Common use of Excluded Obligations Clause in Contracts

Excluded Obligations. Any other provision of this Agreement to the contrary notwithstanding, Xxxxx does not assume any liability or obligation of Seller not included in the Assumed Obligations, and Schedules 1.1(c) and (e) and Schedule 5.6, including, but not limited to, the following: (a) any liabilities and obligations of Seller for Federal, state or local taxes, fines, interest or penalties (including, without limitation, franchise, income, personal, real property, sales, use, unemployment, gross receipts, excise, payroll, withholding or other taxes); (b) any claims, demands, liabilities or obligations of any nature whatsoever which arose or were incurred at or before the Effective Date, or which are based on any event that occurred or existed at or before the Effective Date, or which are based on services performed by Seller at or before the Effective Date, irrespective of when a claim or demand is made (including if the claim is made after Effective Date) irrespective of whether the liability or obligation becomes manifest, after the Effective Date, and regardless of whether or not set forth or otherwise disclosed on any Schedule attached hereto (whether or not required to be so set forth or disclosed), including, but not limited to, that certain claim by Envirotrol; (c) any actions, suits, claims, investigations or legal, administrative or arbitration proceedings pending or threatened against Seller; (d) any liabilities and obligations of Seller for amounts owed to any person affiliated with Seller, in his or her capacity as an owner of Seller; (e) any liabilities and obligations of Seller existing at the Closing under an employment agreement, written or verbal, or relating to in any way wages, commissions, bonuses, fees, expenses, accrued holiday, vacation and severance pay; (f) any liabilities or obligations for payments due or required to be made under any health, dental, vision, pension, retirement, savings or other compensation or employee benefit plan maintained by Seller or any other entity; (g) any liabilities and obligations of Seller under any contract, license, lease or other agreement which is not listed on Schedules 1.1(b)-(e) or Schedule 6.6 attached hereto; (h) any liabilities relating in any way to an injury to an employee of Seller; (i) any liability to pay any amounts under a contract or policy of insurance; and (j) any other liabilities and obligations of Seller not being specifically assumed by Buyer pursuant to Section 2.1 above. For convenience of reference, the liabilities and obligations of Seller not being assumed by Xxxxx as aforesaid are collectively called the "Excluded Obligations". Seller shall take any and all commercially reasonable actions which may be necessary to prevent any person, firm or governmental authority from having recourse against the Purchased Business, any of the Purchased Assets or against Buyer with respect to any Excluded Obligations.

Excluded Obligations. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstanding, Xxxxx does not assume expressed or implied in any liability or obligation of Seller not included in the Assumed Obligations, and Schedules 1.1(c) and (e) and Schedule 5.6, including, but not limited toCredit Document, the followingAgents shall not: (a) be liable to anyone where it has acted reasonably and in good faith on the opinion or advice of or any liabilities and obligations of Seller for Federalinformation obtained from any lawyer, state or local taxesaccountant, finesarchitect, interest or penalties (includingengineer, without limitationsurveyor, franchisebroker, incomeconsultant, personal, real property, sales, use, unemployment, gross receipts, excise, payroll, withholding valuer or other taxesexpert (including any auditor), whether obtained by the Agents or otherwise whether or not the expert’s liability in respect thereof is limited by a monetary cap or otherwise and whether or not any such opinion, advice or information contains some error or is not authentic; (b) any claims, demands, liabilities be obliged to monitor or obligations of any nature whatsoever which arose or were incurred at or before the Effective Date, or which are based on any event that occurred or existed at or before the Effective Date, or which are based on services performed by Seller at or before the Effective Date, irrespective of when a claim or demand is made (including if the claim is made after Effective Date) irrespective of whether the liability or obligation becomes manifest, after the Effective Date, and regardless of enquire as to whether or not set forth an Event of Default has occurred and will not be deemed to have knowledge of the occurrence of an Event Default unless it has actual knowledge or otherwise disclosed on any Schedule attached hereto (whether or not required to be so set forth or disclosed), including, but not limited to, that certain claim by Envirotrolexpress notice thereof; (c) have any actionsduty to (i) ensure that any payment or other financial benefit in respect of any of the Trust Property or the Trust Property Delegated is duly and punctually paid, suitsreceived or collected as and when the same becomes due and payable or (ii) to procure that the correct amounts (if any) are paid or received or to ensure the taking up of any (or any offer of any) stocks, claimsshares, investigations rights, moneys or legalother property paid, administrative distributed, accrued or arbitration proceedings pending offered at any time by way of interest, dividend, redemption, bonus, rights, preference, option, warrant or threatened against Sellerotherwise on, or in respect of or in substitution for any of the Trust Property or the Trust Property Delegated; (d) any liabilities and obligations unless required by law or ordered so to do by a court of Seller for amounts owed competent jurisdiction, be required to (i) disclose to any person affiliated Secured Creditor any credit or other information (other than information in the Agents’ possession specifically concerning the Credit Documents) with Seller, respect to the financial condition or affairs of any member of the Group or any of their related entities whether coming into its or any of its affiliates possession before or on the entry into this Deed or at any time thereafter or (ii) request any certificates or other documents from any member of the Group unless specifically requested to do so by the Facility Agent in his accordance with this Deed or her capacity as an owner any of Sellerthe Credit Documents; (e) be bound to account to any liabilities and obligations other Secured Creditor for any sum or the profit element of Seller existing at the Closing under an employment agreement, written or verbal, or relating to in any way wages, commissions, bonuses, fees, expenses, accrued holiday, vacation and severance paysum received by it for its own account; (f) any liabilities or obligations for payments due or required be bound to be made under any health, dental, vision, pension, retirement, savings or other compensation or employee benefit plan maintained by Seller or disclose to any other entityperson (including any Secured Creditor) (i) any confidential information or (ii) any other information if disclosure would or might in its reasonable opinion constitute a breach of any law or be a breach of fiduciary duty; (g) be liable to any liabilities and obligations of Seller the Secured Creditors for any action taken or omitted to be taken under or in connection with any contractof the Credit Documents unless caused by its fraud, license, lease gross negligence or other agreement which is not listed on Schedules 1.1(b)-(e) or Schedule 6.6 attached heretowilful misconduct; (h) be under any liabilities relating obligations other than those which are specifically provided for in any way the Credit Documents to an injury to an employee of Sellerwhich it is a party; (i) have or be deemed to have any liability to pay duty, obligation or responsibility to, or relationship of trust or agency with, any amounts under a contract or policy of insuranceCredit Party; andor (j) any other liabilities and obligations of Seller not being specifically assumed by Buyer pursuant be obliged to Section 2.1 above. For convenience of reference, the liabilities and obligations of Seller not being assumed by Xxxxx as aforesaid are collectively called the "Excluded Obligations". Seller shall take any and all commercially reasonable actions which may be necessary action in relation to prevent enforcing or perfecting any person, firm charge over any shares in a company registered or governmental authority from having recourse against the Purchased Business, any of the Purchased Assets or against Buyer incorporated with respect to any Excluded Obligationsunlimited liability.

Excluded Obligations. Any other provision Purchaser is not assuming, and Seller shall remain fully responsible for, all past, present and future indebtedness, liabilities, obligations, contracts and commitments of this Agreement Seller and any predecessors in interest of the Business, known or unknown, fixed or contingent, whether arising out of or resulting from the Business or the assets thereof, or otherwise, that are not Assumed Liabilities (the "Excluded Obligations"). Without limiting the foregoing, the Excluded Obligations shall include, but not limited to, any and all liabilities arising from or related to: (a) the negligent acts or omissions of Seller and its employees and agents, whether in tort or otherwise; (b) product liability or similar claims for injury to any Person or property with respect to services rendered or products purchased or sold, by Seller prior to Closing; (c) any liability of Seller for Taxes arising prior to Closing subject to the contrary notwithstandingterms of Section 6.06 hereof; (d) any suits, Xxxxx does not assume any liability actions, or obligation claims alleging infringement by Seller, prior to Closing, of Seller not included in the Assumed Obligationspatents, and Schedules 1.1(c) and trademarks, trade names or other intellectual property rights held by others; (e) and Schedule 5.6any Environmental Condition existing at Closing, except to the extent (i) such condition has been exacerbated after Closing or (ii) Purchaser, its agents, employees, or representatives have not exercised due care or caution with respect to such conditions; (f) any warranty, obligation or other liability contingent or otherwise with respect to services provided by Seller prior to the Closing; (g) any liability for commitments made by Seller relating to the employment, relocation or termination (including, but not limited to, the following: (aseverance pay) any liabilities and obligations of Seller for Federal, state or local taxes, fines, interest or penalties (including, without limitation, franchise, income, personal, real property, sales, use, unemployment, gross receipts, excise, payroll, withholding or other taxes); (b) any claims, demands, liabilities or obligations of any nature whatsoever which arose employee, officer or were incurred at or before the Effective Date, or which are based on any event that occurred or existed at or before the Effective Date, or which are based on services performed by Seller at or before the Effective Date, irrespective of when a claim or demand is made (including if the claim is made after Effective Date) irrespective of whether the liability or obligation becomes manifest, after the Effective Date, and regardless of whether or not set forth or otherwise disclosed on any Schedule attached hereto (whether or not required to be so set forth or disclosed), including, but not limited to, that certain claim by Envirotrol; (c) any actions, suits, claims, investigations or legal, administrative or arbitration proceedings pending or threatened against Seller; (d) any liabilities and obligations of Seller for amounts owed to any person affiliated with Seller, in his or her capacity as an owner director of Seller; (e) any liabilities and obligations of Seller existing at the Closing under an employment agreement, written or verbal, or relating to in any way wages, commissions, bonuses, fees, expenses, accrued holiday, vacation and severance pay; (f) any liabilities or obligations for payments due or required to be made under any health, dental, vision, pension, retirement, savings or other compensation or employee benefit plan maintained by Seller or any other entity; (g) any liabilities and obligations of Seller under any contract, license, lease or other agreement which is not listed on Schedules 1.1(b)-(e) or Schedule 6.6 attached hereto; (h) any liabilities relating liability or obligation of Seller in respect of the Employee Benefit Plans (including any way to an injury to an fees, costs or similar expenses thereto), employee of Sellerhandbooks, company policy manuals, employment contracts or policies concerning fringe benefits; (i) any liability to pay any amounts under a contract other suits, actions or policy of insurance; andclaims against Seller; (j) any other liabilities and obligations of Seller not being specifically assumed by Buyer pursuant to Section 2.1 above. For convenience of reference, the liabilities and obligations of Seller not being assumed by Xxxxx as aforesaid are collectively called the "Excluded Obligations". Seller shall take any and all commercially reasonable actions which may be necessary to prevent any person, firm liability or governmental authority from having recourse against the Purchased Business, any of the Purchased Assets or against Buyer with respect obligation relating to any asset which is not an Acquired Asset; and (k) any inter-company liabilities including liabilities between Seller and its subsidiaries, if any. All Excluded ObligationsObligations shall remain the sole responsibility of Seller, and Seller agrees to pay, perform, discharge such Excluded Obligatons, and indemnify, in accordance with Article XII hereof, Parent and Purchaser from and against such Excluded Obligatons.

Excluded Obligations. Any Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, Xxxxx does not assume any liability or obligation of Seller not included in except for the Assumed Obligations, and Schedules 1.1(c) and (e) and Schedule 5.6, including, but Buyer shall not limited to, the following: (a) assume or become obligated or liable with respect to any liabilities and obligations obligation of Seller for Federalthat is not set forth on Schedule 3.2, state or local taxes, fines, interest or penalties (including, without limitation, franchisethe following (collectively, incomethe “Excluded Obligations”): (a) obligations and liabilities of Seller now existing or that hereafter may exist with respect to any litigation of Seller, personal, real property, sales, use, unemployment, gross receipts, excise, payroll, withholding whether or other taxes)not described on Schedule 5.4; (b) any claims, demands, obligations and liabilities or obligations accrued as of any nature whatsoever which arose or were incurred at or before the Effective Date, or which are based on any event that occurred or existed at or before the Effective Date, or which are based on services performed by Seller at or before the Effective Date, irrespective Closing Date to employees and former employees of when a claim or demand is made (including if the claim is made after Effective Date) irrespective of whether the liability or obligation becomes manifest, after the Effective Date, and regardless of whether or not set forth or otherwise disclosed on any Schedule attached hereto (whether or not required to be so set forth or disclosed)Seller, including, but not limited towithout limitation, that certain claim by Envirotrolany compensation, severance pay, accrued vacation time, personal time, sick-leave time, salary, bonus, fringe benefits of any kind, welfare benefits, pension benefits, and other benefits or claims, including, without limitation, welfare payments and obligations under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); (c) obligations and liabilities of Seller incurred in connection with or relating to the transfer of the Business Assets, including, without limitation, state and local gaming fees and taxes, any actionsfederal, suitsstate, claims, investigations or legal, administrative local transfer or arbitration proceedings pending or threatened against Sellerother tax incurred by reason of such transfer; (d) liabilities for federal, state, or local income, sales or other taxes accruing prior to the Closing, including, without limitation, any liabilities and obligations of Seller for amounts owed taxes due with respect to any person affiliated period prior to the Closing as a result of the imposition or enactment with Seller, retroactive effect of any increase or change in his the tax rates applicable to the Business or her capacity any of the Business Assets (such as an owner of Sellerthe New Gaming Legislation (as defined in Section 5.5(a))); (e) any obligations and liabilities and obligations of Seller existing at the Closing under an relating to workers compensation claims, liquor liability claims, employment agreementpractices liability claims and all other claims of employees, written agents or verbal, representatives of Seller arising or relating to in any way wages, commissions, bonuses, fees, expenses, accrued holiday, vacation and severance pay;the period prior to the Closing Date; and (f) any liabilities other obligation or obligations for payments due or required to be made under any health, dental, vision, pension, retirement, savings or other compensation or employee benefit plan maintained by Seller or any other entity; (g) any liabilities and obligations liability of Seller under any contractarising or relating to the period before the Closing Date, license, lease or other agreement which is not listed on Schedules 1.1(b)-(e) or Schedule 6.6 attached hereto; (h) any liabilities relating in any way to an injury to an employee of Seller; (i) any liability to pay any amounts under a contract or policy of insurance; and (j) any other liabilities and obligations of Seller not being specifically assumed by Buyer pursuant to Section 2.1 above. For convenience of reference, than the liabilities and obligations of Seller not being assumed by Xxxxx as aforesaid are collectively called the "Excluded Obligations". Seller shall take any and all commercially reasonable actions which may be necessary to prevent any person, firm or governmental authority from having recourse against the Purchased Business, any of the Purchased Assets or against Buyer with respect to any Excluded Assumed Obligations.

Excluded Obligations. Any other provision Except as expressly set forth in Section 2.1(c), Purchaser shall not assume or be responsible at any time for any liability, obligation, debt or commitment of Seller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, including but not limited to any liabilities, obligations, debts or commitments of Seller incident to, arising out of or incurred with respect to this Agreement and the transactions contemplated hereby (except to the contrary notwithstandingextent contemplated by Section 12.5 hereof). Without limiting the generality of the foregoing, Xxxxx does Seller expressly acknowledges and agrees that Seller shall retain, and that Purchaser shall not assume or otherwise be obligated to pay, perform, defend or discharge: (i) any liability of Seller for Taxes, whether measured by income or otherwise, (ii) any product liability pertaining to products sold by Seller prior to the Closing Date, (iii) any liability or obligation of Seller not included in relating to any default taking place before the Closing Date under any of the Assumed ObligationsObligations to the extent such default created or increased the liability or obligation, (iv) any obligation of Seller to its shareholders, any Affiliate of Seller or its shareholders, or any Person claiming to have a right to acquire any capital stock or other securities of Seller, (v) any and Schedules 1.1(c) and all accrued liabilities for professional fees (e) and Schedule 5.6, including, including but not limited toto brokers, attorneys, financial advisors or accountants), costs and other expenses incurred by the Seller in connection with the negotiation, execution and delivery of this Agreement, the following: (a) any liabilities Bankruptcy Case, and obligations the consummation of Seller for Federal, state or local taxes, fines, interest or penalties (including, without limitation, franchise, income, personal, real property, sales, use, unemployment, gross receipts, excise, payroll, withholding or other taxes)the transactions contemplated hereby; (b) any claims, demands, liabilities or obligations of any nature whatsoever which arose or were incurred at or before the Effective Date, or which are based on any event that occurred or existed at or before the Effective Date, or which are based on services performed by Seller at or before the Effective Date, irrespective of when a claim or demand is made (including if the claim is made after Effective Date) irrespective of whether the liability or obligation becomes manifest, after the Effective Date, and regardless of whether or not set forth or otherwise disclosed on any Schedule attached hereto (whether or not required to be so set forth or disclosed), including, but not limited to, that certain claim by Envirotrol; (c) any actions, suits, claims, investigations or legal, administrative or arbitration proceedings pending or threatened against Seller; (d) any liabilities and obligations of Seller for amounts owed to any person affiliated with Seller, in his or her capacity as an owner of Seller; (e) any liabilities and obligations of Seller existing at the Closing under an employment agreement, written or verbal, or relating to in any way wages, commissions, bonuses, fees, expenses, accrued holiday, vacation and severance pay; (fvi) any liabilities or obligations for payments due or required to be made under any health, dental, vision, pension, retirement, savings or other compensation or employee benefit plan maintained by Seller or any other entity; (g) any liabilities and obligations of Seller under any contract, license, lease or other agreement which is not listed on Schedules 1.1(b)-(e) or Schedule 6.6 attached hereto; (h) any liabilities relating in any way to an injury to an employee of Seller; (i) any liability to pay any amounts under a contract or policy of insurancethe Excluded Assets; and (j) any other liabilities and obligations of Seller not being specifically assumed by Buyer pursuant to Section 2.1 above. For convenience of reference, the liabilities and obligations of Seller not being assumed by Xxxxx as aforesaid are collectively called the "Excluded Obligations". Seller shall take any and all commercially reasonable actions which may be necessary to prevent any person, firm or governmental authority from having recourse against the Purchased Business, any of the Purchased Assets or against Buyer with respect to any Excluded Obligations.

Excluded Obligations. Any other provision of Except as specifically provided in this Agreement to the contrary notwithstandingSection 2.4, Xxxxx Buyer does not assume and will not be obligated to pay, perform or other otherwise discharge any liability of the following liabilities or obligation of Seller not included in the Assumed Obligations, and Schedules 1.1(c) and obligations (e) and Schedule 5.6, including, but not limited tocollectively, the following:“Excluded Obligations”): (1) (a) liabilities or obligations of Seller related to the Projects and Purchased Assets, in each case arising during or related to the period prior to the Effective Time; provided, however, that to the extent that the events or circumstances giving rise to those liabilities or obligations are continued or repeated by Buyer, its Affiliates, Representatives, invitees and/or their respective successors and assigns after the Effective Time any Losses that relate to both pre-Effective Time events or circumstances and continued or repeated events or circumstances will be equitably allocated between and retained or assumed, as applicable, by the Parties, (b) liabilities or obligations of Seller to the extent related to any Excluded Assets, and (c) Historical Environmental Liabilities, except Historical Environmental Liabilities that become Assumed Obligations pursuant to Section 2.3(3); (2) liabilities or obligations of Seller for Federal, state any breach or local taxes, fines, interest default by Seller of or penalties (including, without limitation, franchise, income, personal, real property, sales, use, unemployment, gross receipts, excise, payroll, withholding under the Assumed Agreements or other taxes)the Transferable Permits prior to the Effective Time; (b3) any claims, demands, liabilities or obligations in respect of any nature whatsoever Taxes of Seller resulting from the transactions contemplated by this Agreement, except for Taxes for which arose Buyer is liable pursuant to Section 2.7 or were incurred at or before the Effective Date, or which are based on any event that occurred or existed at or before the Effective Date, or which are based on services performed by Seller at or before the Effective Date, irrespective of when a claim or demand is made (including if the claim is made after Effective Date) irrespective of whether the liability or obligation becomes manifest, after the Effective Date, and regardless of whether or not set forth or otherwise disclosed on any Schedule attached hereto (whether or not required to be so set forth or disclosed), including, but not limited to, that certain claim by Envirotrol5.7; (4) liabilities or obligations arising from any Claim that is not based on an Assumed Obligation and that arises from an incident or occurrence that (a) resulted in bodily injury or property damage to a Person other than Buyer or Seller or any of their respective Affiliates, (b) relates to the Purchased Assets or the Projects, and (c) any actions, suits, claims, investigations or legal, administrative or arbitration proceedings pending or threatened against Selleroccurred prior to the Effective Time; (d5) any liabilities and obligations of Seller Any annual or headwater benefit charges due under the FERC Licenses for amounts owed periods prior to any person affiliated with Seller, in his or her capacity as an owner of Seller; (e) any liabilities and obligations of Seller existing at the Closing under an employment agreement, written or verbal, or relating to in any way wages, commissions, bonuses, fees, expenses, accrued holiday, vacation and severance pay; (f) any liabilities or obligations for payments due or required to be made under any health, dental, vision, pension, retirement, savings or other compensation or employee benefit plan maintained by Seller or any other entity; (g) any liabilities and obligations of Seller under any contract, license, lease or other agreement which is not listed on Schedules 1.1(b)-(e) or Schedule 6.6 attached hereto; (h) any liabilities relating in any way to an injury to an employee of Seller; (i) any liability to pay any amounts under a contract or policy of insuranceEffective Time; and (j6) any all other liabilities and obligations of Seller not being specifically assumed by Buyer pursuant except to Section 2.1 above. For convenience of reference, the extent such liabilities and obligations of Seller not being assumed by Xxxxx as aforesaid are collectively called the "Excluded Obligations". Seller shall take any and all commercially reasonable actions which may be necessary to prevent any person, firm or governmental authority from having recourse against the Purchased Business, any of the Purchased Assets or against Buyer with respect to any Excluded Obligationsconstitute an Assumed Obligation.

Excluded Obligations. Any other provision of this Agreement to the contrary notwithstanding, Xxxxx does Xxxx will not assume any liability or obligation of Seller A-G Tech or the Transferred Business not included in the Assumed Obligations, and Schedules 1.1(c) and (e) and Schedule 5.6, including, but not limited to, the following: (a) any liabilities and obligations of Seller A-G Tech for Federal, state or state, territorial, local taxes, fines, interest or penalties and foreign taxes (including, without limitation, franchise, income, personal, real property, sales, use, unemployment, gross receipts, excise, payroll, withholding or other taxes)) not reflected or reserved against on the A-G Tech’s Balance Sheet; (b) any claims, demands, liabilities or obligations of any nature whatsoever which arose or were incurred at or before the Effective DateClosing, or which are based on any event that occurred events occurring or existed conditions existing at or before the Effective DateClosing, or which are based on services performed by Seller A-G Tech at or before the Effective DateClosing, irrespective or which relate to goods or products of when a claim A-G Tech shipped or demand is made delivered at or before the Closing or goods or products of A-G Tech in transit prior to or at the Closing and delivered after the Closing, (including if 1) notwithstanding that the claim is made after Effective Date) irrespective of whether the claim, demand, liability or obligation arises or becomes manifest, manifest after the Effective Date, Closing and (2) regardless of whether or not set forth or otherwise disclosed on any Schedule attached hereto (whether or not required to be so set forth or disclosed), including, but not limited to, that certain claim by Envirotrol; (c) any actions, suits, claims, investigations or legal, administrative or arbitration proceedings pending or threatened against SellerA-G Tech or the Transferred Business; (d) any liabilities and obligations of Seller A-G Tech for amounts owed to any owner of A-G Tech or any person affiliated with Sellertherewith, in his or her such person’s capacity as an owner of SellerA-G Tech; (e) any liabilities and obligations of Seller A-G Tech existing at the Closing under an employment agreement, written or verbal, or relating with respect to in any way wages, commissions, bonuses, fees, expenses, accrued holiday, vacation and severance paypay relating to employees of A-G Tech or the Transferred Business not reflected or reserved against on the A-G Tech’s Balance Sheet; (f) any liabilities or obligations for payments due or required to be made under any health, dental, vision, pension, retirement, savings or other compensation or employee benefit plan maintained by Seller A-G Tech or any other entity; (g) any liabilities and obligations deferred compensation liability in excess of Seller under any contract, license, lease or other agreement which is not listed on Schedules 1.1(b)-(e) or Schedule 6.6 attached hereto$30,000; (h) any liabilities relating in any way and obligations of A-G Tech under this Agreement or with respect to an injury to an employee or arising out of Sellerthe transactions contemplated hereby; (i) any liability liabilities and obligations relating to pay any amounts under a contract or policy of insurancethe Excluded Assets; and (j) any other liabilities and obligations of Seller A-G Tech not being specifically assumed by Buyer Xxxx pursuant to Section 2.1 above. For convenience of reference, the liabilities and obligations of Seller A-G Tech not being assumed by Xxxxx Xxxx as aforesaid are collectively called the "“Excluded Obligations"”. Seller A-G Tech shall take any and all commercially reasonable actions which may be necessary to prevent any person, firm or governmental authority from having recourse against the Purchased Transferred Business, any of the Purchased Transferred Assets or against Buyer Xxxx with respect to any Excluded ObligationsObligations and shall discharge all Excluded Obligations when they become due and payable.

Excluded Obligations. Any The Buyer is not assuming, and the Seller shall remain fully responsible for, all past, present and future indebtedness, liabilities, obligations, contracts and commitments of the Seller and any predecessors in interest of the Business, known or unknown, fixed or contingent, whether arising out of or resulting from the Business or the assets thereof, or otherwise, that are not Assumed Obligations (the "Excluded Obligations"). Without limiting the foregoing, the Excluded Obligations shall include, but not limited to, any and all liabilities arising from or related to: (a) the negligent acts or omissions of the Seller, whether in tort or otherwise; (b) product liability or similar claims for injury to any person, corporation, association, partnership, limited liability company, joint venture, organization, business, individual, government or any agency or political subdivision thereof or any other provision entity (a "Person") or property with respect to products purchased, manufactured or sold by the Seller prior to Closing; (c) any suits, actions, or claims alleging infringement by the Seller, prior to Closing, of this Agreement patents, trademarks, trade names or other intellectual property rights held by others; (d) any liability for commitments made by the Seller relating to the contrary notwithstandingemployment, Xxxxx does not assume any liability relocation or obligation of Seller not included in the Assumed Obligations, and Schedules 1.1(c) and termination (e) and Schedule 5.6, including, but not limited to, the following: (aseverance pay) any liabilities and obligations of Seller for Federal, state or local taxes, fines, interest or penalties (including, without limitation, franchise, income, personal, real property, sales, use, unemployment, gross receipts, excise, payroll, withholding or other taxes); (b) any claims, demands, liabilities or obligations of any nature whatsoever which arose employee, officer or were incurred at or before director of the Effective Date, or which are based on any event that occurred or existed at or before the Effective Date, or which are based on services performed by Seller at or before the Effective Date, irrespective of when a claim or demand is made (including if the claim is made after Effective Date) irrespective of whether the liability or obligation becomes manifest, after the Effective Date, and regardless of whether or not except as set forth or otherwise disclosed on any Schedule attached hereto (whether or not required to be so set forth or disclosed2.5(d), including, but not limited to, that certain claim by Envirotrol; (c) any actions, suits, claims, investigations or legal, administrative or arbitration proceedings pending or threatened against Seller; (d) any liabilities and obligations of Seller for amounts owed to any person affiliated with Seller, in his or her capacity as an owner of Seller; (e) any liabilities liability or obligation of the Seller in respect of any prior purchase and obligations of Seller existing at the Closing under an employment agreement, written or verbal, or relating to in any way wages, commissions, bonuses, fees, expenses, accrued holiday, vacation and severance paysale transactions; (f) any liabilities other suits, actions or obligations for payments due or required to be made under any health, dental, vision, pension, retirement, savings or other compensation or employee benefit plan maintained by Seller or any other entityclaims against the Seller; (g) any liabilities and obligations of Seller under any contract, license, lease liability or other agreement which is not listed on Schedules 1.1(b)-(e) or Schedule 6.6 attached heretoobligation relating to an Excluded Asset; (h) any inter-company liabilities relating in any way to an injury to an employee of Sellerincluding liabilities between the Seller and its subsidiaries, if any; (i) any liability or obligation for prepaid and partially prepaid goods and services in excess of the Prepaid Items set forth on Schedule 2.5(i); All Excluded Obligations shall remain the sole responsibility of the Seller, and the Seller agrees to pay any amounts under a contract or policy of insurance; and (j) any other liabilities pay, perform, discharge, and obligations of Seller not being specifically assumed by Buyer pursuant to indemnify, in accordance with Section 2.1 above. For convenience of reference2.5 hereof, the liabilities Buyer from and obligations of Seller not being assumed by Xxxxx as aforesaid are collectively called the "Excluded Obligations". Seller shall take against, any and all commercially reasonable actions which may be necessary to prevent any personsuch indebtedness, firm or governmental authority from having recourse against the Purchased Business, any of the Purchased Assets or against Buyer with respect to any Excluded Obligationsobligations and liabilities.

Excluded Obligations. Any other provision of this Agreement to the contrary notwithstanding, Xxxxx does Buyer will not assume any liability or obligation of Seller or the Purchased Business not included in the Assumed Obligations or exceeding any limit for Assumed Obligations, and Schedules 1.1(c) and (e) and Schedule 5.6, including, but not limited to, the following: (a) any liabilities and obligations of Seller for Federal, state or state, territorial, local and foreign taxes, fines, interest or penalties (including, without limitation, franchise, income, personal, real property, sales, use, unemployment, gross receipts, excise, payroll, withholding or other taxes), except for such taxes as are specifically assumed in Section 2.1(e) and which totals do not exceed the limits stated therein; (b) any claims, demands, liabilities or obligations of any nature whatsoever which are not included in Assumed Obligations and are within the limits set forth therein and which arose or were incurred at or before the Effective DateClosing, or which are based on any event that occurred events occurring or existed conditions existing at or before the Effective DateClosing, or which are based on services performed by Seller at or before the Effective DateClosing, irrespective or which relate to goods or products of when a claim Seller shipped or demand is made delivered at or before the Closing or goods or products of Seller in transit prior to or at the Closing and delivered after the Closing, (including if 1) notwithstanding that the claim is made after Effective Date) irrespective of whether the claim, demand, liability or obligation arises or becomes manifest, manifest after the Effective Date, Closing and (2) regardless of whether or not set forth or otherwise disclosed on any Schedule attached hereto (whether or not required to be so set forth or disclosed), including, but not limited to, that certain claim by Envirotrol; (c) any actions, suits, claims, investigations or legal, administrative or arbitration proceedings pending or threatened against SellerSeller or the Purchased Business as of the date of Closing or arising out of or related to Seller or the Purchased Business for matters which occurred prior to the Closing; (d) any liabilities and obligations of Seller (which are not specifically assumed hereunder) for amounts owed to any owner or creditor of Seller or any person affiliated with Sellertherewith, in his or her such person's capacity as an owner or creditor (including, without limitation, notes to investors totaling $24,334,746, notes to owners in the amounts of Seller$150,000, $244,174, $75,000 and $122,000 and accrued interest on all of such obligations); (e) any liabilities and obligations of Seller existing at the Closing under an employment agreement, written or verbal, or relating with respect to in any way wages, commissions, bonuses, fees, expenses, accrued holiday, vacation and severance paypay relating to employees of Seller or the Purchased Business which exceed the limits set forth above as part of the Assumed Obligations; (f) any liabilities or obligations for payments due or required to be made under any health, dental, vision, pension, retirement, savings or other compensation or employee benefit plan maintained by Seller or any other entity; (g) any liabilities and obligations of Seller under any contractthis Agreement or with respect to or arising out of the transactions contemplated hereby, licenseexcept for the $35,000 of legal, lease or other agreement which is not listed on Schedules 1.1(b)-(eaccounting and professional fees included in Section 2.1(e) or Schedule 6.6 attached heretoas an Assumed Obligation; (h) any liabilities and obligations relating in any way to an injury to an employee of Seller; (i) any liability to pay any amounts under a contract or policy of insurancethe Excluded Assets; and (ji) any other liabilities and obligations of Seller not being specifically assumed by Buyer pursuant to Section 2.1 above. For convenience of reference, the liabilities and obligations of Seller not being assumed by Xxxxx Buyer as aforesaid are collectively called the "Excluded Obligations". ." Seller shall take any and all commercially reasonable actions which may be necessary to prevent any person, firm or governmental authority from having recourse against the Purchased Business, any of the Purchased Assets or against Buyer with respect to any Excluded ObligationsObligations and shall discharge all Excluded Obligations when they become due and payable.

Excluded Obligations. Any Buyer is not assuming, and Seller shall remain fully responsible for, all past, present and future indebtedness, liabilities, obligations, contracts and commitments of Seller and any predecessors in interest of the Business, known or unknown, fixed or contingent, whether arising out of or resulting from the Business or the assets thereof, or otherwise, that are not included and reflected on the Year End Balance Sheet or that are not otherwise Assumed Obligations (collectively, the "Excluded Obligations"). Without limiting the foregoing, the Excluded Obligations shall include, but not be limited to, any and all liabilities arising from or related to: (a) the negligent acts or omissions of Seller, whether in tort or otherwise; (b) product liability or similar claims for injury to any person, corporation, association, partnership, limited liability company, joint venture, organization, business, individual, government or any agency or political subdivision thereof or any other provision of this Agreement entity (a "Person") or property with respect to products purchased or sold by Seller prior to the contrary notwithstanding, Xxxxx does not assume Effective Time of Closing; (c) any liability or obligation of Seller not for Taxes (other than Sales Tax Payable which are specifically included and reflected on the Year End Balance Sheet or real and personal property taxes levied on property of Seller used in connection with the Assumed ObligationsBusiness and which are subject to the Closing Apportionments in accordance with Section 5.1 hereof); (d) any suits, and Schedules 1.1(c) and actions, or claims alleging infringement by Seller, prior to Closing, of patents, trademarks, trade names or other intellectual property rights held by others; (e) and Schedule 5.6any liability in respect of any Environmental Condition or any Environmental Compliance Liability; (f) any warranty (whether or not provided by any manufacturer or vendor) or other contingent liability with respect to (iii) products purchased or sold by Seller prior to the Effective Time of Closing or (iv) services provided by Seller prior to the Effective Time of Closing; (g) any liability for commitments made by Seller relating to the employment, relocation or termination (including, but not limited to, the following: (aseverance pay) any liabilities and obligations of Seller for Federal, state or local taxes, fines, interest or penalties (including, without limitation, franchise, income, personal, real property, sales, use, unemployment, gross receipts, excise, payroll, withholding or other taxes); (b) any claims, demands, liabilities or obligations of any nature whatsoever which arose employee, officer or were incurred at or before the Effective Date, or which are based on any event that occurred or existed at or before the Effective Date, or which are based on services performed by Seller at or before the Effective Date, irrespective of when a claim or demand is made (including if the claim is made after Effective Date) irrespective of whether the liability or obligation becomes manifest, after the Effective Date, and regardless of whether or not set forth or otherwise disclosed on any Schedule attached hereto (whether or not required to be so set forth or disclosed), including, but not limited to, that certain claim by Envirotrol; (c) any actions, suits, claims, investigations or legal, administrative or arbitration proceedings pending or threatened against Seller; (d) any liabilities and obligations of Seller for amounts owed to any person affiliated with Seller, in his or her capacity as an owner agent of Seller; (e) any liabilities and obligations of Seller existing at the Closing under an employment agreement, written or verbal, or relating to in any way wages, commissions, bonuses, fees, expenses, accrued holiday, vacation and severance pay; (f) any liabilities or obligations for payments due or required to be made under any health, dental, vision, pension, retirement, savings or other compensation or employee benefit plan maintained by Seller or any other entity; (g) any liabilities and obligations of Seller under any contract, license, lease or other agreement which is not listed on Schedules 1.1(b)-(e) or Schedule 6.6 attached hereto; (h) any liabilities relating liability owed to NVB or in any way to an injury to an employee respect of Sellerthe NVB Franchise; (i) any liability to pay any amounts under a contract or policy in respect of insurance; andthat certain Revolving Loan, Term Loan and Security Agreement between Seller and Greyhound Financial Corporation, dated as of June 30, 1994, and all of "Borrower's Obligation" (as defined thereunder) thereunder and related Loan Documents (collectively, the "Credit Obligations"), all of which have been satisfied and discharged contemporaneously with the Closing; (j) any other debts, liabilities and or obligations of Seller not being specifically assumed or its Affiliates which conflict with or are contrary to the representations and warranties of Seller set forth in this Agreement or which are covered by Buyer Seller's indemnity provided for in Section 6.2; (k) any undisclosed liability, indebtedness or obligation existing in respect to any Contract or Lease which, although comprising a part of the Assumed Obligations pursuant to Section 2.1 above. For convenience 1.4, is not revealed or reasonably contemplated by the terms of referencethe Contracts or Leases furnished to Buyer, the liabilities Schedules to this Agreement or otherwise disclosed with specificity in writing to Buyer, other than gift certificates and obligations store credits issued by Seller prior to the Effective Time of Seller not being assumed Closing, all or a portion of which items shall be covered by Xxxxx the Gift Certificates Fund as aforesaid are provided for under Section 5.9 (collectively called the "Excluded ObligationsGift Certificates/Store Credits". Seller ); and (l) any other suits, actions or claims (excluding therefrom claims arising from Gift Certificates/Store Credits (which shall take any and all commercially reasonable actions which may be necessary to prevent any person, firm or governmental authority from having recourse against covered by the Purchased Business, any provisions of Section 5.9 in respect of the Purchased Assets or against Buyer Gift Certificates Fund) and customer returns made after the Effective Time of Closing for merchandise purchased prior to such Effective Time of Closing (which shall be reflected on the Year End Balance Sheet in accordance with respect to any Excluded Obligations.GAAP, consistently applied, and Section

Excluded Obligations. Any other provision of this Agreement Except as expressly assumed pursuant to the contrary notwithstandingSection 1.3 hereof, Xxxxx does Buyer shall not assume any liability or obligation and Seller shall remain liable for and discharge all liabilities, claims and obligations of Seller not included in of any and every kind and nature whatsoever (the Assumed "Excluded Obligations, and Schedules 1.1(c) and (e) and Schedule 5.6"), including, but not limited toby way of limitation, any of the following: (a) Any obligations incurred or to be incurred for any liabilities claims for product warranties, product recalls or product liability occurrences with respect to goods produced and obligations shipped prior to the Closing, or with respect to services provided by Seller prior to the Closing or otherwise arising out of the pre-Closing business or operations of Seller; (b) Any foreign, federal, state, county or local income, transfer, sales, use or other taxes of Seller for Federalincurred in connection with the sale of the Purchased Assets (other than any sales tax with respect to any automobiles transferred hereunder, which shall be the responsibility of the Buyer); (c) Any liabilities, costs or expenses incurred or to be incurred with respect to any lawsuits, claims, suits, proceedings or investigations, including without limitation any governmental or other fines or penalties of any nature whatsoever, relating to any period through the Closing Date; (d) Any liability resulting from or in connection with the Seller's operations or the condition of its premises or assets through the Closing Date, including but not limited to any failure to comply with any federal, state or local taxeslaw, finesregulation or ordinance, interest including, but without limitation, any Environmental Laws (as hereinafter defined); or penalties (e) Any other liabilities of Seller of any nature whatsoever which are not included in the Financial Statements, including, without limitation, franchise, income, personal, real property, sales, use, unemployment, gross receipts, excise, payroll, withholding or other taxes); (b) any claims, demands, liabilities or obligations of any nature whatsoever which arose or were incurred at or before the Effective Date, or which are based on any event that occurred or existed at or before the Effective Date, or which are based on services performed by Seller at or before the Effective Date, irrespective of when a claim or demand is made (including if the claim is made after Effective Date) irrespective of whether the liability or obligation becomes manifest, after the Effective Date, and regardless of whether or not set forth or otherwise disclosed on any Schedule attached hereto (whether or not required to be so set forth or disclosed), including, but not limited to, that certain claim by Envirotrol; (c) any actions, suits, claims, investigations or legal, administrative or arbitration proceedings pending or threatened against Seller; (d) any all liabilities and obligations of Seller for amounts owed to any person affiliated with Seller, in his or her capacity as an owner of Seller; (e) any liabilities and obligations of Seller existing at the Closing under an employment agreement, written or verbal, or relating to in any way wages, commissions, bonuses, fees, expenses, accrued holiday, vacation and severance pay; (f) any liabilities or obligations for payments due or required to be made under any healthfederal, dentalstate or local law, vision, pension, retirement, savings or other compensation or any employee benefit plan maintained by Seller plans or any other entity; (g) any liabilities and obligations of Seller under any contract, license, lease or other agreement which is not listed on Schedules 1.1(b)-(e) or Schedule 6.6 attached hereto; (h) any liabilities relating in any way to an injury to an employee of Seller; (i) any liability to pay any amounts under a contract or policy of insurance; and (j) any other liabilities and obligations of Seller not being specifically assumed by Buyer pursuant to Section 2.1 above. For convenience of reference, the liabilities and obligations of Seller not being assumed by Xxxxx as aforesaid are collectively called the "Excluded Obligations". Seller shall take any and all commercially reasonable actions which may be necessary to prevent any person, firm or governmental authority from having recourse against the Purchased Business, any of the Purchased Assets or against Buyer otherwise with respect to current or past-employees of Seller (or its predecessors in interest), all employee bonus expenses, all workers compensation and other claims arising from any Excluded Obligations.event, condition or activity which occurred or was in existence prior to or through the Closing Date. ARTICLE

Excluded Obligations. Any other Notwithstanding any provision of this Agreement herein to the contrary notwithstandingcontrary, Xxxxx does the Purchaser shall not undertake and not be obliged to pay, perform, assume or exempt the Seller or any liability of its Affiliates from any responsibility or obligation of Seller not included relating to any term before the Closing Date (in the Assumed Obligationsall circumstances), and Schedules 1.1(c) and (e) and Schedule 5.6whether direct or indirect, includingcumulative or non-cumulative, known or unknown, absolute or accidental, but excluding the Taken-over Obligations (all the said responsibilities and obligations not limited totaken over are hereinafter referred to as “Excluded Obligations”). Without the limiting the generality of the foregoing, the followingfollowing rights and obligations relating to the management of Noah Operations and the Purchased Assets shall not be taken over by the Purchaser, but retained by the Seller: (a) any liabilities and The tax responsibilities or obligations arising from or relating to the management of Noah Operations or the use or ownership of the Purchased Assets before the Closing Date, which shall be borne by the Seller for Federal, state or local taxes, fines, interest or penalties (including, without limitation, franchise, income, personal, real property, sales, use, unemployment, gross receipts, excise, payroll, withholding or other taxes)before the Closing Date; (b) any claims, demands, liabilities Employee benefit or obligations remuneration arrangement arising from or relating to the employment by the Seller of any nature whatsoever which arose or were incurred at or person before the Effective Closing Date, or which are based on any event that occurred or existed at or before the Effective Dateclaim, or which are based on services performed by Seller at or before the Effective Datecreditor’s right, irrespective of when a claim or demand is made (including if the claim is made after Effective Date) irrespective of whether the liability liquidated damages, responsibility or obligation becomes manifestarising therefrom or in connection herewith, after as well as the Effective Date, severance and regardless termination pays payable to each employee in accordance with and upon consummation of whether or not set forth or otherwise disclosed on any Schedule attached hereto (whether or not required to be so set forth or disclosed), including, but not limited to, that certain claim the transactions contemplated by Envirotrolthis Agreement; (c) any actions, suits, claims, investigations Seller’s responsibilities or legal, administrative or arbitration proceedings pending or threatened against Sellerobligations for the Excluded Assets; (d) any liabilities and Seller’s responsibilities or obligations of Seller for amounts owed to any person affiliated with Seller, in his or her capacity as an owner of Sellerthe contracts other than the Transferred Contracts; (e) any liabilities and The responsibilities or obligations of Seller existing at the Closing under an employment agreement, written or verbal, arising from or relating to in any way wages, commissions, bonuses, fees, expenses, accrued holiday, vacation and severance paylawsuit or arbitration that results from the Purchased Assets or the management by the Seller of the Noah Operations before the Closing Date; (f) any liabilities or obligations for payments due or required to be made under any health, dental, vision, pension, retirement, savings or other compensation or employee benefit plan maintained by Seller or any other entity; (g) any liabilities and obligations of Seller under any contract, license, lease or other agreement which is not listed on Schedules 1.1(b)-(e) or Schedule 6.6 attached hereto; (h) any liabilities relating in any way to an injury to an employee of Seller; (i) any liability to pay any amounts under a contract or policy of insurance; and (j) any other liabilities and obligations of Seller not being specifically assumed by Buyer pursuant to Section 2.1 above. For convenience of reference, the liabilities and obligations of Seller not being assumed by Xxxxx as aforesaid are collectively called the "Excluded Obligations". Seller shall take any and all commercially reasonable actions which may be necessary to prevent any person, firm or governmental authority from having recourse against the Purchased Business, any of the Purchased Assets or against Buyer with respect to any Excluded ObligationsRetained environmental obligations.

Excluded Obligations. (a) . Any other provision of this Agreement to the contrary notwithstanding, Xxxxx does Buyer will not assume any liability or obligation of Seller not included in the Assumed Obligations, and Schedules 1.1(c) and (e) and Schedule 5.6Contracts, including, but not limited to, the following: (a) any liabilities and obligations of Seller arising or occurring prior to the Effective Date for Federal, state or state, territorial, local taxes, fines, interest or penalties and foreign taxes (including, without limitation, franchise, income, personal, real property, sales, use, unemployment, gross receipts, excise, payroll, withholding or other taxes); (b) any claims, demands, liabilities or obligations of any nature whatsoever which arose or were incurred at or before the Effective Date, or which are based on any event that occurred events occurring or existed conditions existing at or before the Effective Date, or which are based on services performed by Seller at or before the Effective Date, irrespective or which relate to goods or products of when a claim Seller shipped or demand is made (including if delivered at or before the claim is made after Effective Date) irrespective Date or goods or products of whether Seller in transit prior to or at the liability or obligation becomes manifest, Effective Date and delivered after the Effective Date, (i) notwithstanding that the claim, demand, liability or obligation arises or becomes manifest after the Effective Date and (ii) regardless of whether or not set forth or otherwise disclosed on any Schedule attached hereto (whether or not required to be so set forth or disclosed), including, but not limited to, that certain claim by Envirotrol; (c) any actions, suits, claims, investigations or legal, administrative or arbitration proceedings pending or threatened against SellerSeller or the Business, including without limitation litigation matters described in Schedule 5.12(a) and Schedule 5.12(b) except as otherwise stated in such Schedule; (d) any liabilities and obligations of Seller for amounts owed to any member of Seller or any person affiliated with Seller, therewith in his or her such person’s capacity as an owner a member of Seller; (e) any liabilities and obligations of Seller existing at the Closing under an employment agreement, written or verbal, or relating to Seller’s employees, agents and contractors, including liabilities and obligations arising in connection with the termination of any way wagessuch employee, commissions, bonuses, fees, expensesagent or contractor’s employment or services, accrued holiday, and vacation and severance pay; (f) any liabilities or obligations for payments due or required to be made under any health, dental, vision, pension, retirement, savings or other compensation or employee benefit plan maintained by Seller or any other entityAffiliate of Seller; (g) any liabilities and obligations of Seller under any contract, license, lease this Agreement or other agreement which is not listed on Schedules 1.1(b)-(e) with respect to or Schedule 6.6 attached heretoarising out of the transactions contemplated hereby; (h) any liabilities and obligations relating in any way to an injury to an employee of Seller; (i) any liability to pay any amounts under a contract or policy of insurancethe Excluded Assets; and (ji) any other liabilities and obligations of Seller not being specifically assumed by Buyer pursuant to Section 2.1 above. For convenience of reference, the liabilities and obligations of Seller not being assumed by Xxxxx Buyer as aforesaid are collectively called the "Excluded Obligations". Seller shall take any and all commercially reasonable actions which may be necessary to prevent any person, firm or governmental authority from having recourse against the Purchased Business, any of the Purchased Assets or against Buyer with respect to any “Excluded Obligations.”

Excluded Obligations. Any other provision of this Agreement to the contrary notwithstandingExcept as specifically detailed in section 2.1, Xxxxx does Buyer will not assume any liability or obligation of Seller or the Purchased Business not included in the Assumed Obligations, and Schedules 1.1(c) and (e) and Schedule 5.6, including, but not limited to, the following: (a) any liabilities and obligations of Seller for Federal, state or state, territorial, local and foreign taxes, fines, interest or penalties (including, without limitation, franchise, income, personal, real property, sales, use, unemployment, gross receipts, excise, payroll, withholding or other taxes); (b) Other than as it relates to the Purchased Business, any claims, demands, liabilities or obligations of any nature whatsoever which arose or were incurred at or before the Effective DateClosing, or which are based on any event that occurred events occurring or existed conditions existing at or before the Effective DateClosing, or which are based on services performed by Seller at or before the Effective DateClosing, irrespective or which relate to goods or products of when a claim Seller shipped or demand is made delivered at or before the Closing or goods or products of Seller in transit prior to or at the Closing and delivered after the Closing, (including if 1) notwithstanding that the claim is made after Effective Date) irrespective of whether the claim, demand, liability or obligation arises or becomes manifest, manifest after the Effective Date, Closing and (2) regardless of whether or not set forth or otherwise disclosed on any Schedule attached hereto (whether or not required to be so set forth or disclosed), including, but not limited to, that certain claim by Envirotrol; (c) any actions, suits, claims, investigations or legal, administrative or arbitration proceedings pending or threatened against SellerSeller or the Purchased Business; (d) any liabilities and obligations of Seller for amounts owed to any owner of Seller or any person affiliated with Sellertherewith, in his or her such person's capacity as an owner or creditor of Seller; (e) any liabilities and obligations of Seller existing at the Closing under an employment agreement, written or verbal, or relating to in any way wages, commissions, bonuses, fees, expenses, accrued holiday, vacation and severance pay; (f) any liabilities or obligations for payments due or required to be made under any health, dental, vision, pension, retirement, savings or other compensation or employee benefit plan maintained by Seller or any other entity; (gf) any liabilities and obligations of Seller under any contract, license, lease this Agreement or other agreement which is not listed on Schedules 1.1(b)-(e) with respect to or Schedule 6.6 attached heretoarising out of the transactions contemplated hereby; (h) any liabilities and obligations relating in any way to an injury to an employee of Seller; (i) any liability to pay any amounts under a contract or policy of insurancethe Excluded Assets; and (ji) any other liabilities and obligations of Seller not being specifically assumed by Buyer pursuant to Section 2.1 above. For convenience of reference, the liabilities and obligations of Seller not being assumed by Xxxxx Buyer as aforesaid are collectively called the "Excluded Obligations". ." Seller shall take any and all commercially reasonable actions which that may be necessary to prevent any person, firm or governmental authority from having recourse against the Purchased Business, any of the Purchased Assets or against Buyer with respect to any Excluded ObligationsObligations and shall discharge all Excluded Obligations when they become due and payable.

Excluded Obligations. Any other provision of this Agreement to the contrary notwithstanding, Xxxxx Buyer does not assume any liability or obligation of Seller not included in the Assumed Obligations, and Schedules 1.1(c) and (e) and Schedule 5.6, including, but not limited to, the following: (a) any liabilities and obligations of Seller for Federal, state or local taxes, fines, interest or penalties (including, without limitation, franchise, income, personal, real property, sales, use, unemployment, gross receipts, excise, payroll, withholding or other taxes); (b) any claims, demands, liabilities or obligations of any nature whatsoever which arose or were incurred at or before the Effective Date, or which are based on any event that occurred or existed at or before the Effective Date, or which are based on services performed by Seller at or before the Effective Date, irrespective of when a claim or demand is made (including if the claim is made after Effective Date) irrespective of whether the liability or obligation becomes manifest, after the Effective Date, and regardless of whether or not set forth or otherwise disclosed on any Schedule attached hereto (whether or not required to be so set forth or disclosed), including, but not limited to, that certain claim by Envirotrol; (c) any actions, suits, claims, investigations or legal, administrative or arbitration proceedings pending or threatened against Seller; (d) any liabilities and obligations of Seller for amounts owed to any person affiliated with Seller, in his or her capacity as an owner of Seller; (e) any liabilities and obligations of Seller existing at the Closing under an employment agreement, written or verbal, or relating to in any way wages, commissions, bonuses, fees, expenses, accrued holiday, vacation and severance pay; (f) any liabilities or obligations for payments due or required to be made under any health, dental, vision, pension, retirement, savings or other compensation or employee benefit plan maintained by Seller or any other entity; (g) any liabilities and obligations of Seller under any contract, license, lease or other agreement which is not listed on Schedules 1.1(b)-(e) or Schedule 6.6 attached hereto; (h) any liabilities relating in any way to an injury to an employee of Seller; (i) any liability to pay any amounts under a contract or policy of insurance; and (j) any other liabilities and obligations of Seller not being specifically assumed by Buyer pursuant to Section 2.1 above. For convenience of reference, the liabilities and obligations of Seller not being assumed by Xxxxx Buyer as aforesaid are collectively called the "Excluded Obligations". Seller shall take any and all commercially reasonable actions which may be necessary to prevent any person, firm or governmental authority from having recourse against the Purchased Business, any of the Purchased Assets or against Buyer with respect to any Excluded Obligations.

Excluded Obligations. Any other provision of this Agreement to the contrary notwithstanding, Xxxxx Buyer does not assume any liability or obligation of Seller not included in the Assumed Obligations, and Schedules 1.1(c) and (e) and Schedule 5.6, including, but not limited to, the following: : (a) any liabilities and obligations of Seller for Federal, state or local taxes, fines, interest or penalties (including, without limitation, franchise, income, personal, real property, sales, use, unemployment, gross receipts, excise, payroll, withholding or other taxes); ; (b) any claims, demands, liabilities or obligations of any nature whatsoever which arose or were incurred at or before the Effective Date, or which are based on any event that occurred or existed at or before the Effective Date, or which are based on services performed by Seller at or before the Effective Date, irrespective of when a claim or demand is made (including if the claim is made after Effective Date) irrespective of whether the liability or obligation becomes manifest, after the Effective Date, and regardless of whether or not set forth or otherwise disclosed on any Schedule attached hereto (whether or not required to be so set forth or disclosed), including, but not limited to, that certain claim by Envirotrol; ; (c) any actions, suits, claims, investigations or legal, administrative or arbitration proceedings pending or threatened against Seller; ; (d) any liabilities and obligations of Seller for amounts owed to any person affiliated with Seller, in his or her capacity as an owner of Seller; ; (e) any liabilities and obligations of Seller existing at the Closing under an employment agreement, written or verbal, or relating to in any way wages, commissions, bonuses, fees, expenses, accrued holiday, vacation and severance pay; (f) any liabilities or obligations for payments due or required to be made under any health, dental, vision, pension, retirement, savings or other compensation or employee benefit plan maintained by Seller or any other entity; (g) any liabilities and obligations of Seller under any contract, license, lease or other agreement which is not listed on Schedules 1.1(b)-(e) or Schedule 6.6 attached hereto; (h) any liabilities relating in any way to an injury to an employee of Seller; (i) any liability to pay any amounts under a contract or policy of insurance; and (j) any other liabilities and obligations of Seller not being specifically assumed by Buyer pursuant to Section 2.1 above. For convenience of reference, the liabilities and obligations of Seller not being assumed by Xxxxx as aforesaid are collectively called the "Excluded Obligations". Seller shall take any and all commercially reasonable actions which may be necessary to prevent any person, firm or governmental authority from having recourse against the Purchased Business, any of the Purchased Assets or against Buyer with respect to any Excluded Obligations.3

Excluded Obligations. Any other Notwithstanding any provision of in this Agreement or any other writing to the contrary notwithstandingcontrary, Xxxxx does Purchaser is assuming only the Assumed Obligations and is not assume 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 included being assumed being herein referred to as the “Excluded Obligations”), and, notwithstanding anything to the contrary in this Section 10.3 (and without limiting the generality of the foregoing), none of the following shall be Assumed Obligations for the purposes of this Agreement and all of the following shall be deemed Excluded Obligations, and Schedules 1.1(c) and (e) and Schedule 5.6, including, but not limited to, the following: (a) any liabilities liability or obligation of Seller, or any member of any consolidated, affiliated, combined or unitary group of which Seller is or has been a member, for Taxes other than Property Taxes and obligations of Seller for Federal, state or local taxes, fines, interest or penalties Sales. Taxes that are expressly assumed by Purchaser pursuant to Section 11.3(b) and (including, without limitation, franchise, income, personal, real property, sales, use, unemployment, gross receipts, excise, payroll, withholding or other taxesc); (b) any claims, demands, liabilities or obligations of any nature whatsoever which arose or were incurred at or before the Effective Date, or which are based on any event that occurred or existed at or before the Effective Date, or which are based on services performed by Seller at or before the Effective Date, irrespective of when a claim or demand is made (including if the claim is made after Effective Date) irrespective of whether the liability or obligation becomes manifest, after relating to employee benefits or compensation arrangements existing on or prior to the Effective Closing Date, and regardless of whether or not set forth or otherwise disclosed on any Schedule attached hereto (whether or not required to be so set forth or disclosed), including, but not limited towithout limitation, that certain claim by Envirotrolany liability or obligation under any of Seller’s employee benefit agreements, plans or other employee-related arrangements; (c) except to the extent assumed by Purchaser in Section 10.2 of this Agreement, any actionsand all liabilities (whether accrued, suitscontingent, claimsabsolute, investigations determined, determinable or legalotherwise), administrative obligations or arbitration proceedings pending commitments relating to the time period prior to the Effective Date which arise under or threatened against relate in any way to any Environmental Legal Requirement and arise out of or in any way relate to (i) any of the Environmental Conditions set forth on Schedule 4.11, (ii) the current or former ownership, lease or operation by Seller;, any operator of the Assets or any of their respective predecessors or Affiliates of any business, real property or facility, other than the Assets or the Assets purchased by Purchaser hereunder, or (iii) the storage, disposal, treatment, transportation or recycling, or arrangement for any of the foregoing, of any material or substance prior to the Closing Date at any location other than the Assets. (d) all fines, penalties or other similar monetary sanctions (“Fines”) assessed by a Governmental Authority, or any liabilities criminal, punitive or exemplary damages (“Criminal Damages” and obligations together with Fines, “Fines and Damages”) that are payable to a Person other than a Party or an Affiliate of Seller for amounts owed a Party, that arise out of or relate to any person affiliated with Seller, in his the operation of the Assets or her capacity as an owner of Seller;Assets prior to the Effective Date; and (e) any liabilities and obligations of Seller existing at the Closing under an employment agreement, written liability or verbal, or obligation relating to in any way wages, commissions, bonuses, fees, expenses, accrued holiday, vacation and severance pay; (f) any liabilities or obligations for payments due or required to be made under any health, dental, vision, pension, retirement, savings or other compensation or employee benefit plan maintained by Seller or any other entity; (g) any liabilities and obligations of Seller under any contract, license, lease or other agreement which is not listed on Schedules 1.1(b)-(e) or Schedule 6.6 attached hereto; (h) any liabilities relating in any way to an injury to an employee of Seller; (i) any liability to pay any amounts under a contract or policy of insurance; and (j) any other liabilities and obligations of Seller not being specifically assumed by Buyer pursuant to Section 2.1 above. For convenience of reference, the liabilities and obligations of Seller not being assumed by Xxxxx as aforesaid are collectively called the "Excluded Obligations". Seller shall take any and all commercially reasonable actions which may be necessary to prevent any person, firm or governmental authority from having recourse against the Purchased Business, any of the Purchased Assets or against Buyer with respect to any Excluded ObligationsAsset.

Excluded Obligations. Any Except for the Assumed Obligations and other provision of this Agreement to obligations expressly assumed by Buyer in writing at the contrary notwithstandingClosing, Xxxxx does Buyer shall not assume or otherwise be liable, or be deemed to have assumed or otherwise be liable, in respect of a liability of the Seller or any liability or obligation of Seller not included in the Assumed Obligations, and Schedules 1.1(c) and (e) and Schedule 5.6its Affiliates whatsoever, including, but not limited to, the following:following (collectively, the “Excluded Obligations”): (a) any liabilities and Any Tax obligations of Seller for Federalthe Seller, state or local taxes, fines, interest or penalties (including, without limitation, franchise, including any Taxes on Seller’s income, personal, real property, sales, use, unemployment, gross receipts, excise, payroll, withholding any Taxes related to any of the shareholders or other taxes)members of the Seller and any Taxes that accrue to the Seller pursuant to Section 8.8; (b) any claims, demands, liabilities or obligations debt of any nature whatsoever which arose or were incurred at or before the Effective Date, or which are based on any event that occurred or existed at or before the Effective Date, or which are based on services performed by Seller at or before the Effective Date, irrespective of when a claim or demand is made (including if the claim is made after Effective Date) irrespective of whether the liability or obligation becomes manifest, after the Effective Date, and regardless of whether or not set forth or otherwise disclosed on any Schedule attached hereto (whether or not required to be so set forth or disclosed), including, but not limited to, that certain claim by EnvirotrolSeller; (c) any actions, suits, claims, investigations costs or legal, administrative or arbitration proceedings pending or threatened against Sellerexpenses incurred by the Seller in connection with this Agreement; (d) any liabilities and obligations liability, cost or expense related to the ownership or operation of the business of the Seller for amounts owed or the ownership of the Gold Bar North Property prior to Closing, including any liabilities, costs or expenses in respect of a breach of or default under any Contracts by the Seller prior to the Closing, or arising from or related to any person affiliated with violation of Law, breach of warranty, tort or infringement by the Seller, in his or her capacity as an owner of Seller’s prior to the Closing; (e) any environmental liabilities and obligations or any liabilities related to the Release, disposal, discharge, treatment or storage of Seller existing at Hazardous Materials to the extent the same arises out of any circumstances, events or actions occurring on or prior to the Closing under an employment agreement, written or verbal, or relating to in any way wages, commissions, bonuses, fees, expenses, accrued holiday, vacation and severance payDate; (f) any liabilities liability arising from infringement by the Seller of intellectual property rights of third parties or obligations for payments due or required breach of contract occurring at any time prior to be made under any health, dental, vision, pension, retirement, savings or other compensation or employee benefit plan maintained by Seller or any other entitythe Closing Date; (g) any liabilities and obligations of Seller under any contractliability for federal, licensestate, lease local or foreign income, excise, capital stock, property, payroll, capital gains, gross receipts, transfer, sales, mercantile, value added, capital stock, franchise or other agreement which is not listed on Schedules 1.1(b)-(e) or Schedule 6.6 attached heretotaxes; (h) any liabilities relating in any way the nature of indebtedness for borrowed money including, without limitation, bank debt, development bond debt and debt due to an injury to an employee the members or the shareholders of the Seller;; and (i) any liability to pay any amounts under a contract or policy of insurance; and (j) any other liabilities and obligations of Seller not being specifically assumed by Buyer pursuant to Section 2.1 above. For convenience of reference, the liabilities and obligations of Seller not being assumed by Xxxxx as aforesaid are collectively called the "Excluded Obligations". Seller shall take any and all commercially reasonable actions which may be necessary liabilities to prevent any person, firm member or governmental authority from having recourse against the Purchased Business, any shareholder of the Purchased Assets Seller (in their capacities as such) whether triggered by the transactions contemplated by this Agreement or against Buyer with respect to any Excluded Obligationsotherwise.

Excluded Obligations. Any other provision of this Agreement to the contrary notwithstanding, Xxxxx does The Buyer is not assume any liability or obligation of Seller not included in the Assumed Obligationsassuming, and Schedules 1.1(cthe Company shall remain fully responsible for, all past, present and future indebtedness, liabilities, obligations, contracts and commitments of the Company and any predecessors in interest of the Business, known or unknown, fixed or contingent, whether arising out of or resulting from the Business or the assets thereof or otherwise, that are not Assumed Obligations (the "Excluded Obligations") provided, however, except as specifically provided in this Agreement, that the Company shall have no liability for the operation of the Business on and (e) after the Closing Date. The Excluded Obligations shall include, without limitation, any and all liabilities set forth on Schedule 5.62.5 and any liabilities, including, but not limited arising from or related to, the following:: ------------ (a) any liabilities and obligations present or future liability or obligation of Seller the Company for FederalTaxes of any kind or nature whatsoever, whether federal, state or local taxeslocal, fines, interest or penalties (including, including without limitation, franchiseTaxes on capital gains, incomeor the income of the Company prior to or after the Closing Date (including any income realized by the Company as a result of the sale of the Business); provided, personalhowever, real property, sales, use, unemployment, gross receipts, excise, payroll, withholding or other taxes)that the Company shall have no liability for Taxes related to the Business on and after the Closing Date; (b) any claimsliabilities, demandsobligations or commitments of the Company or the Business (x) arising under any contracts, liabilities agreements or obligations commitments that are not part of the Transferred Assets, or (y) arising under or related to the Contracts or Leases to the extent related to or attributable to any nature whatsoever which arose failure by the Company or were incurred at the Business to comply with the terms thereof or to the extent related to any action or inaction of the Company or the Business on or before the Effective Closing Date, or which are based on any event that occurred or existed at or before the Effective Date, or which are based on services performed by Seller at or before the Effective Date, irrespective of when a claim or demand is made (including if the claim is made after Effective Date) irrespective of whether the liability or obligation becomes manifest, after the Effective Date, and regardless of whether or not set forth or otherwise disclosed on any Schedule attached hereto (whether or not required to be so set forth or disclosed), including, but not limited to, that certain claim by Envirotrol; (c) any actions, suits, claims, investigations liability or legal, administrative or arbitration proceedings pending or threatened against Sellerobligation relating to an Excluded Asset; (d) any liabilities debt of the Company or the Business other than accounts payable and obligations of Seller for amounts trade payables which are Assumed Obligations, and including debt, accounts payables or trade payables owed to any person affiliated with Seller, in his or her capacity as an owner Affiliate of Sellerthe Company; (e) any liabilities obligation or liability of the Company, rising from a breach of a representation or warranty herein on its part or its failure to fully, faithfully and obligations promptly perform any agreement or covenant on its part contained herein; provided, however, that this provision shall not operate to extend the period for which the Company and the Parent indemnify MedSource and Buyer for any breach of Seller existing at the Closing Company's representations, warranties, agreements and covenants contained herein beyond December 31, 2001, nor shall it operate to increase the maximum indemnification payment the Parent and the Company is obligated to pay MedSource or the Buyer under an employment agreementSection 7.8 above Seven Million, written or verbal----------- Seven Hundred Thousand and 00/000 Xxxxxx Xxxxxx Dollars (US$7,700,000) plus the Shares and, or relating to in any way wagessuch case, commissions, bonuses, fees, expenses, accrued holiday, vacation on the terms and severance pay;conditions set forth in Section 7.8. ----------- (f) any liabilities obligation or obligations for payments due liability of the Company to the extent the same arose prior to the Closing Date out of or required resulting from noncompliance with any Laws relating to be made under any healthhealth and safety standards applicable to employees, dentalemployee benefit plans, vision, pension, retirement, savings wage and hour Laws or other compensation labor related matters or employee benefit plan maintained by Seller or any other entityotherwise; (g) any liabilities and obligations obligation or liability of Seller under any contract, license, lease the Company to the extent that the Company shall actually recover monies from an insurer for such liability or other agreement which is not listed on Schedules 1.1(b)-(e) or Schedule 6.6 attached heretoobligation; (h) any liabilities relating expenses of the Company incurred in connection with consummating the sale of the Transferred Assets and Assumed Obligations to Buyer, it being understood that all such expenses (including but not limited to fees and expenses of finders such as PricewaterhouseCoopers, investment bankers, business brokers, attorneys and accountants) shall not be paid by the Company out of any way to an injury to an employee of Sellerthe Transferred Assets; (i) except as otherwise provided in Section 5.2, any pension, ----------- profit-sharing or workmen's compensation or other employee benefit or post retirement plan, and any liability to pay any amounts under a contract or policy of insurance; andobligation arising thereunder; (j) any other liabilities and obligations liability or obligation for, with respect to, related to or arising out of Seller any goods sold, shipped or delivered by the Company prior to the Closing Date, including but not being specifically assumed by Buyer pursuant limited to Section 2.1 above. For convenience any liability as a result of reference, any injury to persons or property; (k) any liability for cash overdrafts of the liabilities and obligations of Seller not being assumed by Xxxxx as aforesaid are collectively called the "Excluded Obligations". Seller shall take Company; (l) any and all commercially reasonable actions which may be necessary to prevent any person, firm liability or governmental authority from having recourse against obligation in connection with the Purchased BusinessCompany's capital leases; and (m) except as otherwise provided in Article IV, any and all liabilities in ---------- respect of the Purchased Assets or against Buyer with respect to any Excluded ObligationsEnvironmental Matters.

Excluded Obligations. Any other provision of this Agreement to the contrary notwithstanding, Xxxxx does Buyer will not assume any liability or obligation of Seller or the Purchased Business not included in the Assumed Obligations or exceeding any limit for Assumed Obligations, and Schedules 1.1(c) and (e) and Schedule 5.6, including, but not limited to, the following: (a) any liabilities and obligations of Seller for Federal, state or state, territorial, local and foreign taxes, fines, interest or penalties (including, without limitation, franchise, income, personal, real property, sales, use, unemployment, gross receipts, excise, payroll, withholding or other taxes); (b) any claims, demands, liabilities or obligations of any nature whatsoever (including, without limitation, warranty claims) which are not included in the Assumed Obligations and within the limits set forth therein and which arose or were incurred at or before the Effective DateClosing, or which are based on any event that occurred events occurring or existed conditions existing at or before the Effective DateClosing, or which are based on services performed by Seller at or before the Effective DateClosing, irrespective or which relate to goods or products of when a claim Seller shipped or demand is made delivered at or before the Closing or goods or products of Seller in transit prior to or at the Closing and delivered after the Closing, (including if 1) notwithstanding that the claim is made after Effective Date) irrespective of whether the claim, demand, liability or obligation arises or becomes manifest, manifest after the Effective Date, Closing and (2) regardless of whether or not set forth or otherwise disclosed on any Schedule attached hereto (whether or not required to be so set forth or disclosed), including, but not limited to, that certain claim by Envirotrol; (c) any actions, suits, claims, investigations or legal, administrative or arbitration proceedings pending or threatened against SellerSeller or the Purchased Business; (d) any liabilities and obligations of Seller for amounts owed to any owner or creditor of Seller or any person affiliated with Sellertherewith, in his or her such person's capacity as an owner or creditor of SellerSeller which are not specifically assumed hereunder; (e) any liabilities and obligations of Seller existing at the Closing under an employment agreement, written or verbal, or relating with respect to in any way wages, commissions, bonuses, fees, expenses, accrued holiday, vacation and severance paypay relating to employees of Seller or the Purchased Business which exceed the limits set forth above as part of the Assumed Obligations; (f) any liabilities or obligations for payments due or required to be made under any health, dental, vision, pension, retirement, savings or other compensation or employee benefit plan maintained by Seller or any other entityentity which exceed the limits set forth above as part of the Assumed Obligations; (g) any liabilities and obligations of Seller under any contractthis Agreement or with respect to or arising out of the transactions contemplated hereby, licenseexcept for the $40,000 of legal, lease or other agreement which is not listed on Schedules 1.1(b)-(eaccounting and professional fees included in Section 2.1(i) or Schedule 6.6 attached heretoas an Assumed Obligation; (h) any liabilities and obligations relating in any way to an injury to an employee of Seller; (i) any liability to pay any amounts under a contract or policy of insurancethe Excluded Assets; and (ji) any other liabilities and obligations of Seller not being specifically assumed by Buyer pursuant to Section 2.1 above. For convenience of reference, the liabilities and obligations of Seller not being assumed by Xxxxx Buyer as aforesaid are collectively called the "Excluded Obligations". ." Seller shall take any and all commercially reasonable actions which may be necessary to prevent any person, firm or governmental authority from having recourse against the Purchased Business, any of the Purchased Assets or against Buyer with respect to any Excluded ObligationsObligations and shall discharge all Excluded Obligations when they become due and payable.