Common use of Liabilities Assumed by Buyer Clause in Contracts

Liabilities Assumed by Buyer. As further consideration for consummation of the Transactions, at the Closing, Buyer shall assume and agree to thereafter pay when due and discharge the Assumed Liabilities. Buyer shall not assume nor be liable for any Liabilities of Sellers other than the Assumed Liabilities. Buyer is not a successor to Seller. Except as to the Assumed Liabilities, none of Buyer, Buyer's Representatives or its or their Affiliates shall have any liability for claims against Sellers (whether or not currently known) as a result of Buyer's purchase of the Acquired Assets or the consummation of the Transactions hereunder. The Sale Order shall provide that Buyer shall not assume or be liable for any Liabilities of Sellers other than the Assumed Liabilities. Unless otherwise expressly agreed, the Assumed Liabilities shall exclude, and Buyer shall not by this Agreement be deemed to assume or to become responsible for or subject to any liability of any of Sellers, or otherwise in respect of the Business or the Acquired Assets, of any nature, including, without limitation, the following (collectively, the "EXCLUDED LIABILITIES"): (a) any Liability for Taxes, incurred or suffered by Sellers in the conduct of, or relating to, the Business or the Acquired Assets prior to Closing or incurred by Sellers with respect to any of the transactions contemplated hereby; (b) any Liability, whether civil or criminal in nature, arising out of any actual or alleged violations by Sellers which occurred, or which are alleged to have occurred, prior to Closing, or by any previous owner of any of the Acquired Assets, of any Regulation or Order; (c) any Liability arising under any contract or agreement other than the Assumed Contracts; (d) any Liability of Sellers under unsatisfied purchase obligations; (e) any Liability of Sellers for any refunds, rebates (other than Customer Rebates), discounts or other such sums, whether falling due before or after the Closing Date; (f) any Liability of Sellers including, without limitation, inter-company interest payable and accounts payable or any liabilities owed by Sellers to any shareholder, investor, member, partner, equity participant or other Person having an interest in any of Sellers; (g) any Liability of Sellers for legal, accounting and other professional services rendered to Sellers; (h) any Liability of Sellers sought to be imposed upon Buyer or arising out of any claim to the extent based upon an event occurring, or a claim arising, (i) prior to Closing or (ii) against Buyer as a successor to Sellers or the Business for matters occurring prior to the Closing under any successor liability or similar theory of recovery; (i) any Liability relating to the Acquired Assets incurred prior to the Closing, including, without limitation, any accounts payable or other current Liabilities of Sellers and any other Liabilities of Sellers incurred in connection with its efforts to consummate the transactions contemplated hereby; (j) any Liability of Sellers arising out of indebtedness for borrowed money or otherwise other than the IRB (if assumed by Buyer); (k) any Liability relating to services rendered by, or under any Law or agreement applicable to any Person, including, without limitation, pension, termination, or severance liabilities of Sellers arising from or under any collective bargaining, union or other employee association agreement or any individual or group, sick pay, severance, termination, survivor's benefits, bonus, deferred compensation, profit sharing, stock option or purchase or other employees' benefit plan, arrangement or policy and all Liabilities of Sellers under Sellers' pension or retirement or similar plan, including, but not limited to, all unfunded past service Liabilities, all liabilities with respect to current contributions and all liabilities that will become due upon the complete or partial termination of Sellers' pension or retirement or similar plans, including all Liabilities for termination or severance required under any federal or state act or law; (l) any obligation of Sellers to indemnify any person by reason of the fact that such person was a director, officer, employee, or agent of Sellers or was serving at the request of Sellers as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter documents, bylaw, agreement or otherwise); (m) any Environmental Liabilities or any liability, whether known or unknown, for any cost associated with remediation, removal, response, corrective action, abatement, clean-up, investigative or monitoring costs, damages, penalties, fines, obligations and any claims for personal injury or damage to property related to or arising out of the generation and, transportation, storage or Release or disposal of waste or other chemicals or materials (including any Hazardous Materials) any petroleum products associated with the Real Property, the Business, the Acquired Assets or the Sellers with regard to any other property, during or prior to Sellers' ownership, use or operation of the Real Property, the Business or the Acquired Assets; and (n) any other Liability of, or relating to, Sellers, the Acquired Assets, or the Business as of the time immediately prior to the Closing.

Liabilities Assumed by Buyer. As further consideration for consummation of the Transactions, at the Closing, (a) Buyer shall assume indemnify, defend and agree hold harmless Sellers from and after the Closing against any Losses attributable to thereafter pay when due and discharge the Assumed Liabilities. Buyer shall not assume nor be liable for any Liabilities of Sellers other than the Assumed Liabilities. Buyer is not a successor to Seller. Except as to the Assumed Liabilities, none of Buyer, Buyer's Representatives or its or their Affiliates shall have any liability for claims against Sellers (whether or not currently known) as a result breach of Buyer's purchase representations and warranties or a material breach of the Acquired Assets or the consummation of the Transactions hereunder. The Sale Order shall provide Buyer's covenants under this Agreement, provided that Buyer shall not assume or be liable for (i) any Liabilities claim of Sellers other than for breach of Buyer's representations and warranties shall be void unless notice of such claim is given to Buyer within one year after the Assumed Liabilities. Unless otherwise expressly agreed, the Assumed Liabilities shall exclude, Closing Date and Buyer shall not by this Agreement be deemed to assume or to become responsible for or subject to any liability of any of Sellers, or otherwise in respect of the Business or the Acquired Assets, of any nature, including, without limitation, the following (collectively, the "EXCLUDED LIABILITIES"): (aii) any Liability claims for Taxes, incurred or suffered by Sellers in the conduct of, or relating to, the Business or the Acquired Assets prior to Closing or incurred by Sellers with respect to any breach of the transactions contemplated hereby;Buyer's representations and warranties must individually exceed Fifty Thousand Dollars ($50,000). (b) From and after the Closing Buyer agrees that it shall perform when due the Abandonment Obligations associated with the Transferred Properties that are allocated to "Buyer" as set forth in Schedule 1 attached hereto, and shall indemnify, defend and hold harmless Sellers against any Liability, whether civil Losses attributed to non-performance or criminal in nature, arising out the manner of any actual or alleged violations by Sellers which occurred, or which are alleged to have occurred, prior to Closing, or by any previous owner performance of any of the Acquired Assets, of any Regulation or Order;such Abandonment Obligations. (c) any Liability arising under any contract Buyer shall indemnify, defend and hold harmless Sellers and their Affiliates from and after the Closing against all Losses that are attributable to the ownership, use, operation, maintenance, improvement or agreement other than abandonment of the Assumed Contracts;Transferred Properties and the Partnerships' Facilities on and after the Closing Date, including offsite transportation, storage, treatment and disposal of Subject Materials from such properties on and after the Closing Date. (d) any Liability of Buyer shall indemnify, defend and hold Sellers under unsatisfied purchase obligations; (e) any Liability of Sellers for any refunds, rebates (other than Customer Rebates), discounts or other such sums, whether falling due before or after the Closing Date; (f) any Liability of Sellers including, without limitation, inter-company interest payable and accounts payable or any liabilities owed by Sellers their Affiliates harmless from and against all Losses attributable to any shareholder, investor, member, partner, equity participant or other Person having an interest in any of Sellers; (g) any Liability of Sellers for legal, accounting and other professional services rendered to Sellers; (h) any Liability of Sellers sought to be imposed upon Buyer or arising out of any claim to the extent based upon an event occurring, or a claim arising, (i) prior Buyer's employee selection and offer process and actions taken by Buyer and its Affiliates relating to Closing employees or former employees of Sellers or their Affiliates, (ii) against Buyer as a successor to Buyer's use of employee records or other records maintained by Sellers or their Affiliates that have been provided to Buyer and (iii) the Business for matters occurring prior to the Closing under actions of any successor liability or similar theory of recovery; (i) any Liability relating to the Acquired Assets incurred prior to the Closing, including, without limitation, any accounts payable or other current Liabilities employees of Sellers or their Affiliates acting on Buyer's behalf and any other Liabilities of Sellers incurred at Buyer's direction in connection with its efforts to consummate the transactions contemplated hereby; (j) any Liability of Sellers arising out of indebtedness for borrowed money or otherwise other than the IRB (if assumed by Buyer); (k) any Liability relating to services rendered by, or under any Law or agreement applicable to any Person, including, without limitation, pension, termination, or severance liabilities of Sellers arising from or under any collective bargaining, union or other 's employee association agreement or any individual or group, sick pay, severance, termination, survivor's benefits, bonus, deferred compensation, profit sharing, stock option or purchase or other employees' benefit plan, arrangement or policy selection and all Liabilities of Sellers under Sellers' pension or retirement or similar plan, including, but not limited to, all unfunded past service Liabilities, all liabilities with respect to current contributions and all liabilities that will become due upon the complete or partial termination of Sellers' pension or retirement or similar plans, including all Liabilities for termination or severance required under any federal or state act or law; (l) any obligation of Sellers to indemnify any person by reason of the fact that such person was a director, officer, employee, or agent of Sellers or was serving at the request of Sellers as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter documents, bylaw, agreement or otherwise); (m) any Environmental Liabilities or any liability, whether known or unknown, for any cost associated with remediation, removal, response, corrective action, abatement, clean-up, investigative or monitoring costs, damages, penalties, fines, obligations and any claims for personal injury or damage to property related to or arising out of the generation and, transportation, storage or Release or disposal of waste or other chemicals or materials (including any Hazardous Materials) any petroleum products associated with the Real Property, the Business, the Acquired Assets or the Sellers with regard to any other property, during or prior to Sellers' ownership, use or operation of the Real Property, the Business or the Acquired Assets; and (n) any other Liability of, or relating to, Sellers, the Acquired Assets, or the Business as of the time immediately prior to the Closingoffer process.

Liabilities Assumed by Buyer. As further consideration for consummation of Buyer will assume, upon the Transactionsterms and subject to the conditions set forth herein, at the Closing, Buyer shall assume and agree will perform or satisfy (or cause to thereafter pay when due be performed or satisfied) thereafter, only the following liabilities and discharge obligations: (i) all liabilities and obligations of Seller under the Assumed Liabilities. Buyer shall not assume nor be liable for any Liabilities of Sellers other than the Assumed Liabilities. Buyer is not a successor to Seller. Except as to the Assumed Liabilities, none of Buyer, Buyer's Representatives or its or their Affiliates shall have any liability for claims against Sellers (whether or not currently known) as a result of Buyer's purchase of the Acquired Assets or the consummation of the Transactions hereunder. The Sale Order shall provide that Buyer shall not assume or be liable for any Liabilities of Sellers other than the Assumed Liabilities. Unless otherwise expressly agreed, the Assumed Liabilities shall exclude, and Buyer shall not by this Agreement be deemed to assume or to become responsible for or subject to any liability of any of Sellers, or otherwise in respect of the Business or the Acquired Assets, of any nature, including, without limitation, the following (collectively, the "EXCLUDED LIABILITIES"): (a) any Liability for Taxes, incurred or suffered by Sellers in the conduct of, or relating to, the Business or the Acquired Assets prior to Closing or incurred by Sellers Contracts with respect to any of the transactions contemplated hereby; (b) any Liability, whether civil or criminal in nature, arising out of any actual or alleged violations by Sellers which occurred, or which are alleged to have occurred, prior to Closing, or by any previous owner of any of the Acquired Assets, of any Regulation or Order; (c) any Liability arising under any contract or agreement other than the Assumed Contracts; (d) any Liability of Sellers under unsatisfied purchase obligations; (e) any Liability of Sellers for any refunds, rebates (other than Customer Rebates), discounts or other such sums, whether falling due before period beginning on or after the Closing Date, except as described in Section 1.4; (fii) any Liability except as otherwise provided in this Agreement, all liabilities, obligations, claims, demands and causes of Sellers includingaction arising from and accruing with respect to the functioning, without limitation, inter-company interest payable use and accounts payable operation of the Assets by Buyer on and after the Closing Date; and (iii) all liabilities or any liabilities owed by Sellers obligations with respect to any shareholder, investor, member, partner, equity participant or other Person having an interest in any of SellersTaxes for which Buyer is liable pursuant to Section 7.6; (giv) any Liability the liabilities of Sellers for legal, accounting and other professional services rendered to SellersSeller set forth on Schedule 2.1; (hv) any Liability of Sellers sought obligations related to be imposed upon Buyer products sold by Seller and returned for credit, exchange or arising out of any claim to the extent based upon an event occurring, or a claim arising, repair (i) prior to Closing or (ii) against Buyer as a successor to Sellers or the Business for matters occurring prior to the Closing under any successor excluding product liability or similar theory of recovery; (i) any Liability relating to the Acquired Assets incurred prior to the Closing, including, without limitation, any accounts payable or other current Liabilities of Sellers and any other Liabilities of Sellers incurred in connection with its efforts to consummate the transactions contemplated hereby; (j) any Liability of Sellers arising out of indebtedness for borrowed money or otherwise other than the IRB (if assumed by Buyerclaims); (kvi) any Liability relating to services rendered by, liability or obligation of Buyer based upon or arising under any Law or agreement applicable to any Person, including, without limitation, pension, termination, or severance liabilities of Sellers arising from or under any collective bargaining, union or other employee association agreement or any individual or group, sick pay, severance, termination, survivor's benefits, bonus, deferred compensation, profit sharing, stock option or purchase or other employees' benefit plan, arrangement or policy and all Liabilities of Sellers under Sellers' pension or retirement or similar plan, including, but not limited to, all unfunded past service Liabilities, all liabilities with respect to current contributions and all liabilities that will become due upon the complete or partial termination of Sellers' pension or retirement or similar plans, including all Liabilities for termination or severance required under any federal or state act or lawthis Agreement; (lvii) any obligation of Sellers to indemnify any person by reason of the fact that such person was a director, officer, employee, or agent of Sellers or was serving at the request of Sellers as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is purchase orders for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter documents, bylaw, agreement or otherwise); (m) any Environmental Liabilities or any liability, whether known or unknown, for any cost associated with remediation, removal, response, corrective action, abatement, clean-up, investigative or monitoring costs, damages, penalties, fines, obligations and any claims for personal injury or damage to property related to or arising out of the generation and, transportation, storage or Release or disposal of waste or other chemicals or materials (including any Hazardous Materials) any petroleum products associated with the Real Property, the Business, the Acquired Assets or the Sellers with regard to any other property, during or prior to Sellers' ownership, use or operation of the Real Property, the Business or the Acquired AssetsGoods On Order; and (nviii) returns of products sold by Seller. All of the foregoing liabilities and obligations of Seller to be assumed by Buyer hereunder are hereinafter collectively referred to as the "Assumed Liabilities." Buyer will not assume or in any way be liable or responsible for: (x) any liabilities or obligations of Seller relating to the Assets or Seller or any claims in respect thereof, other Liability ofthan Assumed Liabilities or (y) any liabilities, obligations or relating toclaims of or against Seller, Sellersother than Assumed Liabilities, the Acquired Assets, which may be asserted against or the Business as imposed upon Buyer by reason of its being a successor to or transferee of Seller or an acquiror of the time immediately prior to the ClosingAssets.

Liabilities Assumed by Buyer. As further consideration for consummation Except as otherwise provided in Section 1.7, on the Closing Date but effective as of the Transactions, at the ClosingTransfer Date, Buyer shall assume and agree to thereafter pay pay, perform, and discharge when due all direct and discharge indirect debts, liabilities and obligations of Seller or its applicable subsidiaries as of the Transfer Date of every kind, nature and description, to the extent primarily or exclusively related to or primarily or exclusively arising out of the Business (collectively, the "Assumed Liabilities. Buyer shall not assume nor be liable for "), whether arising before or after the Transfer Date and whether known or unknown, fixed or contingent, express or implied, accrued or unaccrued, liquidated or unliquidated, including: (a) All debts, liabilities and obligations of Seller or any Liabilities of Sellers Selling Subsidiary under contracts or other than the Assumed Liabilities. Buyer is not a successor to Seller. Except as legally binding commitments to the Assumed Liabilitiesextent primarily or exclusively related to or primarily or exclusively arising out of the Business, none including the portions of Buyerthe Xxxxxxx Agreement and the State and Local Tax Benefit Agreements allocable to the Business; (b) All accounts payable of Seller or any Selling Subsidiary to the extent primarily or exclusively relating to or primarily or exclusively arising out of operations of the Business; (c) All debts, Buyer's Representatives liabilities and obligations with respect to any and all products sold or its or their Affiliates shall have any liability for claims against Sellers serviced (whether or not currently knownunder warranty) as a result of Buyer's purchase by Seller or any Selling Subsidiary in respect of the Acquired Assets or the consummation Business at any time, including obligations and liabilities for and with respect to any refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability, product liability, infringement of the Transactions hereunder. The Sale Order shall provide proprietary rights of others and other claims, PROVIDED that Buyer shall not assume liability for product liability claims (including with respect to personal injury, including bodily injury, death or be liable for property damage) arising from the use or operation of products sold or serviced by Seller or any Liabilities Selling Subsidiary in connection with the Business to the extent such claims arise out of Sellers other than losses or injuries which occurred on or prior to the Assumed Liabilities. Unless otherwise expressly agreedTransfer Date; (d) All debts, liabilities and obligations with respect to all actions, suits, proceedings, disputes, claims, or investigations that are primarily or exclusively related to or arise primarily or exclusively out of or in connection with MTG, the Assumed Liabilities shall excludeBusiness or the Purchased Assets, at law, in equity or otherwise, to the extent the same is not covered by the proviso in paragraph (c) above and Buyer shall is not by this Agreement be deemed a "Pending Litigation Matter" (as defined in Section 1.7(h)); (e) All debts, liabilities and obligations to assume or provide pension benefits to become responsible Seller's employees employed at its Offenbach, Germany office; liability for or subject accrued wages, salary, vacation pay and sick pay with respect to any liability "Continuing Employee" (as defined in Section 8.5(a)(i)), to the extent set forth on the Final Closing Balance Sheet; all other debts, liabilities and obligations arising out of or relating to any complaints, claims, actions or suits of Sellerscurrent and former employees, including without limitation "Pre-Closing Employee Claims" (as defined in Section 8.5(b)), or otherwise in respect of connection with employment to the Business or extent the Acquired Assets, of any nature, including, without limitation, the following same is not a Pending Litigation Matter; and those liabilities specifically assumed by Buyer pursuant to Section 8.5 (collectively, the "EXCLUDED LIABILITIESAssumed Employee Obligations"): (a) any Liability for Taxes, incurred or suffered by Sellers in the conduct of, or relating to, the Business or the Acquired Assets prior to Closing or incurred by Sellers with respect to any of the transactions contemplated hereby; (b) any Liability, whether civil or criminal in nature, arising out of any actual or alleged violations by Sellers which occurred, or which are alleged to have occurred, prior to Closing, or by any previous owner of any of the Acquired Assets, of any Regulation or Order; (c) any Liability arising under any contract or agreement other than the Assumed Contracts; (d) any Liability of Sellers under unsatisfied purchase obligations; (e) any Liability of Sellers for any refunds, rebates (other than Customer Rebates), discounts or other such sums, whether falling due before or after the Closing Date; (f) any Liability of Sellers includingAll debts, without limitationliabilities and obligations arising under "Environmental Laws" (as defined in Section 3.6(f)) and related to the Business, inter-company interest payable and accounts payable or any liabilities owed by Sellers to any shareholder, investor, member, partner, equity participant or other Person having an interest in any of Sellers; (g) any Liability of Sellers for legal, accounting and other professional services rendered to Sellers; (h) any Liability of Sellers sought to be imposed upon Buyer or arising out of any claim except to the extent based upon an event occurring, or a claim arising, the same constitutes either (i) prior to Closing a misrepresentation or breach of a warranty under Section 3.6(f) or (ii) against Buyer a "Known Environmental Liability" (as a successor to Sellers or the Business for matters occurring prior to the Closing under any successor liability or similar theory of recovery; (i) any Liability relating to the Acquired Assets incurred prior to the Closing, including, without limitation, any accounts payable or other current Liabilities of Sellers and any other Liabilities of Sellers incurred defined in connection with its efforts to consummate the transactions contemplated hereby; (j) any Liability of Sellers arising out of indebtedness for borrowed money or otherwise other than the IRB (if assumed by BuyerSection 1.7(g)); (k) any Liability relating to services rendered by, or under any Law or agreement applicable to any Person, including, without limitation, pension, termination, or severance liabilities of Sellers arising from or under any collective bargaining, union or other employee association agreement or any individual or group, sick pay, severance, termination, survivor's benefits, bonus, deferred compensation, profit sharing, stock option or purchase or other employees' benefit plan, arrangement or policy and all Liabilities of Sellers under Sellers' pension or retirement or similar plan, including, but not limited to, all unfunded past service Liabilities, all liabilities with respect to current contributions and all liabilities that will become due upon the complete or partial termination of Sellers' pension or retirement or similar plans, including all Liabilities for termination or severance required under any federal or state act or law; (l) any obligation of Sellers to indemnify any person by reason of the fact that such person was a director, officer, employee, or agent of Sellers or was serving at the request of Sellers as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter documents, bylaw, agreement or otherwise); (m) any Environmental Liabilities or any liability, whether known or unknown, for any cost associated with remediation, removal, response, corrective action, abatement, clean-up, investigative or monitoring costs, damages, penalties, fines, obligations and any claims for personal injury or damage to property related to or arising out of the generation and, transportation, storage or Release or disposal of waste or other chemicals or materials (including any Hazardous Materials) any petroleum products associated with the Real Property, the Business, the Acquired Assets or the Sellers with regard to any other property, during or prior to Sellers' ownership, use or operation of the Real Property, the Business or the Acquired Assets; and (n) any other Liability of, or relating to, Sellers, the Acquired Assets, or the Business as of the time immediately prior to the Closing.

Liabilities Assumed by Buyer. As further consideration for consummation Upon the terms and subject to the conditions of this Agreement, effective as of the Transactions, at the ClosingEffective Date, Buyer shall assume and agree be obligated pursuant to thereafter this Agreement to pay when due due, perform or discharge any and discharge the Assumed Liabilities. Buyer shall not assume nor be liable for any all Liabilities of Sellers Seller (other than the Assumed Excluded Liabilities. Buyer is not a successor to Seller. Except as ), to the Assumed Liabilities, none of Buyer, Buyer's Representatives extent relating to or its or their Affiliates shall have any liability for claims against Sellers (whether or not currently known) as a result of Buyer's purchase arising out of the Acquired Assets or the consummation of the Transactions hereunder. The Sale Order shall provide that Buyer shall not assume or be liable for any Liabilities of Sellers other than the Assumed Liabilities. Unless otherwise expressly agreed, the Assumed Liabilities shall exclude, and Buyer shall not by this Agreement be deemed to assume or to become responsible for or subject to any liability of any of Sellers, or otherwise in respect operation of the Business or the Acquired ownership of the Purchased Assets, whether such Liabilities were or are incurred or accrued prior to or following the Effective Date (collectively, the “Assumed Liabilities”). The Assumed Liabilities include: (i) product liability, any warranty, service or upgrade obligations or any other Liability with respect to the Inventory and any and all products manufactured, distributed, shipped, consigned, sold or licensed in the conduct of the Business or any services rendered by Seller or any Purchased Subsidiary in connection with the Business, whether occurring prior to or following the Effective Date; (ii) all Taxes incurred, accrued or due in connection with the operation of the Business and ownership of the Purchased Assets, including all Taxes incurred, accrued or due in jurisdictions not part of the United States and all Transfer Taxes, other than Taxes imposed on the income of Seller or any Purchased Subsidiary included in a consolidated return filed or to be filed by Seller; (iii) all Liabilities in connection with, arising under or pursuant to, the Purchased IP Rights, whether or not occurring prior to the Effective Date, including but not limited to, Liabilities with respect to intellectual property infringement; (iv) all Liabilities of Seller arising out of the termination of employment of any natureTransferred Employee, including any and all claims made by a Transferred Employee against Seller alleging wrongful termination or that Seller failed to provide any advance notice of termination of employment required under applicable law, including, without limitation, under the following (collectively, the "EXCLUDED LIABILITIES"): (a) any Liability for Taxes, incurred or suffered by Sellers in the conduct of, or relating to, the Business federal WARN Act or the Acquired Assets prior to Closing or incurred by Sellers with respect to any of the transactions contemplated herebyCalifornia WARN Act; (bv) any Liability, whether civil or criminal in nature, arising out of any actual or alleged violations by Sellers which occurred, or which are alleged to have occurred, prior to Closing, or by any previous owner of any all trade payables and accrued Liabilities of the Acquired Assets, of any Regulation or OrderBusiness; (cvi) any Liability arising and all Liabilities, whenever incurred, under any contract or agreement other than the Assumed Purchased Contracts; (dvii) any Liability of Sellers under unsatisfied purchase obligations; (e) any Liability of Sellers for any refunds, rebates (other than Customer Rebates), discounts or other such sums, whether falling due before or after the Closing Date; (f) any Liability of Sellers including, without limitation, inter-company interest payable and accounts payable or any liabilities owed by Sellers to any shareholder, investor, member, partner, equity participant or other Person having an interest in any of Sellers; (g) any Liability of Sellers for legal, accounting and other professional services rendered to Sellers; (h) any Liability of Sellers sought to be imposed upon Buyer or arising out of any claim to the extent based upon an event occurring, or a claim arising, (i) prior to Closing or (ii) against Buyer as a successor to Sellers or the Business for matters occurring prior to the Closing under any successor liability or similar theory of recovery; (i) any Liability relating to the Acquired Assets incurred prior to the Closing, including, without limitation, any accounts payable or other current Liabilities of Sellers and any other Liabilities of Sellers incurred in connection with its efforts to consummate the transactions contemplated hereby; (j) any Liability of Sellers arising out of indebtedness for borrowed money or otherwise other than the IRB (if assumed by Buyer); (k) any Liability relating to services rendered by, or under any Law or agreement applicable to any Person, including, without limitation, pension, termination, or severance liabilities of Sellers arising from or under any collective bargaining, union or other employee association agreement or any individual or group, sick pay, severance, termination, survivor's benefits, bonus, deferred compensation, profit sharing, stock option or purchase or other employees' benefit plan, arrangement or policy and all Liabilities of Sellers under Sellers' pension or retirement or similar plan, including, but not limited to, all unfunded past service Liabilities, all liabilities with respect to current contributions and all liabilities that will become due upon whenever incurred, under the complete or partial termination of Sellers' pension or retirement or similar plans, including all Liabilities for termination or severance required under any federal or state act or law; (l) any obligation of Sellers to indemnify any person by reason of the fact that such person was a director, officer, employee, or agent of Sellers or was serving at the request of Sellers as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter documents, bylaw, agreement or otherwise); (m) any Environmental Liabilities or any liability, whether known or unknown, for any cost associated with remediation, removal, response, corrective action, abatement, cleanPurchased Out-up, investigative or monitoring costs, damages, penalties, fines, obligations and any claims for personal injury or damage to property related to or arising out of the generation and, transportation, storage or Release or disposal of waste or other chemicals or materials (including any Hazardous Materials) any petroleum products associated with the Real Property, the Business, the Acquired Assets or the Sellers with regard to any other property, during or prior to Sellers' ownership, use or operation of the Real Property, the Business or the Acquired AssetsBound Licenses; and (nviii) any other Liability of, or relating to, Sellers, the Acquired Assets, or the Business as all Liabilities of the time immediately prior to the ClosingPurchased Subsidiaries.

Liabilities Assumed by Buyer. As further consideration for consummation Upon the terms and subject to the conditions of this Agreement, and in reliance on the representations, warranties, covenants and agreements made by Seller herein, effective as of the Transactions, at the ClosingClosing Date, Buyer shall assume and agree be obligated pursuant to thereafter this Agreement to pay when due due, perform or discharge only the debts, claims, liabilities, obligations and discharge expenses described below and on Schedule 1.1(c) (collectively, the “Assumed Liabilities”): (i) (A) product liability for the Inventory; and (B) executory obligations arising from the Assumed Liabilities. Buyer shall not assume nor Contracts which are to be liable for any Liabilities of Sellers other than performed after the Assumed Liabilities. Buyer is not a successor to Seller. Except as to the Assumed LiabilitiesClosing Date; provided, none of Buyerhowever, Buyer's Representatives or its or their Affiliates shall have any liability for claims against Sellers (whether or not currently known) as a result of Buyer's purchase of the Acquired Assets or the consummation of the Transactions hereunder. The Sale Order shall provide that Buyer shall not assume any (x) accrued legal costs or be liable expenses related to any Excluded Liabilities, or (y) obligations arising from any Contracts attributable or relating to the Business, the rights to which are not, for any Liabilities reason, assigned to Buyer as required pursuant to the terms of Sellers other than the Assumed Liabilities. Unless otherwise expressly agreed, the Assumed Liabilities shall exclude, and Buyer shall not by this Agreement be deemed to assume or to become responsible for or Agreement; (ii) Buyer’s share of Transfer Taxes in accordance with Section 1.3; (iii) subject to any liability of any of SellersSection 7.8, all Liabilities in connection with, arising under or otherwise in respect of the Business or the Acquired Assets, of any nature, including, without limitation, the following (collectively, the "EXCLUDED LIABILITIES"): (a) any Liability for Taxes, incurred or suffered by Sellers in the conduct of, or relating pursuant to, the Business Seller Intellectual Property comprising a portion of the Purchased Assets, whether or the Acquired Assets not occurring prior to Closing or incurred by Sellers with respect to any of the transactions contemplated hereby; (b) any Liability, whether civil or criminal in nature, arising out of any actual or alleged violations by Sellers which occurred, or which are alleged to have occurred, prior to Closing, or by any previous owner of any of the Acquired Assets, of any Regulation or Order; (c) any Liability arising under any contract or agreement other than the Assumed Contracts; (d) any Liability of Sellers under unsatisfied purchase obligations; (e) any Liability of Sellers for any refunds, rebates (other than Customer Rebates), discounts or other such sums, whether falling due before or after the Closing Date; (fiv) any Liability all Liabilities of Sellers includingSeller with respect to accrued vacation and severance, without limitationif any, inter-company interest payable and accounts payable or any liabilities owed by Sellers to any shareholder, investor, member, partner, equity participant or other Person having an interest in any of Sellersall the Retained Employees; (gv) any Liability all Liabilities of Sellers for legalSeller with respect to its office leases in Schaumburg, accounting Illinois, Cheshire, England, and other professional services rendered to SellersMaidenhead, England; (hvi) any Liability of Sellers sought to be imposed upon Buyer or arising out of any claim to the extent based upon an event occurring, or a claim arising, (i) prior to Closing or (ii) against Buyer as a successor to Sellers or the Business for matters occurring prior to the Closing under any successor liability or similar theory of recovery; (i) any Liability relating to the Acquired Assets incurred prior to the Closing, including, without limitation, any accounts payable or other current Liabilities of Sellers and any other Liabilities of Sellers incurred in connection with its efforts Seller to consummate the transactions contemplated hereby; (j) any Liability of Sellers arising out of indebtedness for borrowed money accept returns or otherwise other than the IRB (if assumed by Buyer); (k) any Liability relating to provide product warranty services rendered by, or under any Law or agreement applicable to any Person, including, without limitation, pension, termination, or severance liabilities of Sellers arising from or under any collective bargaining, union or other employee association agreement or any individual or group, sick pay, severance, termination, survivor's benefits, bonus, deferred compensation, profit sharing, stock option or purchase or other employees' benefit plan, arrangement or policy and all Liabilities of Sellers under Sellers' pension or retirement or similar plan, including, but not limited to, all unfunded past service Liabilities, all liabilities with respect to current contributions and all liabilities that will become due upon the complete or partial termination of Sellers' pension or retirement or similar plans, including all Liabilities for termination or severance required under any federal or state act or law; (l) any obligation of Sellers to indemnify any person by reason customers of the fact that such person was a directorBusiness, officer, employee, regardless of when the products or agent of Sellers or was serving at the request of Sellers as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter documents, bylaw, agreement or otherwise); (m) any Environmental Liabilities or any liability, whether known or unknown, for any cost associated with remediation, removal, response, corrective action, abatement, clean-up, investigative or monitoring costs, damages, penalties, fines, obligations and any claims for personal injury or damage to property related to or arising out of the generation and, transportation, storage or Release or disposal of waste or other chemicals or materials (including any Hazardous Materials) any petroleum products services associated with the Real Property, the Business, the Acquired Assets or the Sellers with regard to any other property, during or prior to Sellers' ownership, use or operation of the Real Property, the Business or the Acquired Assetswere purchased; and (nvii) any all current trade accounts payable, current accrued expenses and other Liability ofcurrent liabilities, or relating to, Sellers, in each case to the Acquired Assets, or extent related to the Business as arising in the ordinary course of business consistent with past practice and calculated in accordance with GAAP (the time immediately prior “Accounts Payable”). Buyer shall indemnify Seller with respect to the ClosingAssumed Liabilities in accordance with Article VII. Seller shall retain (and thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms, and indemnify Buyer with respect thereto in accordance with Article VII hereof), all other liabilities not specifically identified above and/or on Schedule 1.1(c).