited to, any liability or obligation (i) under or for any Taxes employment agreement, offer letter or similar arrangement, compensation, bonus, commission or fee sharing arrangement, equity option, incentive, deferred compensation, accrued payroll, accrued vacation pay, sick leave, severance, worker’s compensation, unemployment compensation, employee welfare or retirement benefits, and (Aii) for the provision of healthcare continuation coverage under COBRA or any other Law to current or former employees of the Company Sellers or any ERISA Affiliate of the Company for any period (or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessedbeneficiary thereof); (vi) all damages, losses, liabilities, actions, claims, costs and expenses (including, without limitation, closure costs, fines, penalties, expenses of investigation and remediation and reasonable attorneys’ fees) directly or indirectly based upon, arising out of and resulting from any Liability that was required act, omission, event, condition or circumstance occurring, in connection with any aspect of the Business or the Purchased Assets, as of or prior to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on consummation of the Balance SheetClosing relating to any claim by any third party; (vii) all liabilities and obligations arising out of any Liability for deferred compensationLegal Proceeding, accrued bonusesinquiry, transaction claim, Order or other bonusesinvestigation by or before any Governmental Authority arising out of events, transactions, circumstances, acts or severance obligations related to employeesomissions which occurred, officers, directors, brokers, bankers, independent contractors existed or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons commenced prior to or on the Closing (including such obligations that may arise in connection with the transactions contemplated hereby)Date; (viii) any Liability under any Law pertaining to employment and employment practices all liabilities or obligations of the Company prior to Sellers arising out of any Contract with the Closing Sellers other than an Assumed Contract and, in such case, only to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discriminationset forth in Section 2.1(c); (ix) all liabilities or obligations under any Seller Transaction Expenses Assumed Contract to the extent such liabilities or obligations (A) were required to be performed by the Sellers before the Closing Date or (B) arise from or relate to any Liability breach on or prior to the Closing Date by the Sellers of any Seller Party incurred under this Agreement or in connection herewithprovision of any of such Assumed Contract; (x) any Liability all liabilities or obligations of the Sellers arising out of or relating to any Affiliate the execution, delivery or performance of any Seller Partyof the Transaction Documents; (xi) all liabilities that the Sellers or any Selling Party may have with respect to Outstanding Indebtedness or Transaction Expenses; and (xixii) any obligation of all liabilities or obligations relating to the Company to indemnify any Person by reason of the fact that such Person was a directorinfringement, officer, manager, employee, violation or agent of the Company an unauthorized use or was serving at the request misappropriation of any such entity as a partnerIntellectual Property of any third Person occurring, trustee, director, officer, manager, employee, existing or agent of another entitycommencing on or prior to the Closing Date.

Excluded Liabilities. Notwithstanding anything to the contrary contained in Section 3.1 above or elsewhere in this Agreement, Purchaser Seller will retain the following liabilities and obligations, and such liabilities and obligations shall not be responsible for any Liabilities of assumed by Purchaser and shall be excluded from the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of. (a) any liability or obligation of Seller of any nature whatsoever, and whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, not in limitation of, the foregoing, and notwithstanding anything related to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto)Business; (iib) any Liability liability or obligation of Seller of any nature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, to the extent relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or arising from or in connection with any Law Excluded Assets; (c) any liability or Permit, and incurred in connection with (A) conditions existing, events obligation under any Transferred Contract arising out of or acts occurring or omissions of acts occurring on or relating to any breaches thereof that occurred prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (ivd) any Liability liability or obligation under any Excluded Contract; (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)e) or Legal Proceeding caused byany environmental, relating to or arising from health and safety liability of any fact, transaction, status, event, circumstance, occurrence or situationnature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, existing, arising out of or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable relating to the conduct of the Business or ownership of the Purchased Assets on or before prior to the Closing, regardless of when assessed; (vif) any Liability that was required liability or obligation arising out of or relating to be disclosed any Proceeding commenced, brought, conducted or heard by or before, or otherwise involving, any court, arbitrator or government agency pending as a liability under GAAP on of the Balance Sheet, and was not shown as a liability on the Balance SheetClosing; (viig) any Liability for deferred compensationliability arising out of or resulting from Seller’s non-compliance with any applicable Law; (h) any liability or obligation of Seller to its employees of any nature whatsoever, accrued bonuseswhether accrued, transaction absolute, contingent or other bonusesotherwise, asserted or unasserted, known or unknown; (i) any liability or obligation of Seller of any nature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, to the extent existing at the time of, or severance obligations related arising out of or relating to employeesacts, officers, directors, brokers, bankers, independent contractors events or agents of the Company or any Affiliate of the Company with respect omissions to the service, engagement or employment, as applicable, of such Persons act that occurred prior to the Closing (including such obligations that may arise or in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices conduct of the Company Business prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller PartyClosing; and (xij) any other liability or obligation of Seller that is not included in the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityAssumed Liabilities.

Excluded Liabilities. (a) Notwithstanding anything to the contrary in any other provision of this Agreement, Purchaser the Buyer Parties shall not assume, or otherwise be responsible for for, any Liabilities of the Company or any Affiliate of Seller Parties other than the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectivelywhether liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the date hereof (“Excluded Liabilities”). In furtherance of, and not in limitation ofwhich Excluded Liabilities include, without limitation, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities):following: (i) any Liability under whatsoever to or with in respect to Indebtedness of any employees or former employees of Seller including without limitation (A) any employment agreement, whether or not written, between Seller and any Person or the termination by Seller of the Company employment of any Person, (B) any claim of an unfair labor practice, or any third party 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 or is based on acts or omissions which occurred prior to the Closing and (C) any wages, vacation pay, other paid time off, severance pay, overtime, bonuses, other incentive compensation, commissions, expense reimbursement, or any agreement compensation that was earned, accrued, or instrument relating thereto (including relates to any guaranty thereof period prior to the Closing, or other contingent obligation with respect thereto)that becomes payable as a result of the Closing; (ii) any Liability under or relating to any Excluded AssetEmployee Plan at any time maintained, contributed to or required to be contributed to by Seller or any ERISA Affiliate, or under which Seller or any ERISA Affiliate has or may incur Liability, or any contributions, benefits or Liabilities therefor, or any Liability with respect to Seller’s or any ERISA Affiliate’s withdrawal or partial withdrawal from or termination of any Employee Plan; (iii) any Liability of any Seller Party in respect of any Tax (other than liabilities assumed by Purchaser as provided in accordance with Section 1.1(c2.7 below)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence injury to or situationdeath of any person or damage to or destruction of any property, whether known based on negligence, breach of warranty, strict liability, enterprise liability or unknownany other legal or equitable theory arising from defects in products designed, existingmanufactured, arising assembled, sold, distributed, delivered, installed or occurring repaired, or from services performed, by or on behalf of Seller or any other Person prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for of any Taxes Seller Party arising out of or related to any Action against any Seller Party (Aincluding, without limitation, the Dermafreeze Lawsuit) of the Company or any Affiliate of Action which adversely affects the Company for any period or (B) attributable Assets and which shall have been asserted prior to the conduct Closing or to the extent the basis of the Business or ownership of the Purchased Assets on or before which shall have arisen prior to the Closing, regardless of when assessed; (vi) any Liability that was required of any Seller Party resulting from entering into, performing its or his obligations pursuant to be disclosed as a liability under GAAP on or consummating the Balance Sheettransactions contemplated by, and was not shown as a liability on the Balance Sheetthis Agreement (including without limitation any Liability of any Seller Party pursuant to Article X hereof); (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of arising from the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons Business and its operation prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby)Closing; (viii) any Liability under for any Law pertaining to employment and employment practices of the Company occurrence or circumstance (whether known or unknown) which occurs or exists prior to the Closing to and which constitutes, or which by the extent they relate to employees lapse of time or delivery of notice (or both) would constitute, a breach or default under any Contract, Lease or Permit or a violation of the Company, including all Laws relating to wage and hours, overtime compensation, leaves requirements of absence, unemployment insurance, harassment and discriminationany governmental authority or agency or of the rights of any Person; (ix) any Seller Transaction Expenses environmental Liabilities arising from events or any Liability of any Seller Party incurred under this Agreement or in connection herewithoccurrences which occurred prior to the Closing; (x) any Liability all Liabilities for Customer Deductions except to any Affiliate of any Seller Partythe extent described in Section 2.2(d); and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request Liability of any such entity Seller Party to another Seller Party or any of their respective Affiliates. (b) Except as a partnerexpressly set forth in Section 2.2 above, trusteethe Parties agree that Buyer shall not be the successor to Seller. The Seller Parties shall retain, directorpay, officer, manager, employee, or agent of another entityperform and discharge the Excluded Liabilities.

Excluded Liabilities. Notwithstanding anything Except for the Assumed Liabilities to be assumed by Buyer pursuant to an Assignment and Assumption Agreement, in the form attached as Exhibit A, which are specifically being assumed by Buyer hereby, Buyer shall not assume, or otherwise be responsible for, any of Seller’s Liabilities, whether actual or contingent, matured or unmatured, liquidated or unliquidated, known or unknown, or related or unrelated to the contrary in this AgreementLeague or the Assets, Purchaser shall not be responsible for any Liabilities whether arising out of occurrences prior to or at or after the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) Closing Date (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance ofWithout limiting the generality of the foregoing, the Excluded Liabilities shall expressly include: (a) All Liabilities arising out of or related to any of the Excluded Assets; (b) All Liabilities in respect of any costs arising out of or related to the sale and not transfer of the Assets, including all broker’s or finder’s fees and expenses of Seller and all fees and expenses of any attorneys and accountants of Seller; (c) All Liabilities in limitation respect of any Tax relating to Seller, the League or the Assets attributable to any period or portion thereof ending on or before the Closing Date, including conveyance Taxes imposed on, or accruing as a result of, the foregoingtransactions contemplated by this Agreement; (d) All Liabilities to or in respect of any employees or former employees, agents or independent contractors of, or other persons providing services to, Seller or the League, including (i) the employment of any such employee or former employee, agent or independent contractor, or other person, (ii) any employment, incentive or severance agreement, whether or not written, between Seller or any person, (iii) all Liabilities under any employee benefit 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 Seller’s withdrawal or partial withdrawal from or termination of any employee benefit plan, (iv) all accrued vacation pay to any Employee of Seller, and notwithstanding anything (v) all claims of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation law or regulation; (e) All Liabilities and claims (including fines, penalties, punitive damages, legal fees and expenses and all other damages and losses), irrespective of the actual or alleged basis therefor, that are based in whole or in part on events or conditions occurring or existing prior to the contrary Closing Date in this Agreementconnection with, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): arising out of, resulting from or relating to, directly or indirectly (i) any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Environmental Law or PermitOccupational Health and Safety Law, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring whether existing on or prior to the Closingdate hereof or subsequently amended, enacted or promulgated, (ii) employee health and safety or (Biii) compliance with any real propertyapplicable laws, business entities or assetsregulations, whether domestic or foreignrules ordinances, formerly ownedbylaws, leasedorders and determinations of any Governmental Body, occupied or operated by or in connection with relating to any of the Businessforegoing; (ivf) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) All Liabilities arising from or Legal Proceeding caused by, relating to any injury to or arising from death of any fact, transaction, status, event, circumstance, occurrence Person or situationdamage to or destruction of any property, whether known based on negligence, breach of warranty, strict liability, enterprise liability or unknownany other legal or equitable theory arising, existingin whole or in part, arising from defects in products sold or occurring services performed by or on behalf of the League or any other Person on or prior to the ClosingClosing Date, or otherwise attributable to the pre-Closing operation arising from any other cause, irrespective of the Business; (v) any Liability for any Taxes (A) of the Company act or any Affiliate of the Company for any period alleged basis therefor, that is based in whole or (B) attributable to the conduct of the Business in part on events or ownership of the Purchased Assets conditions occurring or existing on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing Date, including any liabilities arising (including such obligations that may arise in connection with on a date of occurrence basis or otherwise) relating to the transactions contemplated hereby)use or misuse of the Assets; (viiig) any Liability under any Law pertaining to employment and employment practices All accounts payable as of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller PartyEffective Time; and (xih) any obligation of the Company Any liability to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entitySeller’s customers.

Excluded Liabilities. Notwithstanding anything Except as specifically assumed pursuant to Section 1.3, the contrary in this Agreement, Purchaser shall Buyer will not assume or be responsible for any Liabilities obligation or liability of the Company Seller or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance ofStockholder, and not in limitation of, the foregoing, and notwithstanding anything Seller will continue to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, all its obligations and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situationliabilities, whether known or unknown, existingfixed or contingent, liquidated or unliquidated and secured or unsecured, whether arising prior to, at or subsequent to the Closing, whether or not related to the Business and whether or not disclosed to the Buyer (collectively, the "Excluded Liabilities"). Without limiting the generality of the foregoing, the Excluded Liabilities shall include any obligations or liabilities of the Seller: (a) Arising out of or relating to this Agreement or the transactions contemplated hereby, including without limitation the preparation, negotiation or execution of this Agreement and any attorneys', accountants' or other fees or expenses incurred in connection therewith, except for 50% of the expenses incurred in performing the appraisal performed by The Xxxxx Group (the "Appraisal"); (b) Constituting indebtedness, including without limitation obligations or liabilities on account of borrowed money, the deferred purchase price of any property, letters of credit or guarantees; (c) For federal, state, local or foreign taxes arising out of or relating to the operation of the Business by the Seller or any activity or event occurring on or condition or state of facts existing at or prior to the ClosingClosing Date or arising out of, resulting from or otherwise attributable incident to the pre-Closing operation consummation of the Businesstransactions contemplated by this Agreement; (vd) Arising out of or relating to any Liability for any Taxes (A) of actual or alleged breach or failure to perform by the Company Seller, or any Affiliate of other person or entity for which the Company for Seller may be liable, under any period contract, commitment, arrangement or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessedunderstanding; (vie) Resulting from any Liability that was required to violation by the Seller, or any other person or entity for which the Seller may be disclosed liable, of any legal duty or any applicable federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order or decree, including without limitation any Environmental Laws (as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheetdefined in Section 3.15(a)); (viif) Relating to any Liability for deferred compensationcondition, accrued bonusesevent, transaction action or other bonuses, situation occurring or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons existing prior to the Closing (including such obligations that for which liability under any Environmental Law may arise in connection with the transactions contemplated hereby)arise; (viiig) To any Liability under any Law pertaining to employment and employment practices present or former stockholder, option holder, officer or director of the Company Seller; (h) To any present or former employee of the Seller (or their dependents or beneficiaries), including without limitation, (i) liabilities and obligations relating to Employee Plans, (ii) vacation benefits accrued through the Closing Date for employees other than employees hired by Buyer or as provided in the last sentence of this Section 1.4 below, (iii) all medical and other benefit obligations to retirees from employment with the Seller, and their dependents and beneficiaries, (iv) medical and other benefit obligations to employees of the Seller and their dependents and beneficiaries that relate to events or activities occurring, or conditions or states of fact existing, at or prior to the Closing to the extent they relate Date, (v) severance benefits or payments payable to employees upon the termination of their employment with the CompanySeller under any severance or similar contract, including all Laws agreement, plan, program, policy arrangement or understanding maintained by the Seller, or to which the Seller is a party, except as provided in the last sentence of this Section 1.4, (vi) obligations for wages, bonuses, fringe benefits or worker's compensation, or (vii) other obligations under any federal, state, local or foreign law, statute, ordinance, rule or regulation, relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discriminationemployment; (ixi) Relating to any accounts payable, note payable or other payable to any affiliate of the Seller Transaction Expenses or the Stockholder or any Liability affiliate of any Seller Party incurred under this Agreement or in connection herewiththe Stockholder; (xj) any Liability Relating to any Affiliate of any Seller Party; andlitigation pending or threatened against the Seller; (xik) Resulting from any obligation product liability claims, warranty claims or other claims with respect to products sold or leased or services rendered by the Seller or any of its predecessors; (l) Relating to any activities or businesses of the Company Seller or any of its predecessors other than the Business; or (m) Relating to indemnify any Person by reason Excluded Asset. The Seller agrees to pay and discharge all Excluded Liabilities in accordance with the terms thereof. In the event that Buyer deviates from the headcount reduction set forth on Schedule 1.4, Buyer shall assume the liability with respect to any incremental severance costs in excess of $5,000, as calculated in accordance with the fact severance policy described on Schedule 3.19 and assuming in each department that such Person was a director, officer, manager, employee, or agent of those employees terminated shall be those resulting in the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityhighest severance cost.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, Purchaser Buyer shall not be responsible assume or have or incur any responsibility of any nature for any Liabilities of the Company Sellers or any Affiliate of their respective Affiliates (including any Liabilities arising out of or related to Products sold or act or omission occurring on or prior to the Company that are not Assumed Closing Date and all Liabilities specifically set forth in Section 1.1(c) related to the Excluded Assets relating to the period ending on or prior to the Closing Date (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance ofNotwithstanding Section 2.2.1, and not in limitation offor the avoidance of doubt, the foregoing, Excluded Liabilities shall include (and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilitieslimited to): (ia) any Liability under or with respect to Indebtedness all Liabilities for Taxes of the Company Sellers or any third party of their respective Affiliates, whether arising prior to, after the Closing Date; (b) all Liabilities for Taxes relating to the Purchased Assets or the Product Business arising from or attributable to any agreement taxable period ending on or instrument relating thereto before the Closing Date (including or the portion of any guaranty thereof or other contingent obligation with respect theretoStraddle Period beginning on the first day of such Straddle Period and ending on the day prior to the Closing Date); (iic) all Liabilities of Sellers and/or any Liability relating to any Excluded Assetof their Affiliates under the Ancillary Agreements; (iiid) all Liabilities of Seller and/or any Liability of their Affiliates in respect of any Litigation (other than liabilities assumed by Purchaser whether class, individual or otherwise in accordance with Section 1.1(c)) imposed by nature, in law or in connection with any Law equity) commenced or Permitasserted on or prior to the Closing, and incurred in connection with (A) conditions existing, events or based on acts occurring or omissions of acts Sellers and/or any of their Affiliates or their respective equityholders, officers, directors or managers occurring on or prior to the Closing, and arising out of or (B) to the extent relating to or otherwise in any real propertyway relating to the Purchased Assets or the Products, business entities including any Liability to any equityholder of Sellers or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Businessany Affiliates of Seller; (ive) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, all Liabilities of Sellers to their suppliers for materials and services relating to the Products that were delivered or provided to Sellers on or prior to Closing; (f) all Liabilities arising out of or relating to any product liability, breach of warranty or similar claim for injury to any Person or property that resulted from any fact, transaction, status, event, circumstance, occurrence the use or situation, whether known or unknown, existing, arising or occurring misuse of the Products sold on or prior to the Closing, Closing Date or otherwise attributable relates to the pre-Closing operation of the Business; Products sold (vincluding any Litigation relating to any such Liabilities) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise Date, which, in connection with the transactions contemplated hereby)case of any split lots of Products, shall be determined as set forth in the Transitional Services Agreement; (viiig) any Liability all Liabilities for Transfer Taxes, Apportioned Obligations or Indirect Taxes allocated to Sellers under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses Sections 4.9.2 or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party4.9.4; and (xih) any obligation all Liabilities arising out of or related to the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entitySeller Business.

Excluded Liabilities. Notwithstanding anything to the contrary in this AgreementExcept for those liabilities expressly assumed by Buyer, Purchaser Buyer shall not assume and shall not be responsible liable for, and Seller and its Affiliates shall retain and remain solely liable for any Liabilities and obligated to discharge, all of the Company or debts, contracts, agreements, commitments, obligations and other liabilities of any Affiliate nature whatsoever of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, Seller and not in limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situationits Affiliates, whether known or unknown, existingaccrued or not accrued, arising fixed or occurring contingent, including without limitation, the following: (a) Any product warranty claims (i) by a distributor or reseller relating to any Purchased Assets shipped by Seller or any of its Affiliates to such distributor or reseller on or prior to the Closing, Closing Date or otherwise attributable (ii) by an end-user relating to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company Purchased Assets shipped by Seller or any Affiliate of the Company for any period or (B) attributable its Affiliates to the conduct of the Business or ownership of the Purchased Assets such end-user on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing Date; (b) Any liability for breaches by Seller or any of its Affiliates on or prior to the Closing Date of any contract or any other instrument, agreement, contract or purchase order or any liability for payments or amounts due under any Transferred Agreement or any other instrument, agreement, contract or purchase order on or prior to the Closing Date; (c) Any liability or obligation for Taxes attributable to or imposed upon Seller or any of its Affiliates, or attributable to or imposed upon the Purchased Assets, for any period (or portion thereof) through the Closing Date, including, without limitation, any Taxes attributable to or arising from the transactions contemplated by this Agreement; (d) Any liability or obligation for or in respect of any loan, other indebtedness for money borrowed, or account payable of Seller or any of its Affiliates, including any such liabilities owed to Affiliates of Seller; (e) Any liability or obligation arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent relating to any action or omission on or prior to the Closing Date by or on behalf of Seller or any of its Affiliates, including, without limitation, any liability for infringement of intellectual property rights, breach of product warranty, injury or death caused by products, or violations of federal or state securities or other laws; (f) Any liability or obligation arising on or prior to the Closing Date out of any "employee benefit plan," as such term is defined by the Employee Retirement Income Security Act of 1974 ("ERISA") or other employee benefit plans; (g) Any liability or obligation for making payments of any kind (including such obligations that may arise as a result of the sale of Purchased Assets or as a result of the termination of employment by Seller of employees, or other claims arising out of the terms and conditions of employment with Seller, or for vacation or severance pay or otherwise) to employees of Seller or in respect of payroll taxes for employees of Seller; (h) Any liability of Seller incurred in connection with the making or performance of this Agreement and the transactions contemplated hereby); (viiii) any Liability under any Law pertaining to employment and employment practices Any liability of Seller arising out of the Company prior violation of or failure to the Closing comply with any environmental regulations applicable to the extent they relate to employees any aspect of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller PartyBusiness; and (xij) any obligation Any costs or expenses of Seller incurred in connection with shutting down, deinstalling and removing equipment not purchased by Buyer, and the Company to indemnify any Person costs associated with all contracts and agreements not assumed by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityBuyer.

Excluded Liabilities. Notwithstanding anything to the contrary in provisions of Section 2.3 or any other provision of this Agreement, Purchaser any Schedule or Exhibit hereto or any Ancillary Agreement to the contrary, and regardless of any disclosure to the Buyer, except for the Assumed Liabilities, the Buyer shall not assume or be responsible for obligated to pay, perform or otherwise discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities liabilities or obligations of the Company Seller and its Subsidiaries of any kind, character or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, and currently existing or hereinafter arising (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and not in limitation of, including the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities):following: (ia) any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto)all Seller Taxes; (iib) any Liability relating liability pursuant to any Excluded AssetEnvironmental Law arising from or related to any action, event, circumstance or condition occurring or existing on or prior the Closing Date; (iiic) any Liability (other than liabilities liability not expressly assumed by Purchaser the Buyer pursuant to Section 5.8 arising in accordance with Section 1.1(c)respect of or relating to Business Employees or any Employee Plan; (d) imposed by or any liability arising in connection with any Law or Permitrespect of the termination, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on upon or prior to the Closing, of the employment of any Business Employee or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated individual employed by or in connection with one of the BusinessSpecified Entities; (ive) any Liability Indebtedness; (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)f) or Legal Proceeding caused by, relating to or any liability arising from or related to any factbreach, transactionfailure to perform, statustorts related to the performance of, eventviolations of Law, circumstanceinfringements or indemnities under, occurrence guaranties pursuant to and overcharges or situationunderpayments under, whether known any Seller Contract prior to the Closing Date; (g) any liability arising from or unknown, existing, arising related to any compliance or occurring noncompliance on or prior to the ClosingClosing Date with any Law applicable to any Seller Entity, the Business or otherwise attributable to the pre-Closing operation of the BusinessPurchased Assets; (vh) any Liability for liability arising from or related to any Taxes (A) of Action against the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of Seller, the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed pending as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company Closing Date or based upon any Affiliate action, event, circumstance or condition arising as of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby)Date; (viiii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discriminationTransaction Expenses; (ixj) any payables of the Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or Entities not included in connection herewith; (x) any Liability to any Affiliate of any Seller PartyAssumed Liabilities; and (xik) any liability or obligation of relating to an Excluded Asset, whether arising prior to or after the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityClosing Date.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreementprovisions of Section 1 hereof, Purchaser the Seller shall not retain, and shall be responsible for paying, performing and discharging when due, and the Buyer shall not assume or have any Liabilities responsibility for, any liabilities of the Company Seller as of the date hereof or any Affiliate time thereafter, other than the Assumed Liabilities (the "Excluded Liabilities"), including, without limitation: (a) any and all items of governmental, judicial, or adversarial proceedings (public or private), litigation, hearings, arbitrations, disputes or investigations against or involving the Seller, its subsidiaries or affiliates, directly or indirectly; (b) any and all amounts claimed against the Seller or the Buyer by, or on behalf of, any former or current employee of the Company Seller, relating to, based upon or arising from or in connection with (i) service performed for the Seller prior to the date hereof, including, without limitation, any claim or claims relative to, based upon or arising from or in connection with the terms and conditions of employment or the termination of employment with the Seller, (ii) any contracts of employment or collective bargaining agreements between the Seller and an employee or any union or representative claiming to represent any employee of the Seller, (iii) any and all union or collective bargaining contracts, agreements, benefit plans, or understandings to which the Seller is a signatory or to which the Seller is claimed to be bound, or (iv) any and all liabilities that are not Assumed Liabilities specifically set forth in Section 1.1(c) (arise out of or relate to pension, profit sharing, health, welfare, disability, worker's compensation or other employer benefit plans maintained by the Seller or any union or other labor organization or any of its subsidiaries or affiliates, including without limitation any liability arising from the Seller's under-funding or termination of any such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance plans or reduction of, and not termination or failure to provide any other employment benefits of any kind or nature whatsoever in limitation ofconnection with the consummation of transactions contemplated by this Agreement or otherwise; (c) Taxes, including any Taxes arising as a result of the foregoingsale of Acquired Assets pursuant to the Asset Purchase Agreement, and notwithstanding anything to including any Taxes of the contrary in this AgreementSeller, Purchaser shall not be responsible for any of the following (each Shareholders or any of which shall also constitute Excluded Liabilities): (i) any Liability under their Affiliates or with respect to Indebtedness of Acquired Assets or the Company Business attributable to any period, or any third party or portion of any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permitperiod, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring ending on or prior to the Closingdate hereof, and including any Taxes for which the Seller or the Shareholders are liable under the Asset Purchase Agreement; (d) any and all claims arising out of, related to or based upon any products sold, developed, delivered or manufactured, or any services provided, by or on behalf of the Seller prior to the date hereof and any and all claims arising or accruing on or after the date hereof with respect to sales or manufacturing of products or provision of services that occurred prior to the date hereof; (Be) any real propertyand all claims, business entities liabilities and obligations, costs and expenses (including, without limitation, fees, disbursements and expenses of legal counsel, experts and engineers and the costs of investigation, feasibility study and remedial action) arising from or assetsunder any Environmental Law or Environmental Claims, without regard as to whether domestic the Buyer has conducted any environmental due diligence, and whether such Environmental Claims arise or foreignaccrue before, formerly owned, leased, occupied on or operated by or after the date hereof in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) acts, events or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closingomissions that occurred, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company conditions or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets circumstances that existed on or before the Closing, regardless of when assessed;date hereof; or (vif) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheetbank acceptances, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensationloans payable, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents indebtedness for borrowed money of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entitySeller.

Excluded Liabilities. Notwithstanding anything Specifically, and without in any way limiting the generality and exclusivity of Section 1.4, in no event does Buyer assume, agree to the contrary pay, discharge or perform or incur any liability or obligation under this Agreement or otherwise become responsible in this Agreement, Purchaser shall not be responsible for any Liabilities respect of the Company or any Affiliate following (together with all other liabilities and obligations of the Company Seller that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “"Excluded Liabilities”). In furtherance of, and not in limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities"): (i1) except for the Assumed Liabilities, any Liability under liability or with respect obligation whatsoever which accrued at any time on or prior to Indebtedness the date hereof, whether or not such liability or obligation arises prior or subsequent to the date hereof, including, without limitation, any accounts payable, accrued liability, bonus, commission (other than commissions attributable to account receivables collected after the date hereof), taxes (as defined in Section 3.12(e) hereof), insurance claim, including workers' compensation claims, (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of the Company deductible amounts), lawsuit or any third party or any agreement or instrument relating thereto claim (including any guaranty thereof product liability lawsuit or other contingent obligation with respect theretoclaim), whether or not of or owed to any affiliate (as described in Section 3.18) of Seller and whether asserted or unasserted; (ii2) any Liability liability or obligation of Seller relating to or arising from the breach of, default under or failure to comply with, at any Excluded Assettime on or prior to the date hereof, whether or not such liability or obligation arises prior or subsequent to the date hereof, any Assumed Contract or the failure in a timely manner to pay or perform any other liability or obligation which accrued at any time on or prior to the date hereof, whether or not such liability or obligation arises prior or subsequent to the date hereof; (iii3) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by liability or in connection with any Law obligation of Seller arising out of or Permit, and incurred in connection with (Ai) conditions existingthe operation and administration of any employee benefit plan, events policy or acts occurring program of any kind or omissions description whatsoever currently or previously maintained or sponsored by Seller or to which Seller was obligated (through collective bargaining or otherwise) to make contributions, including, without limitation, any plan or contract providing for deferred compensation or health or death benefits, any multiemployer plan or any plan subject to Title IV of acts occurring ERISA or (ii) any contract or agreement relating to any such employee benefit plan, policy or program; (4) any liability or obligation arising out of or with respect to any third party or governmental claim pending on the date hereof or thereafter initiated based on or arising out of the operation of Seller's business on or prior to the Closingdate hereof, whether or not such liability or obligation arises prior or subsequent to the date hereof; (B5) any real propertyaccrued vacation, business entities personal days and sick leave or assets, whether domestic other obligations incurred through the date hereof for both hourly and salaried employees; (6) any liability or foreign, formerly owned, leased, occupied obligation of Seller arising or operated by or incurred in connection with the Businessnegotiation, 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 Seller; (iv7) any Liability (other than liabilities assumed product liability or similar claim for injury to person or property, regardless of when made or asserted, related to any products sold, leased or distributed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or Seller prior to the Closing, or otherwise attributable to the pre-Closing operation of the Businessdate hereof; (v8) any product liability or similar claim for injury to person or property, regardless of when made or asserted, related to any products sold, leased or distributed by Buyer on or after the date hereof, to the extent such lawsuit or claim arises out of or is based on an alleged defect in a product for which Seller completed manufacture prior to the date hereof but only with respect to amounts in excess of any insurance proceeds actually recovered by Buyer relating thereto; (9) any Liability product liability or similar claim for injury to person or property, regardless of when made or asserted, which arises out of or is based upon any Taxes express or implied representation, warranty, agreement or guarantee made by Seller, or alleged to have been made by Seller, or which is imposed or asserted to be imposed by operation of law, in connection with any service performed or product manufactured, sold or leased by or on behalf of Seller or its Affiliates including without limitation any claim relating to any product delivered in connection with the performance of such service and any claim seeking recovery for consequential damages, lost revenue or income but only with respect to amounts in excess of any insurance proceeds actually recovered by Buyer relating thereto; and (A10) except for the Assumed Liabilities, any other claim, loss, liability, damage, cost or expense which arises out of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entitydate hereof.

Excluded Liabilities. Notwithstanding anything to Except for the contrary in this AgreementAssumed Liabilities, Purchaser shall not assume or be responsible for bound by any Liabilities obligations or liabilities of the Company Seller of any kind or any Affiliate of the Company that are nature, known, unknown, accrued, absolute, fixed, contingent, or otherwise, whether or not Assumed Liabilities specifically set forth in Section 1.1(c) existing or hereafter arising whatsoever (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and not in limitation ofincluding, without limitation, the foregoingfollowing: (a) liabilities for Taxes arising out of or resulting from the sale, conveyance, transfer, assignment and notwithstanding anything to delivery of the contrary Purchased Assets provided for in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto)including, without limitation, Transfer Taxes; (iib) all Taxes imposed on, collected by or withheld with respect to, or in any Liability way related to the Business or the Purchased Assets for any periods prior to and including the Closing Date; (c) all Taxes imposed on, collected by or withheld with respect to, or in any way related to Seller or the Members; (d) liabilities or obligations of Seller in respect of indebtedness for borrowed money or any other notes payable; (e) liabilities and obligations of Seller in connection with or relating to any Excluded Assetof Seller’s existing or former employees and Employee Programs, including, without limitation, any “stay bonus,” severance or other termination obligations; (iiif) liabilities and obligations of Seller to third parties arising out of any Liability (other than liabilities assumed breach by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring Seller on or prior to the ClosingClosing Date of any representation, warranty, or (B) covenant of Seller under any real property, business entities Assigned Contract or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Businessother agreement; (ivg) any Liability Liens on the Purchased Assets; (other than h) any liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or and obligations of Seller arising from the transactions contemplated by this Agreement; (i) all liabilities and obligations arising in respect of the Excluded Assets; (j) any fact, transaction, status, event, circumstance, occurrence liabilities related to Hazardous Substances or situation, whether known or unknown, existing, arising or occurring other materials existing on or prior to the ClosingClosing Date, including, without limitation, any and all liabilities related to the generation, transportation, placement, storage, treatment, use and/or disposal by Seller, or otherwise attributable to the pre-Closing operation any predecessors of the Business; (v) Seller, of any Liability for any Taxes (A) of the Company Hazardous Substances or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets other materials on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations Date at facilities and/or real property that may arise in connection with the transactions contemplated hereby); (viii) are or were at any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Companytime owned, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any leased or otherwise occupied by Seller Transaction Expenses or any Liability predecessor of Seller. “Hazardous Substances” shall mean any Seller Party incurred under this Agreement and all pollutants, contaminants, radioactive substances, toxic substances, hazardous materials, hazardous substances, hazardous wastes, petroleum or in connection herewithany fraction or by-product thereof, asbestos and polychlorinated biphenyls (“PCBs”) as such terms are defined pursuant to or within the Environmental, Health and Safety Laws; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entity.

Excluded Liabilities. Notwithstanding anything else to the contrary contained in this Agreement, Purchaser the parties expressly agree that ViaSource does not assume or otherwise become liable for, and the Company and/or the Shareholders shall not be responsible remain unconditionally liable for any Liabilities the following obligations and liabilities of the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) Shareholders (such excluded Liabilities, collectively, the “"Excluded Liabilities”). In furtherance of"): (a) any liability or obligation, absolute or contingent, known or unknown, not expressly set forth on Schedule 1.6; (b) any and not in limitation of, all professional fees and expenses incurred by the foregoing, and notwithstanding anything Company or the Shareholders related to the contrary in transactions contemplated by this Agreement, Purchaser shall not be responsible for ; (c) any Taxes or liabilities therefor imposed on the Company or any of the Shareholders with respect to taxable years or periods ending on, prior to or following (each of which shall also constitute Excluded Liabilities): (i) any Liability under the date hereof or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with the consummation of the transactions contemplated in this Agreement; (d) any Law liability, obligation, claim, cost, damage and expense with respect to employees of the Company (whether arising before, on or Permitafter the date hereof) relating to, and incurred arising out of, or in connection with their employment by the Company at any time on or before the date hereof, including, without limitation, all rights and benefits under any contract, document, policy or understanding with any such employee, all pension, death benefit, retirement, medical, retiree, insurance, vacation, workers' compensation and other liabilities and obligations with respect to such employee; (Ae) conditions existingall claims for severance, events other employee benefits or acts occurring other moneys or omissions damages (including, without limitation, claims under the Worker Adjustment and Retraining Notification Act of acts occurring 1988) from or on behalf of any of the employees of the Company who are employed by the Company at any time on or prior to the Closingdate hereof (or from any federal, state or local governmental agency or authority on behalf of such employees or relating to such claims) involving an alleged employment loss or termination, including, without limitation, those which are based upon or arise out of the execution and delivery of this Agreement or any of the transactions contemplated hereby (whether or not such employees are hired by ViaSource); (f) any and all expenses, costs, damages, liabilities, or obligations (Bincluding, without limitation, fees and expenses of counsel) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or incurred in connection with the Business; (iv) any Liability (breach of contract, breach of warranty, tort, violation of law, action, suit, or other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) legal or Legal Proceeding caused by, relating to administrative proceeding or governmental investigation arising from any fact, transaction, status, event, circumstance, occurrence as a result of events occurring or situation, whether known facts or unknown, existing, circumstances arising or occurring existing on or prior to the Closingdate hereof (whether or not in the ordinary course of business, and whether filed or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets made before, on or before after the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated herebydate hereof); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xig) any liability or obligation of resulting from the Company Company's failure to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, provide satisfactory services or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityproducts prior to Closing with respect to each obligation set forth on Schedule 3.22(b) hereto.

Excluded Liabilities. Notwithstanding anything Buyer shall have no responsibility for any agreements, liabilities or obligations of Seller of any nature whatsoever which are not specifically included in the Assumed Liabilities, whether similar or dissimilar to the contrary in this AgreementAssumed Liabilities, Purchaser shall not be responsible for any Liabilities of the Company whether now existing or hereafter arising, and whether known or unknown to Buyer, Seller or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) Stockholder (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and not in limitation ofincluding, the foregoingwithout limitation, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any all of the following (each of which shall also constitute Excluded Liabilities):following: (ia) any Liability under arising out of any event that occurred, products sold or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed services performed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring Seller on or prior to the ClosingClosing Date, or (B) any real property, business entities Seller’s ownership of its assets or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring operation of the Business on or prior to the ClosingClosing Date; (b) any Liability resulting from, arising out of, relating to, in the nature of, or otherwise attributable caused by any breach of an agreement or promise (including, without limitation, any Contract), breach of warranty, tort or infringement by Seller or any of its affiliates; (c) any Liability of the Seller or Stockholders or any of their affiliates for Taxes relating to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of , the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Acquired Assets or the occupancy of the Leased Real Estate on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise or the sale and transfer of the Acquired Assets to Buyer specifically including, but not limited to, any matter set forth in connection with Section 4.8 of the transactions contemplated hereby)Disclosure Schedule; (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xid) any obligation of the Company to defend or indemnify any Person person by reason of the fact that such Person person was a directormember, officer, manager, employee, or agent of the Company Seller, or any of its affiliates, or was serving at the request of Seller, or any such entity of its affiliates, as a partner, member, trustee, director, officer, manager, employee, or agent of another entity, and whether such obligation is pursuant to any statute, organizational document, by-law, agreement, or otherwise; (e) any obligation to pay deferred compensation to any current or former member, officer or employee of Seller, or any of its affiliates, for services prior to the Closing Date; (f) Liabilities related to or arising out of Seller’s Employee Benefits, any other Liabilities to employees or former employees of Seller or any of their respective affiliates, or any liabilities relating to noncompetition agreements in favor of the Seller, or any of its affiliates (whether or not the benefit thereof is continuing); (g) Liabilities arising out of any litigation or administrative or arbitration proceeding to which Seller, any Stockholder or any of their respective affiliates is a party or any claims by or against Seller, any Stockholder or any of their respective affiliates arising from facts or circumstances existing on or prior to the Closing Date specifically including, but not limited to, any matter set forth in Section 4.14 of the Disclosure Schedule; (h) Liabilities resulting from any violation by Seller, or any employee, member or agent of Seller, or any of their respective affiliates, or any predecessor for which Seller or any of their respective affiliates may be liable, of any Applicable Law, including, without limitation, those applicable to discrimination in employment, employment practices, wage and hour, retirement, labor relations, occupational safety, health, trade practices, environmental matters, competition, pricing, product warranties, product liability and product advertising; (i) Liabilities resulting from workers’ compensation claims or audits arising out of events occurring on or prior to the Closing Date; (j) Liabilities incurred by Seller or any Stockholder or any of their respective affiliates under or in connection with this Agreement or the transactions provided for herein, including without limitation all fees and expenses of legal counsel (except as otherwise provided in Section 11.2), accountants, experts, or any investment banker, business broker, finder, or other advisor retained by Seller, any Stockholder or any of their respective affiliates; (k) Liabilities of Seller, any Stockholder or any of their respective affiliates, relating to the occupancy or use of the Leased Real Estate prior to the Closing Date; (l) Liabilities arising under any promissory note or agreements governing or securing indebtedness for borrowed money or the deferred purchase price of any property, or under any lease which in accordance with GAAP would be classified as a capital lease; (m) any Liability of the Seller with respect to its phantom stock plan; (n) any Liability of the Seller owing to any Stockholder including, but not limited to, the obligations arising under (1) any existing employment agreement between the Seller and a Stockholder, or (2) that certain $630,000 Note from the Seller and Xxxxxxx X. Xxxxxxxx dated January 1, 2006 and payable to Xxxxxxx X. Xxxxxx; (o) any Liability of the Seller to Xxxxxx Properties, LLC including, but not limited to, those liabilities arising under that certain Lease Agreement between Seller and Xxxxxx Properties LLC dated January 1, 2010; (p) any Liability of the Seller to Illinois Tool Works Inc. (or its successor in interest) under that certain Asset Purchase Agreement between Seller and Illinois Tool Works, Inc. dated July 16, 2004 and/or any other agreements executed in connection therewith; and (q) any liability of Day Six Outdoors, LLC owing to Synovus. To the extent Buyer becomes liable to pay or perform any such Excluded Liability, Seller and the Stockholders jointly and severally agree to indemnify Buyer with respect thereto pursuant to the provisions of and subject to the limitations set forth in Article 9 of this Agreement.

Excluded Liabilities. Notwithstanding anything any provision in this Agreement to the contrary in this Agreementcontrary, Purchaser except for the Assumed Liabilities, Buyer shall not assume or be responsible for obligated to pay, perform or otherwise discharge any other Liabilities of Parent, Queensgate, Mullaghan, Beverage, or the Company ESOP. From and after the Closing, Parent, Queensgate, Mullaghan, Beverage, or the ESOP, as applicable, shall remain liable for and shall pay, perform and discharge when due all of such Party’s, or any Affiliate of the Company their Affiliates’, Liabilities that are not specifically included in the Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and including, but not in limitation oflimited to, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities):following: (i) any Liability all Liabilities of Parent, Queensgate, Mullaghan or Beverage under or with respect related to Indebtedness the Excluded Assets, including all Liabilities of the Company Parent, Queensgate, Mullaghan or any third party Beverage under or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto)related to Excluded Contracts; (ii) all Liabilities of Parent, Queensgate, Mullaghan or Beverage arising from the breach or default (or any Liability relating act or omission by Parent, Queensgate, Mullaghan or Beverage which, with or without notice or lapse of time or both, would constitute a breach or default) prior to the Closing of any Excluded Assetterm, covenant or provision of any Contract; (iii) all Liabilities of Parent, Queensgate, Mullaghan or Beverage related to the current portion of long-term debt, cash overdrafts and the fair value of derivatives; (iv) all Liabilities for Taxes with respect to the Business or Acquired Assets for all periods prior to the Effective Time; (v) all Liabilities of Parent, Queensgate, Mullaghan or Beverage now existing or which may hereafter exist by reason of any Liability (other than liabilities assumed violation or alleged violation of any Laws, including but not limited to any Laws with respect to the termination of employment or period of service of any employee or independent contractor employed or retained by Purchaser Parent, Queensgate, Mullaghan or Beverage, or any of their Affiliates, before or at the time of the Closing, or by an employee or independent contractor of Parent, Queensgate, Mullaghan or Beverage in accordance with Section 1.1(c)) imposed by which Parent, Queensgate, Mullaghan or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or Beverage is alleged to be responsible for the acts occurring or omissions of any such Person, relating to the ownership, use or operation of the Acquired Assets or the Business prior to the Closing; (vi) all Liabilities of Parent, Queensgate, Mullaghan or Beverage arising out of or relating to any Proceeding against Parent, Queensgate, Mullaghan or Beverage or any of their employees or agents to the extent resulting from any acts occurring or omissions which occurred prior to the Closing; (vii) to the extent not included in the calculation of Net Working Capital, all Liabilities arising out of or related to any Employee Plan, including, but not limited to, the establishment, maintenance, operation and termination of the ESOP, 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 kind for Parent’s, Queensgate’s, Mullaghan’s or Beverage’s employees or former employees or both, or for the Bondholders or any current or former participant or beneficiary in the ESOP; (viii) all Liabilities in respect of any litigation, or any Proceeding arising out of, relating to or otherwise in respect of (i) the operation of the Business to the extent such litigation or claim related to the operation of the Business on or prior to the Closing, or (Bii) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the CompanyExcluded Assets, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discriminationany Liabilities listed on Schedule 2.11; (ix) all Liabilities arising out of or relating to violations of any Seller Transaction Expenses Environmental Laws arising from the Owned Real Property or any Liability of any Seller Party incurred under this Agreement other real property owned or utilized in connection herewithwith the Business prior to the Closing or any condition thereon; (x) any Liability to any Affiliate taxing authority arising out of any Seller Party; andLaws applicable to bulk sales transactions; (xi) any obligation Liability arising out of or relating to Parent’s, Queensgate’s, Mullaghan’s or Beverage’s leasing, ownership or operation of the Company Owned Real Property; (xii) to indemnify the extent not included in the calculation of Net Working Capital, any Person by reason of the fact that such Person was a Liability to indemnify, reimburse or advance amounts to any officer, director, officer, manager, employee, employee or agent of Parent, Queensgate, Mullaghan or Beverage; (xiii) any Liability arising out of or relating to the Company products of Parent, Queensgate or was serving at Beverage to the request extent sold prior to the Effective Time; (xiv) any Liability of Parent, Queensgate, Mullaghan, Beverage or the ESOP to distribute to the Bondholders or any other Person or otherwise apply all or any part of the consideration received hereunder; (xv) any Liability arising out of fees or expenses owed to Chartwell Business Valuation, LLC (“Chartwell”); (xvi) all obligations of Parent, Queensgate, Mullaghan, Beverage or the ESOP for borrowed money, including, but not limited to, Indebtedness; and (xvii) all Liabilities arising out of or relating to the termination of employment or period of service of any such entity as a partneremployee or independent contractor employed or retained by Parent, trusteeQueensgate, director, officer, manager, employeeMullaghan or Beverage, or agent any of another entitytheir Affiliates participating in the Business, or arising out of or relating to Parent’s, Queensgate’s, Mullaghan’s or Beverage’s sale of the Business or any of the Acquired Assets to Buyer, on or prior to the Closing.

Excluded Liabilities. Notwithstanding anything to the contrary Except as specifically set forth in this AgreementSection 4.1, Purchaser Buyer shall not be responsible for or assume any Liabilities debts, liabilities or obligations of the Company or any Affiliate of its Subsidiaries, known, unknown, contingent or otherwise (herein called the "Excluded Liabilities"), whether or not relating to the Purchased Assets or the Business, and all such Excluded Liabilities shall remain the sole obligation of the Company or its Subsidiaries (but only if and to the extent that are not Assumed Liabilities specifically set forth any party to this Agreement or any of their respective Affiliates is or would otherwise be liable for or obligated in Section 1.1(c) (respect of such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and not in limitation ofincluding without limitation, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities):liabilities: (ia) any Liability under or with respect to Indebtedness liability of the Company or any third party Subsidiary relating to or arising out of the operation or conduct by the Company or any agreement of its Subsidiaries of any business, including the Business; (b) all interest expense and indebtedness for borrowed money or instrument relating thereto (including any guaranty guarantees thereof or agreements to be responsible therefor other contingent obligation with respect theretothan as specifically described in Schedule 4.1(a); (iic) all liabilities and obligations under any Liability relating to any Excluded AssetBenefit Arrangement or Employee Plan; (iiid) all liabilities and obligations for any and all Taxes, duties, assessments and FICA contributions relating to the Business; (e) any Liability (other than liabilities assumed by Purchaser in accordance liability with Section 1.1(c)) imposed by respect to the Purchased Assets arising from accidents, events, occurrences, misconduct, breach of fiduciary duty or in connection with any Law actions taken or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or omitted to be taken prior to the Closing, whether or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated not covered by insurance or in connection with effect either at the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, statustime of the accident, event, circumstance, occurrence or situation, whether known relevant conduct or unknown, existing, arising or occurring on or prior to at the Closingtime at which the claim with respect thereto is made, or otherwise attributable any product liability claims for injuries, property damage or other losses arising with respect to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of inventory or products produced by the Company or any Affiliate of the Company for its Subsidiaries; (f) any period or (B) attributable liability with respect to the conduct of the Business or ownership of the Purchased Assets on arising from tort, contract or before the Closing, regardless of when assessed; (vi) any Liability that was required otherwise to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors employees or agents of the Company or any Affiliate of its Affiliates, or persons asserting claims on their behalf, or in respect of their condition, injury or death, in any case arising from or related to a condition in existence or an occurrence, whether or not covered by workers' compensation or insurance in effect either at the time of the Company accident, occurrence or relevant conduct or at the time at which the claim with respect thereto is made, including any liability relating to: (i) any claim relating to employee compensation, benefits and similar matters, (ii) the termination of employment of any Employee with the Company or any of its Affiliates prior to, at or subsequent to the serviceClosing, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viiiiii) any Liability under claim for any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Companyinjury suffered, including all Laws relating to wage and hoursillness contracted, overtime compensationcondition developed, leaves of absenceor exposure received, unemployment insurance, harassment and discrimination; (ix) by any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, employee or agent of the Company or was serving at any of its Affiliates (including liability incurred after the request Closing for continuation of any such entity as a partnerpre-existing injury, trusteeillness, directorcondition or exposure) or (iv) any claim based on alleged discrimination, officer, manager, employeeharassment, or violation of any Law; (g) any liability for any Environmental Costs incurred prior to the Closing; (h) any liability for payment with respect to services performed or goods acquired relating to the Purchased Assets or the Business at or prior to Closing, or any liability arising out of a breach occurring prior to the Closing of any provision of a contract, and any misrepresentation or omission to make any statement at or prior to the Closing related to any contract; (i) any liabilities for any claim, or arising in any Proceeding, to the extent relating to periods prior to the Closing, whether or not asserted, pending or threatened at or prior to the Closing; (j) any liability for any failure by the Company or any of its Affiliates or employees to comply with, or any violation of any Law relating to the Purchased Assets or the Business; (k) any liability for any infringement by the Company or any of its Affiliates of the rights of any other Person relating to the use of the Intellectual Property; (l) any liability of the Company or any Affiliate to any broker, finder or agent of another entityfor any brokerage fees, finder's fees or commission with respect to the transactions contemplated by this Agreement; and (m) any liability for any Employee Benefit Plan Costs.

Excluded Liabilities. Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, except for the Assumed Liabilities, the Purchaser shall not assume or be responsible for obligated to pay, perform or otherwise discharge (and the Sellers and their Affiliates shall retain, pay, perform or otherwise discharge without recourse to the Purchaser) any Liabilities liabilities or obligations of the Company Sellers or their Affiliates of any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) kind, character or description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, and currently existing or hereinafter arising (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, including, but not limited to, the following: (a) any liabilities in respect of any Tax relating to the Assets or the Business that are incurred or are attributable to any taxable period, or any portion of any taxable period prior to the Closing Date, (b) any liability of Sellers or their Affiliates for legal, accounting or broker’s or other advisors’ fees incurred in connection with the negotiation of this Agreement or the consummation of the transactions contemplated hereby, (c) any liability owing by Sellers or their Affiliates to any of their respective current or former directors or officers, current or former shareholders or Affiliates of any such party, including any current or former directors, officers or shareholders of such shareholder or Affiliate or any other division or business unit of Sellers and not their Affiliates, (d) obligations in limitation ofrespect of Sellers’ or their Affiliates’ bank accounts, (e) any and all claims, liabilities and obligations relating to the Excluded Assets, (f) any liability in respect of notes, bonds, indebtedness for borrowed money, derivatives, off balance sheet financing arrangements, xxxxxx or swaps or guarantees in respect of any of the foregoing, and notwithstanding anything (g) any liability not expressly assumed by the Purchaser pursuant to Section 6.03 arising in respect of or relating to Transferred Employees, or any Plan or Employee Benefit Program, (h) any liability arising from or related to any breach, failure to perform, torts related to the contrary in this Agreementperformance of, Purchaser shall not be responsible for violations of Law, infringements or indemnities under, guaranties pursuant to and overcharges or underpayments under, any of Assumed Contract prior to the following (each of which shall also constitute Excluded Liabilities): Closing Date, (i) any Liability under liability arising from or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating related to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by compliance or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons noncompliance prior to the Closing Date with any Law applicable to any Seller, any Affiliate of any Seller, the Business or the Assets, and (including such obligations that may arise in connection with the transactions contemplated hereby); (viiij) any Liability under liability arising from or related to any Law pertaining to employment and employment practices claim, action, suit, inquiry, proceeding, audit or investigation by or before any Governmental Authority, or any other arbitration, mediation or similar proceeding against any Seller, any Affiliate of any Seller, the Business or the Assets pending as of the Company Closing Date or based upon any action, event, circumstance or condition arising prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityDate.

Excluded Liabilities. Notwithstanding anything to The Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the contrary in this Agreement, Purchaser shall not be responsible for assume or have any responsibility for, any and all Liabilities of the Company or any Affiliate of Seller (including, without limitation, the Company that are not Compromised Claims) other than the Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and not in limitation of, Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be assume, and the Seller shall remain responsible for, and shall indemnify the Purchaser with respect to, the following: (a) all obligations or Liabilities for any administrative expenses or fees or expenses of professional persons (including any attorney, consultant or financial advisor) employed or retained by the Seller in connection with the transaction contemplated by this Agreement; (b) subject to Section 2.3, all Liabilities or obligations (whether absolute, contingent, or otherwise) which accrue with respect to, arise out of, or relate to, the Purchased Assets on or prior to the Closing Date, including any Liability or obligation of the following Seller or any of its employees, directors, managers, officers, members, affiliates or agents arising out of, relating to, or caused by (each whether directly or indirectly), the Seller’s ownership, possession, operation, interest in, use or control of which shall also constitute Excluded Liabilities):the Purchased Assets; (c) any liability or obligation for (i) any Liability under or with respect to Indebtedness Taxes of the Company Seller or any third party of its Affiliates or (ii) Taxes attributable to the Purchased Assets or the Business, in each case, relating to any period or any agreement portion of any period ending on or instrument relating thereto prior to the Closing Date (including any guaranty thereof or other contingent obligation with respect theretofor this purpose, ad valorem taxes shall be prorated as of the Closing Date) (the Taxes under clauses (i) and (ii), collectively, the “Seller’s Taxes”); (iid) subject to Section 2.3, with respect to current or former employees, directors, managers, officers, members and consultants of the Seller and its Affiliates, all liabilities or obligations in respect of any Liability compensation, benefit plan, pension plan, unpaid vacation days, agreement, arrangement, program, policy or understanding relating to such individuals, their service to and tenure with the Seller and its Affiliates, and their benefits, including any Excluded Assetemployment, consulting, severance or other termination payments, Liability in respect of WARN, change in control or similar agreements, workers’ compensation Liabilities, any other employment-related claim (including for actual, constructive or deemed termination, employment discrimination or wrongful discharge) or any right of indemnification; (iiie) any Liability all Liabilities or obligations which arise, whether before, on or after the Closing Date, out of, or in connection with, the Excluded Assets; (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)f) imposed by all Liabilities or obligations arising out of or in connection with any Law Indebtedness of the Seller or Permitany of its Affiliates; (g) all Liabilities or obligations arising from any litigation, and incurred investigation or other proceeding pending or threatened in connection with (A) conditions existingrespect of the Seller or any of its officers, events directors, managers, representatives or acts occurring agents or, to the extent relating to any transaction or omissions of acts event occurring on or prior to the ClosingClosing Date, in respect of the Purchased Assets; (h) all Liabilities or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by obligations arising out of or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring Real Property on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to after the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller PartyDate; and (xii) any obligation of all Liabilities and obligations incurred by the Company to indemnify any Person by reason of Seller on or after the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityClosing Date.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any Liabilities of the any Company or any Affiliate of the any Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and not in limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability under or with respect to Indebtedness of the any Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; or (C) any violation of any Bulk Sales Law; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability under any surety bonds of the Business related to any facts or matters existing prior to the Closing; (vi) any Liability for any Taxes (A) of the any Company or any Affiliate of the any Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vivii) other than liabilities assumed by Purchaser in accordance with Section 1.1(c), any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (viiviii) any Liability that is not included on the Final Closing Statement; (ix) other than liabilities assumed by Purchaser in accordance with Section 1.1(c), any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the any Company or any Affiliate of the any Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viiix) any Liability under any Law pertaining to employment and employment practices of the Company Companies prior to the Closing to the extent they relate to employees of the any Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ixxi) any Seller Transaction Expenses of any Seller Party or any Affiliate thereof or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (xxii) any Liability to any Affiliate of any Seller Party; and (xixiii) any obligation of the any Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the such Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entity. For purposes of Section 1.1(d)(vi)(B), in the case of any taxable period that begins before and ends after the Closing Date (a “Straddle Period”), the amount of any ad valorem Tax for the portion of such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period through and including the Closing Date, and the denominator of which is the number of days in such Straddle Period.

Excluded Liabilities. Notwithstanding anything any provisions of this Agreement to the contrary in this Agreementcontrary, Purchaser Buyer shall not assume, or in any way be liable or responsible for for, any Liabilities of Sellers except for the Company Assumed Liabilities, whether direct or any Affiliate indirect, known or unknown, fixed or contingent or otherwise, liquidated, choate or inchoate, due or to become due (the "Excluded Liabilitiex"). Xn furtherance of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, foregoing and not in limitation ofthereof, except for the foregoingAssumed Liabilities, and notwithstanding anything in no event shall Buyer be liable for: (a) Any environmental Liabilities, claims or contingencies, including without limitation any indemnification obligations or other Liabilities, claims or contingencies of Sellers (including any Liabilities, claims or contingencies with respect to the contrary property owned by Sellers in this AgreementChicago, Purchaser shall not be responsible for Illinois) under any Environmental Law. (b) Any matters subject to litigation, arbitration, investigation or other proceedings (i) pending or threatened against any of the following (each Sellers, regardless of when any such proceeding was commenced or the manner in which shall also constitute Excluded any Liabilities): (i) , claims or contingencies pertaining to any Liability under such proceeding are currently, or with respect to Indebtedness of may be in the Company future, treated or any third party classified in the Bankruptcy Cases or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) instituted against any Liability relating of the Sellers after Closing to the extent based upon, or arising out of, any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by fact, condition, event or in connection with any Law circumstance which occurs or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring is otherwise existing on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business;Closing Date. (ivc) Any product liability or claims for injury to person or property against any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) of the Sellers, regardless of when made or Legal Proceeding caused byasserted, relating to any products that have been manufactured, marketed, licensed, distributed or arising from any fact, transaction, status, event, circumstance, occurrence sold in the operation of the Business or situation, whether known or unknown, existing, arising or occurring services performed by the Business on or prior to the ClosingClosing Date, or otherwise attributable which is imposed, or asserted to be imposed, against any of the pre-Closing Sellers by operation of law, in connection with any service performed or any products that have been manufactured, marketed, licensed, distributed or sold in the operation of the Business;Business on or prior to the Closing Date. (vd) Liabilities, claims and contingencies associated with any Liability and all notes, indentures and other similar debt instruments or evidence of indebtedness for borrowed money, guarantees, accruals and payables of Sellers to third parties or other intercompany payables. (e) Any Liability, claim or contingency under any Taxes employee benefit, compensation, or fringe benefit plan, program, Contract, or arrangement of the Sellers, including, but not limited to any "employee benefit plan" (Aas such term is defined in section 3(3) of the Company Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or would be so defined if the plan were subject to ERISA), severance pay plan, or change in control agreement. (f) Any employment related Liabilities, claims or contingencies, including without limitation, claims resulting from the failure of Buyer to hire any Affiliate employee of any Seller, arising or accruing on, before, or as the immediate result of the Company consummation of the Contemplated Transactions. (g) Any Taxes of Sellers for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets ending on or before the ClosingClosing Date other than property or transfer Taxes for which Buyer is responsible pursuant to Sections 2.4 and 5.6 of this Agreement, regardless of when assessed;respectively. (vih) any Liability that was required to be disclosed Any Liabilities arising under the Consolidated Omnibus Budget Reconciliation Act of 1985, as a liability under GAAP on the Balance Sheetamended, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to any employee or former employee of Sellers, including the service, engagement or employment, as applicable, qualified beneficiaries of such Persons employees, whose qualifying event occurs on or prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employeeClosing, or agent of the Company where such Liability relates to their employment with Sellers or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entitycoverage under Sellers' health plans.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any Liabilities of the Company or any Affiliate of the Company that are not Assumed Liabilities specifically Except as set forth in Section 1.1(c) (such excluded Liabilities, collectively1.3, the “Excluded Liabilities”). In furtherance of, and not in limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser Buyer shall not assume or be responsible for any of the following liabilities or obligations of the Sellers or CSC (each of which shall also constitute collectively, the "Excluded Liabilities):"), including without limitation: (ia) any Liability under and all liabilities or obligations associated with respect or relating to Indebtedness any Excluded Assets and any debt of the Company Sellers or any third party or any agreement or instrument relating thereto CSC for borrowed money (including any guaranty thereof intercompany debt of the Sellers owed to any one or other contingent obligation with respect theretomore of their Affiliates); (b) any liability or obligation of any kind, character or nature arising out of (i) the conduct of the Sellers or CSC in connection with the operations of the Business prior to the Closing Date, including, without limitation, those described on Schedules 2.10, 2.13 and 2.18 hereof (except as expressly provided for in Section 1.3), or (ii) the employment by the Sellers or CSC of any Liability relating employees or the provision of any employee benefit pursuant to any Excluded Assetplan, program or arrangement (whether or not subject to ERISA and whether or not written), whether before or after the Closing Date and whether or not such employees become Buyer's employees, other than as expressly provided for herein; (iiic) any Liability liability or obligation of the Sellers or CSC 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 the Sellers or CSC, (ii) all other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by taxes attributable to the Sellers or in connection with any Law CSC or Permit, and incurred in connection with (A) conditions existing, events to Sellers' or acts occurring or omissions CSC's operation of acts occurring the Business for periods ending on or prior to the ClosingClosing Date including, but not limited to, sales and use taxes, and (iii) taxes of any other person or third party (Bexcept Buyer) any real property, business entities pursuant to an agreement or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Businessotherwise; (ive) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) existing or Legal Proceeding caused by, relating arising under Environmental Laws attributable to or arising from incurred as a result of any factacts, transaction, status, event, circumstance, occurrence omissions or situation, whether known conditions first occurring or unknown, existing, arising or occurring on in existence as of or prior to the ClosingClosing Date, including, but not limited to, liabilities for the release, threatened release, handling, discharge, treatment, storage, disposal, transport, presence, or otherwise attributable to the pre-Closing operation migration of the BusinessHazardous Substances; (vf) any Liability for obligation or requirement imposed by any Taxes Governmental Entity, including any Environmental Authority (Aas hereinafter defined) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was arising and required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons performed prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller PartyDate; and (xig) any obligation obligations or liabilities of CSC or the Company Sellers not directly related to indemnify any Person by reason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entityBusiness.

Excluded Liabilities. Notwithstanding anything Seller acknowledges and agrees that pursuant to the contrary terms and provisions of this Bxxx of Sale, Purchaser will not assume, or in this Agreementany way be liable or responsible for, any Liability of Seller (including Liabilities relating to the pre-petition or post-petition operation of the Business, the Excluded Assets or to the Acquired Assets (and the use thereof) or any outstanding checks), whether relating to or arising out of the Business, the Excluded Assets or the Acquired Assets or otherwise, other than the Assumed Liabilities. In furtherance and not in limitation of the foregoing, Purchaser shall not be responsible for any Liabilities of the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance ofassume, and not in limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (i) deemed to have assumed, any Liability under of any kind or with respect to nature whatsoever of Seller resulting from, arising out of, relating to, in the nature of, or caused by (a) Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (ii) any Liability relating to any Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(cAcquired Contracts which are capitalized leases), (b) imposed by any Excluded Asset or in connection with Excluded Agreements, (c) Taxes or escheat obligations of any Law kind or Permitnature, and incurred in connection with (Ad) conditions existingany Claim arising out of facts, events events, circumstances, actions or acts occurring or omissions of acts inactions occurring on or prior to the Closing, or (Be) any real propertyemployee benefit plan, business entities (f) any current employees of Seller, any former employees or assetsany retirees of Seller, or any dependents or beneficiaries thereof, (g) any breach of contract, breach of warranty, tort, infringement or other violation of the rights of another Person (including any Intellectual Property rights) or any lawsuits or violations of Law, (h) any other obligation of Seller or any predecessor or affiliate of Seller whatsoever or any ERISA affiliate other than the Assumed Liabilities, (i) any Liability of Seller arising under the WARN Act (whether domestic prior to or foreignafter Closing), formerly ownedif any, leased, occupied including any such Liabilities arising out of or operated by or resulting in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to Closing and/or the Closing, or otherwise attributable to the pre-Closing operation consummation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); by this Bxxx of Sale, (viiij) any Liability under claims or Liabilities of, by, from or related to Entelos UK, Eratosethes and/or Digitalself, or any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to their creditors, employees of the Companyand/or shareholders, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; or (ixk) any Seller Transaction Expenses Post-Petition Accounts Payable or any Liability of any Seller Party incurred under this Agreement or in connection herewith; Post-Petition Employee Compensation (xunless expressly assumed by Purchaser) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a directorcollectively, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partnerobligations, trustee, director, officer, manager, employee, or agent of another entitythe “Excluded Liabilities”).