Common use of Liabilities Not Assumed by Purchaser Clause in Contracts

Liabilities Not Assumed by Purchaser. Except as expressly provided in SECTION 4.1 hereof, Purchaser does not assume or agree to pay, perform or discharge, and shall not be responsible for, any other liabilities or obligations of Seller of any nature whatsoever, whether accrued, absolute, contingent or otherwise, including, without limitation, liabilities or obligations based on, arising out of or in connection with the following (collectively, the "EXCLUDED LIABILITIES"): (a) any indebtedness (whether short-term or long-term) for borrowed money, together with all interest thereon, including but not limited to the Retired Debt; (b) any Taxes for which Seller is liable (taking into account the provisions of SECTION 7.2(a) hereof); (c) any prepayment penalties or other liabilities related to retiring or extinguishing any indebtedness of Seller including, without limitation, the Retired Debt; (d) any liabilities arising out of or in connection with periods or activity prior to the Closing Date related to OSHA, EEOC, EPA or any other Governmental Authority, or any violation of law, and any unrecorded liabilities or contingencies that are not expressly identified on SCHEDULE 4.1(a); (e) any liability or obligation (contingent or otherwise) of Seller arising out of any claim, litigation, or proceeding threatened or pending on or before the Closing Date or any claim, litigation, or proceeding threatened or initiated after the Closing Date to the extent based on an act or omission of Seller or any current or former officer, director, employee, agent or representative of Seller, or the operation of the Business and/or Acquisition Assets occurring before the Closing Date, whether or not set forth on SCHEDULE 5.10; (f) any claims or conditions arising under or relating to Environmental Laws or similar legal requirements attributable or relating to the Acquisition Assets (including, without limitation, the operation thereof) or the business of Seller, including any liability or obligation resulting from Environmental Laws with respect to the Business Property arising after the Closing Date resulting from, caused by or related to any act or omission of Seller or any current or former officer, director, employee, agent, representative, tenant or invitee of Seller which occurred prior to the Closing Date, or the continuation of practices or operations with respect to the Acquisition Assets or the Business Property, that were occurring or in effect on or prior to the Closing Date; (g) any liability arising out of or in connection with Seller's defective performance of any Contract or any express or implied warranty with respect to performance of any Contract prior to the Closing Date; (h) any unpaid Transaction Expenses; (i) any liability or obligation arising out of any employee benefit plan (as defined in ERISA) and all other similar benefit plans, programs, arrangements or commitments (whether written or oral) of Seller; (j) any contingent or unknown liability of Seller; and (k) any liability or obligation under or in connection with or related to the Excluded Assets.

Liabilities Not Assumed by Purchaser. Except as expressly provided in SECTION 4.1 hereofNotwithstanding anything to the contrary contained herein, Purchaser does shall not assume any duties, obligations or agree to pay, perform or discharge, and shall not be responsible for, any other liabilities or obligations of Seller or Seller’s Affiliates’ of any nature whatsoeverkind, whether accruedknown, absoluteunknown, contingent or otherwise, not specifically identified herein or in the exhibits or schedules hereto, including without limitation, the following liabilities or obligations (the “Excluded Liabilities”): (a) liabilities or obligations not relating to the Transferred Assets or the Assumed Liabilities; (b) liabilities attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) prior to the Effective Time; (c) liabilities or obligations attributable to any actions, causes of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) arising, commencing or resulting from the operations of the Branch Offices prior to the Effective Time; (d) liabilities or obligations relating to Taxes (as defined in Section 10.6) (including, without limitation, Tax accruals) of Seller (or any of its Affiliates) for all taxable periods and for Taxes of Seller relating to or incurred in connection with the ownership, business or operations of the Transferred Assets or the Assumed Liabilities during the period Seller has operated the Branch Offices (the “Ownership Period”); (e) liabilities or obligations relating to violations of Environmental Laws (as defined in Section 10.6), any contamination of soils, groundwater, surface water, or sediments with Hazardous Substances (as defined in Section 10.6), or any liabilities arising under Environmental Laws or in connection with Hazardous Substances to the extent any of the acts, omissions, facts, issues or conditions giving rise to the foregoing are a result of Seller’s intentional acts or omissions occurring prior to the Effective Time; (f) liabilities or obligations arising from or related to any current or former employee of Seller, including, without limitation, any termination thereof by Seller or any of its Affiliates prior to or after the Effective Time; (g) liabilities or obligations based onof Seller with respect to any Fiduciary Relationship arising, arising out commencing or resulting from the operations of the Branch Offices prior to the Effective Time; (h) Seller’s letters of credit issued prior to the Closing, consignments of U.S. Government “E” and “EE” bonds and any and all traveler’s checks; (i) deposit accounts associated with qualified retirement plans where Seller is the trustee of such plan or the sponsor of a prototype plan used by such plan; or (j) (i) in respect of compensation and benefits of Employees (as defined in Section 5.6) (including the employment or termination of any Employee, in the case of each Employee who is not a Transferred Employee, relating to any period, and in the case of a Transferred Employee relating to any period prior to the time such Employee became employed by Purchaser as contemplated hereby) and (ii) for Losses (as defined in Section 9.1 hereof) with respect to (A) the benefit plans of Seller or its Affiliates in which any Employee has participated, including Losses in respect of such plans that arise under the Employee Retirement Income Security Act of 1974 and the rules and regulations thereunder (“ERISA”) or the continuation coverage requirements of COBRA or (B) pay or pay in lieu of notice under the Worker Adjustment and Retraining Notification Act of 1988 in connection with Employee terminations, in each case whether arising before or after the following (collectively, the "EXCLUDED LIABILITIES"): (a) any indebtedness (whether short-term or long-term) for borrowed money, together with all interest thereon, including but not limited to the Retired Debt; (b) any Taxes for which Seller is liable (taking into account the provisions of SECTION 7.2(a) hereof); (c) any prepayment penalties or other liabilities related to retiring or extinguishing any indebtedness of Seller including, without limitation, the Retired Debt; (d) any liabilities arising out of or in connection with periods or activity prior to the Closing Date related to OSHA, EEOC, EPA or any other Governmental Authority, or any violation of lawEffective Time, and any unrecorded liabilities or contingencies that are not expressly identified on SCHEDULE 4.1(a); (e) any liability or obligation (contingent or otherwise) of Seller arising out of any claim, litigation, or proceeding threatened or pending on or before the Closing Date or any claim, litigation, or proceeding threatened or initiated after the Closing Date in each case to the extent based on an act or omission relating to the employment of the Employees by Seller or any current or former officer, director, employee, agent or representative of Seller, or its Affiliates. Without limiting the operation generality of the Business and/or Acquisition Assets occurring before foregoing, it is the Closing Dateintention that the assumption by Purchaser of the Assumed Liabilities shall not in any way enlarge the rights of any third parties relating thereto. Nothing contained in this Agreement shall prevent any party hereto from contesting matters relating to the Assumed Liabilities with any third party obligee. From and after the Effective Time, whether subject to ARTICLE IX hereof, Purchaser shall have complete control over the payment, settlement or not set forth on SCHEDULE 5.10; (f) other disposition of the Assumed Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto and Seller shall have complete control over the payment, settlement or other disposition of the Excluded Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto; provided, however, that no resolution of any claims condition or conditions arising under or violation relating to Environmental Laws or similar legal requirements attributable Hazardous Substances shall restrict, impair or relating to the Acquisition Assets (includingburden Purchaser’s use, without limitation, the operation thereof) enjoyment or the business of Seller, including any liability or obligation resulting from Environmental Laws value with respect to the Business Property arising after the Closing Date resulting from, caused by or related to any act or omission of Seller or any current or former officer, director, employee, agent, representative, tenant or invitee of Seller which occurred prior to the Closing Date, or the continuation of practices or operations with respect to the Acquisition Assets or the Business Property, that were occurring or in effect on or prior to the Closing Date; (g) any liability arising out of or in connection with Seller's defective performance of any Contract or any express or implied warranty with respect to performance of any Contract prior to the Closing Date; (h) any unpaid Transaction Expenses; (i) any liability or obligation arising out of any employee benefit plan (as defined in ERISA) and all other similar benefit plans, programs, arrangements or commitments (whether written or oral) of Seller; (j) any contingent or unknown liability of Seller; and (k) any liability or obligation under or in connection with or related to the Excluded AssetsBranch Offices.

Liabilities Not Assumed by Purchaser. Except as expressly otherwise provided in SECTION 4.1 4.2 hereof, Purchaser does not assume or agree to pay, perform or discharge, and shall not be responsible for, any other liabilities commitments, contracts, agreements or obligations of or claims against, or liabilities of, Seller of any nature or the Shareholders whatsoever, whether accrued, absolute, contingent or otherwise, including, including without limitation, liabilities or obligations based on, arising out of or in connection with the following (collectively, the "EXCLUDED LIABILITIES"): (a) any sales, use, income, franchise or other tax or charge, if any, which may become payable by Seller or the Shareholders by reason of the sale and transfer of the Acquisition Assets under federal law or under the laws of any state, or may be imposed upon Seller or the Shareholders by reason of receipt of the Purchase Price or relief from any liability pursuant to this Agreement; (b) any of the costs and expenses incurred in connection with the future operations of Seller, and the costs and expenses of Seller and the Shareholders incurred in negotiating, entering into and carrying out their obligations pursuant to this Agreement; (c) the trade accounts payable, accrued liabilities and any other liabilities of Seller incurred in the course of Seller's operations as of the Closing Date, any indebtedness (whether short-term or long-term) for borrowed money, together with all interest thereon, including but not limited to the Retired Debt; (bd) any commitments related to events occurring prior to the Closing Date pursuant to the Contracts; (e) any Taxes for which Seller is liable (taking into account the provisions of SECTION 7.2(a7.2(A) hereof); (cf) any prepayment penalties or other liabilities related to retiring or extinguishing any indebtedness of Seller including, without limitation, the Retired DebtSeller; (dg) any liabilities arising out of the ownership of the Acquisition Assets or in connection with periods or activity the operation of the Business by Seller prior to the Closing Date related to OSHA, EEOC, EPA or any other Governmental Authority, or any violation of law, and any unrecorded liabilities or contingencies that are not expressly identified on SCHEDULE 4.1(a); (eh) any liability or obligation (contingent or otherwise) of Seller arising out of (i) any claim, litigation, or proceeding threatened or pending on or before the Closing Date or Date, (ii) any claim, litigation, or proceeding threatened or initiated after the Closing Date to the extent based on an act or omission of Seller or any current or former officer, director, employee, agent or representative of SellerSeller occurring before the Closing Date and for which Seller other than by reason of this Agreement has liability, or (iii) the operation of the Business and/or Acquisition Assets occurring before the Closing Date, whether or not set forth on SCHEDULE 5.10;5.11. (fi) any claims Environmental Claim or conditions arising under or relating to any violation of Environmental Laws or similar legal requirements attributable or relating Law, to the Acquisition Assets (including, without limitation, extent such claim or violation arises out of the operation thereof) or the business ownership of Seller, including any liability or obligation resulting from Environmental Laws with respect to the Business Property arising after the Closing Date resulting from, caused by or related to any act or omission of Seller or any current or former officer, director, employee, agent, representative, tenant or invitee of Seller which occurred prior to the Closing Date, or the continuation of practices or operations with respect to the Acquisition Assets or the operation of the Business Property, that were occurring or in effect on or prior to the Closing Date; (gj) any liability arising out of or in connection with Seller's defective performance of any Contract, the Interventions Contract or the IDDRS Contract or the breach by Seller of any express or implied warranty with respect to performance by Seller of any Contract, the Interventions Contract or the IDDRS Contract prior to the Closing Date; (h) any unpaid Transaction Expenses; (ik) any liability or obligation of Seller arising out of any employee benefit plan (as defined in ERISA) and all other similar benefit plans, programs, arrangements or commitments (whether written or oral) of Seller; (jl) any contingent or unknown liability of SellerSeller and/or the Shareholders; and (km) any liability or obligation of Seller to the extent that it arises exclusively under or in connection with or related to the Excluded Assets.

Liabilities Not Assumed by Purchaser. Except as expressly provided in Subject to SECTION 4.1 3.2 hereof, Purchaser is purchasing only the Foreclosure Assets from Comerica, and does not assume or agree to pay, perform or discharge, and shall not be responsible for, any other liabilities commitments, contracts, agreements or obligations or claims against, or liabilities of, Xxxxxx or its Affiliates whatsoever relating to the Foreclosure Assets, the Business and/or the operations of Seller of any nature whatsoever, whether accrued, absolute, contingent or otherwisethe Business, including, without limitation, liabilities or obligations based on, arising out of or in connection with the following (collectively, the "EXCLUDED LIABILITIES"): (a) any indebtedness (whether short-term sales, use, income, franchise or long-term) for borrowed moneyother tax or charge, together with all interest thereonif any, including but not limited which may become payable by reason of the sale and transfer of the Foreclosure Assets under federal law or under the laws of any state, or may be imposed upon Xxxxxx or its shareholders by reason of receipt of the Purchase Price or relief from any liability pursuant to the Retired Debtthis Agreement; (b) any of the costs and expenses incurred in connection with the future operations of Xxxxxx, and the costs and expenses of Xxxxxx and its shareholders incurred in negotiating, entering into and carrying out their obligations pursuant to this Agreement; (c) any indebtedness of Xxxxxx incurred in the course of Xxxxxx'x operations as of the Closing Date; (d) any commitments arising prior to the Closing Date pursuant to the Material Contracts; (e) any Taxes for which Seller Xxxxxx is liable (taking into account the provisions of SECTION 7.2(a6.3(A) hereof); (cf) any prepayment penalties or other liabilities related to to, retiring or extinguishing any indebtedness of Seller including, without limitation, the Retired DebtXxxxxx; (dg) any liabilities arising out of or in connection with periods or activity prior to the Closing Date related to OSHA, EEOC, EPA EPA, FDA or any other Governmental Authority, or any violation of law, and any unrecorded liabilities or contingencies that are not expressly identified on SCHEDULE 4.1(a); (eh) any liability or obligation (contingent or otherwise) of Seller Xxxxxx arising out of any claim, litigation, or proceeding threatened or pending on or before the Closing Date or any claim, litigation, or proceeding threatened or initiated after the Closing Date to the extent based on an act or omission of Seller Xxxxxx or any current or former officer, director, employee, agent or representative of SellerXxxxxx, or the Xxxxxx'x operation of the Business and/or Acquisition Assets occurring before the Closing Date, whether or not set forth on SCHEDULE 5.10Foreclosure Assets; (fi) any claims Environmental Claim and any claims, violations or alleged violations of Environmental Law, or conditions arising that could give rise to or relate to liability under or relating to Environmental Laws or similar legal requirements attributable or relating to the Acquisition Foreclosure Assets (including, without limitation, the operation thereof) ), the Business, Xxxxxx or the business of Sellerits Affiliates, including any liability or obligation resulting from Environmental Laws with respect to the Business Property (including, without limitation, strict liability) arising after the Closing Date resulting from, caused by or related to any act or omission of Seller a third party or Xxxxxx or any current or former officer, director, employee, agent, representative, tenant or invitee of Seller Xxxxxx which occurred on or prior to the Closing Date, or the continuation of practices or operations with respect to the Acquisition Assets or the Business PropertyForeclosure Assets, that were occurring or in effect on or prior to the Closing Date; (gj) any liability arising out of or in connection with Seller's Xxxxxx'x defective products or performance of any Contract services or any express or implied warranty with respect to performance of any Contract thereto prior to the Closing Date, including, but not limited to, any claims arising under warranty or service agreements; (h) any unpaid Transaction Expenses; (ik) any liability or obligation arising out of any employee benefit plan (as defined in ERISA) and all other similar benefit plans, programs, arrangements or commitments (whether written or oral) of SellerXxxxxx; (jl) any contingent or unknown liability of Seller; andXxxxxx and/or its Affiliates; (km) any liability or obligation under or in connection with or related to the Excluded Assets or any other assets not included in the Foreclosure Assets.; and (n) any liability or obligation under or in connection with or related to the assets of Health Career Learning Systems, Inc.

Liabilities Not Assumed by Purchaser. Except as expressly provided in SECTION 4.1 hereof, Purchaser does shall not assume or agree to pay, perform or discharge, and shall not be responsible for, for any liability or obligation of the Seller other than the Assumed Liabilities. The Seller shall continue to be responsible for all of their known and unknown liabilities or and obligations of Seller of any nature whatsoevernot expressly assumed by Purchaser, whether accruedarising prior to, absoluteon or subsequent to the Closing Date and whether or not related to the Business or the Assets. Without limiting the generality of this Section, contingent and regardless of whether any of the following may be disclosed to Purchaser pursuant to this Agreement, or otherwise, or whether Purchaser may have knowledge of the same, Purchaser shall not assume or otherwise be responsible for any of the Sellers' obligations or liabilities (not set forth in Schedule 2.3): (a) arising out of the acquisition, maintenance or disposition of, or otherwise relating to, the Assets or this Agreement. (b) arising out of claims by any employee or patient or alleged patient of the Seller, which arose prior to the effective date of the MSA. (c) for federal, state, local or foreign taxes based on or measured by net income, or arising out of or resulting from the sale, conveyance, transfer, assignment and delivery of the Assets hereunder, or any interest, penalties or additions to taxes with respect thereto. (d) for any civil liability or criminal penalties (including interest and punitive damages, if any) imposed upon the Seller on account of any fraudulent, criminal, intentional, willful or negligent act or omission of the Seller or its agents, representatives, employees or any violation of law, rule, regulation or statute by the Seller or their agents, representatives, employees or patients, including, but without limitation, liabilities or obligations based on, arising out of or in connection with the following (collectivelySeller's Medicare, the "EXCLUDED LIABILITIES"): (a) any indebtedness (whether short-term Medicaid or long-term) for borrowed money, together with all interest thereon, including but not limited to the Retired Debt; (b) any Taxes for which Seller is liable (taking into account the provisions of SECTION 7.2(a) hereof); (c) any prepayment penalties or other liabilities related to retiring or extinguishing any indebtedness of Seller including, without limitation, the Retired Debt; (d) any liabilities arising out of or in connection with periods or activity prior to the Closing Date related to OSHA, EEOC, EPA or any other Governmental Authority, or any violation of law, and any unrecorded liabilities or contingencies that are not expressly identified on SCHEDULE 4.1(a);insurance billing. (e) any liability or obligation (contingent or otherwise) of Seller arising out of, based upon or resulting from any actions, suits, claims or proceedings, whether in law or equity, pending or threatened, based upon any transactions or occurrences or acts or omissions of any claim, litigation, or proceeding threatened or pending on or before the Closing Date or any claim, litigation, or proceeding threatened or initiated after the Closing Date to the extent based on an act or omission of Seller or any current its agents, representatives, employees or former officer, director, employee, agent or representative of Seller, or the operation of the Business and/or Acquisition Assets occurring before the Closing Date, whether or not set forth on SCHEDULE 5.10; (f) any claims or conditions arising under or relating to Environmental Laws or similar legal requirements attributable or relating to the Acquisition Assets (including, without limitation, the operation thereof) or the business of Seller, including any liability or obligation resulting from Environmental Laws with respect to the Business Property arising after the Closing Date resulting from, caused by or related to any act or omission of Seller or any current or former officer, director, employee, agent, representative, tenant or invitee of Seller which occurred prior to the Closing Date, or the continuation of practices or operations with respect to the Acquisition Assets or the Business Property, that were occurring or in effect patients on or prior to the Closing Date;effective date of the MSA. (gf) for any liability arising out of medical claims incurred but not reported, reported but not yet paid, or disputed or in connection with Seller's defective performance of any Contract which litigation is pending or any express threatened against the Seller on or implied warranty with respect to performance of any Contract prior to the Closing Date; (h) any unpaid Transaction Expenses; (i) any liability or obligation arising out effective date of any employee benefit plan (as defined in ERISA) and all other similar benefit plans, programs, arrangements or commitments (whether written or oral) of Seller; (j) any contingent or unknown liability of Seller; and (k) any liability or obligation under or in connection with or related to the Excluded AssetsMSA.

Liabilities Not Assumed by Purchaser. Except as expressly provided in SECTION 4.1 hereof, Purchaser does not assume or agree to pay, perform or discharge, and shall not be responsible fordeemed by anything contained in this Agreement to have assumed any liabilities, obligations, expenses or indebtedness (including any principal, interest or other liabilities or obligations amount owing in respect of any such indebtedness) of Seller of any nature whatsoever, whether absolute, accrued, absolute, contingent or otherwise, unless specifically assumed by Purchaser pursuant to Sections 2.3 and 2.4 hereof, including but not limited to: (a) Any liability of Seller to any person or entity the existence of which constitutes a breach of any covenant, agreement, representation or warranty of Seller contained in this Agreement; (b) Any liability of Seller for any federal, state, local or foreign income, franchise, sales, use, withholding or property taxes or other taxes of any kind or description (and any fine, penalty or interest with respect thereto); (c) Except as provided pursuant to Section 2.4 hereof, any and all employee compensation, employee benefit, vacation, severance, pension, profit sharing and other retirement obligations, and tax liabilities incurred in connection therewith, that have accrued during the course of Seller's employment of each of its employees (each, an "Employee") or each person who in the past has worked for Seller (each, a "Former Employee"), including, without limitation, liabilities or obligations based on, arising out of or in connection with the following (collectively, the "EXCLUDED LIABILITIES"): (a) any indebtedness (whether short-term or long-term) for borrowed money, together with all interest thereon, including but not limited to the Retired Debt; (b) any Taxes for which Seller is liable (taking into account the provisions of SECTION 7.2(a) hereof); (c) any prepayment penalties accrued or other liabilities related liability for contributions or payments to retiring be made in respect of participation by any Employee or extinguishing any indebtedness of Seller including, without limitation, the Retired Debt; (d) any liabilities arising out of or Former Employee in connection with periods or activity prior to the Closing Date related to OSHA, EEOC, EPA or any other Governmental Authority, or any violation of law, and any unrecorded liabilities or contingencies that are not expressly identified on SCHEDULE 4.1(a); (e) any liability or obligation (contingent or otherwise) of Seller arising out of any claim, litigation, or proceeding threatened or pending on or before the Closing Date or any claim, litigation, or proceeding threatened or initiated after the Closing Date to the extent based on an act or omission of Seller or any current or former officer, director, employee, agent or representative of Seller, or the operation of the Business and/or Acquisition Assets occurring before the Closing Date, whether or not set forth on SCHEDULE 5.10; (f) any claims or conditions arising under or relating to Environmental Laws or similar legal requirements attributable or relating to the Acquisition Assets (including, without limitation, the operation thereof) or the business of Seller, including any liability or obligation resulting from Environmental Laws with respect to the Business Property arising after the Closing Date resulting from, caused by or related to any act or omission of Seller or any current or former officer, director, employee, agent, representative, tenant or invitee of Seller which occurred prior to the Closing Date, or the continuation of practices or operations with respect to the Acquisition Assets or the Business Property, that were occurring or in effect on or prior to the Closing Date; (g) any liability arising out of or in connection with Seller's defective performance of any Contract or any express or implied warranty with respect to performance of any Contract prior to the Closing Date; (h) any unpaid Transaction Expenses; (i) any liability or obligation arising out of any employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), employee welfare benefit plan (as defined in Section 3(1) of ERISA) or any other employee benefit plan maintained for the employees of Seller (collectively, the "ERISA Plans"). Purchaser expressly assumes no liabilities or obligations with respect to any of the ERISA Plans, whether or not described or listed on Schedule 4.14 attached hereto and all other similar benefit planswhether or not such liabilities arise from the transactions contemplated herein, programsincluding, arrangements or commitments without limitation, (whether written or orali) health care continuation liability under the Consolidated Omnibus Budget Reconciliation Act of Seller; 1985, as amended (j) any contingent or unknown liability of Seller; and "COBRA"), and (k) any liability or obligation under or in connection with or related to the Excluded Assets.ii)

Liabilities Not Assumed by Purchaser. (a) Except as expressly provided for the Assumed Liabilities, Purchaser, in SECTION 4.1 hereofconnection with the purchase of the Assets, Purchaser does this Agreement or otherwise, shall not assume or agree to pay, perform in any manner be or discharge, and shall not be become responsible for, for any other obligations or liabilities or obligations of Seller of any nature whatsoevernature, whether known or unknown, accrued, absolute, contingent or otherwise, and whether due or to become due (including without limitation any Environmental Liabilities and Costs (as hereinafter defined))(collectively "LIABILITIES") of Seller or any of its Affiliates, including Liabilities incurred in connection with, in any way arising out of, or related to, any of the Assets or the Business prior to the Closing, and Seller agrees that as between Seller and Purchaser, Seller will be solely responsible for the satisfaction and discharge of all such Liabilities, and will indemnify and hold harmless Purchaser against all such Liabilities as provided for in Section 10.2. (b) Without limiting the generality of the foregoing paragraph (a), Purchaser expressly shall not assume any liabilities or obligations of Seller., (i) for any Taxes including, without limitation, liabilities (x) federal, state, local or obligations based onother income or franchise Taxes arising from, relating to or attributable to the Business or the Assets or (y) Taxes arising out of or in connection with the following (collectively, the "EXCLUDED LIABILITIES"): (a) any indebtedness (whether short-term or long-term) for borrowed money, together with all interest thereon, including but not limited to the Retired Debttransactions contemplated by this Agreement; (bii) any Taxes for which Seller is liable (taking into account the provisions of SECTION 7.2(a) hereof); (c) any prepayment penalties or other liabilities related to retiring or extinguishing any indebtedness of Seller includingproduct liabilities, without limitation, the Retired Debt; (d) any liabilities arising out of or in connection with periods or activity prior to the Closing Date related to OSHA, EEOC, EPA or any other Governmental Authority, or any violation of lawworkers compensation, and any unrecorded automobile and similar liabilities or contingencies that are not expressly identified on SCHEDULE 4.1(a); (e) any liability or obligation (contingent or otherwise) of Seller arising out of any claimfor personal injuries, litigation, or proceeding threatened or pending on or before the Closing Date or any claim, litigation, or proceeding threatened or initiated after the Closing Date medical malpractice in each case to the extent based on such liability arises from an act injury, event, occurrence or omission of Seller or any current or former officer, director, employee, agent or representative of Seller, or the operation of the Business and/or Acquisition Assets occurring before the Closing Date, whether or not set forth on SCHEDULE 5.10; (f) any claims or conditions arising under or relating to Environmental Laws or similar legal requirements attributable or relating to the Acquisition Assets (including, without limitation, the operation thereof) or the business of Seller, including any liability or obligation resulting from Environmental Laws with respect to the Business Property arising after the Closing Date resulting from, caused by or related to any act or omission of Seller or any current or former officer, director, employee, agent, representative, tenant or invitee of Seller which occurred prior to the Closing Date, or the continuation of practices or operations with respect to the Acquisition Assets or the Business Property, that were occurring or in effect existed on or prior to the Closing Date; (giii) for any claims for insurance premiums or retroactive assessments based upon claims described in the preceding clause (ii); (iv) for third-party lawsuits and claims resulting from, caused by or arising our of, any product shipped by, or any service rendered by, Seller or the use thereof at any time whatsoever, including, without limitation, any such claims (x) for failure to warn, (y) based on Seller's warranty for the Inventory and products sold by Seller prior to the Closing and (z) for any product returns; (v) to the extent that such claim arises out of or related to litigation or administrative proceedings existing on or prior to the Closing Date, including, without limitation, liability for patent, trademark or copyright infringement or violation of any law, statute, ordinance, regulation or rule or any Authority; (vi) to the extent that such claim arises out of or relates to (x) any claims or controversies pending or threatened or based on facts existing on or prior to the Closing Date between Seller and any of its employees, independent contractors, salesmen, former employees, employees' collective bargaining representatives, job applicants or any association or group of such persons including, without limitation, claims or controversies asserted pursuant to any constitutions, statutes, laws, regulations, rules or ordinances of any Authority or any collective bargaining agreements or regulations relating in whole or in part to the employment of labor and equal employment opportunity, (y) except for the Assumed Liabilities, any action which Seller took or failed to take with regard to such persons prior to, contemporaneous with or subsequent to the Closing Date or (z) any liability whatsoever including but not limited to "withdrawal liability", as a result of any agreement between any trade union, or any collective bargaining agreement, relationship, pension plan, welfare plan and/or trust documents and any liability to or under any Health and Welfare Fund or pension plan included or referenced in these agreements, or otherwise binding upon Seller as a result of its collective bargaining relationships or (xx) any Environmental Liabilities and Costs as defined in Section 4.15; (vii) arising out of transactions of any kind between Seller and any of its Affiliates including but not limited to any inter-company debt; (viii) for any liabilities or obligations to employees or former employees of Seller arising out of or in connection with Seller's defective performance such employment, including, without limitation, as a result of any Contract act of malpractice, discrimination as defined by federal or any express state law, or implied warranty with respect pursuant to performance of any Contract prior to the Closing Date; (h) any unpaid Transaction Expenses; (i) any liability or obligation arising out of any employee benefit plan (as defined in ERISA) and all other similar benefit plans, programs, arrangements arrangements, contracts or commitments (whether written or oral) of Sellerestablished working practices; (jix) to the stockholder of Seller solely in its capacity as such stockholder; (x) for any contingent rebates or unknown liability volume related discounts that become due to customers after he Closing related to sales made or services provided by the Seller, or for those portions of any rebates which may have accrued in part related to sales made by Seller; and (kxi) for any liability or obligation under or in connection with or related to accounts payable of Seller not set forth on the Excluded AssetsAccounts Payable Schedule.

Liabilities Not Assumed by Purchaser. Except as expressly provided in SECTION 4.1 Subject to Section 3.2 hereof, the Purchaser does not assume or agree to pay, perform or discharge, and shall not be responsible for, any other liabilities commitments, contracts, agreements or obligations of or claims against, or liabilities of, the Seller of whatsoever (and the Seller will at all times indemnify and hold the Purchaser harmless from and against any nature whatsoeverclaim therefore or liability arising therefrom), whether accrued, absolute, contingent or otherwise, including, including without limitation, liabilities or obligations based on, arising out of or in connection with the following (collectively, the "EXCLUDED LIABILITIES"“Excluded Liabilities”): (a) any indebtedness (whether short-term Taxes which may become payable by reason of the sale and transfer of the Acquisition Assets under federal law or long-term) for borrowed moneyunder the laws of any state, together with all interest thereon, including but not limited or may be imposed upon the Seller by reason of receipt of the Purchase Price or relief from any liability pursuant to the Retired Debtthis Agreement; (b) any of the costs, expenses and Liabilities incurred in connection with the future operations of Seller, and the costs and expenses of the Seller incurred in negotiating, entering into and carrying out their obligations pursuant to this Agreement; (c) except as set forth in Schedule 2.3, any Indebtedness of the Seller (including without limitation any prepayment penalties or other Liabilities relating to retiring or extinguishing any Indebtedness); (d) any commitments arising prior to the Closing Date pursuant to the Assigned Contracts or Assigned Leases; (e) any Taxes for which the Seller or any stockholder is liable (taking into account the provisions of SECTION 7.2(aSection 7.8(a) hereof); (c) any prepayment penalties or other liabilities related to retiring or extinguishing any indebtedness of Seller including, without limitation, the Retired Debt; (df) any liabilities arising out of or in connection with periods or activity prior to the Closing Date related to OSHA, EEOC, EPA or any other Governmental Authority, or any the violation of law, and any unrecorded liabilities or contingencies that are not expressly identified on SCHEDULE 4.1(a)Legal Requirement; (eg) any liability or obligation (contingent or otherwise) of the Seller arising out of any claim, litigation, or proceeding threatened or pending on or before the Closing Date or any claim, litigation, or proceeding threatened or initiated after the Closing Date to the extent based on an act or omission of the Seller or any current or former officer, director, employee, agent or representative of the Seller, or the operation of the Business and/or Acquisition Assets occurring before the Closing Date, whether or not set forth on SCHEDULE 5.10Schedule 5.8; (fh) any claims Environmental Claim and any claims, violations or alleged violations of Environmental Law, or conditions arising that could give rise to or relate to liability under or relating to Environmental Laws or similar legal requirements Legal Requirements attributable or relating to the Acquisition Assets (including, including without limitation, limitation the operation thereof) ), the Business, or the business of Seller, including any liability (including without limitation strict liability) or obligation resulting from arising under or relating to Environmental Laws with respect to the Business Property Leased Premises arising after the Closing Date resulting from, caused by or related to any act or omission of third party or the Seller or any current or former officer, director, employee, agent, representative, tenant or invitee of the Seller which occurred on or prior to the Closing Date, or the continuation of practices or operations with respect to the Acquisition Assets or the Business PropertyLeased Premises, that were occurring or in effect on or prior to the Closing Date; (gi) any commitments arising prior to the Closing Date pursuant to any Assigned Contract or Assigned Lease; (j) any liability arising out of or in connection with the Seller's ’s defective performance of any Assigned Contract or Assigned Lease, or any express or implied warranty with respect to performance of any Assigned Contract or Assigned Lease prior to the Closing Date; (h) any unpaid Transaction Expenses; (ik) any liability or obligation arising out of any employee benefit plan (as defined in ERISA) and all other similar benefit plans, programs, arrangements or commitments (whether written or oral) of the Seller; (jl) any contingent or unknown liability of the Seller; and; (km) any amounts owed by the Seller or its Subsidiaries to American International Industries, Inc. including, but not limited to, the $250,000 bridge loan from the Seller in favor of American International Industries, Inc.; (n) any employment agreements between the Seller and its employees including, but not limited to, (i) the Employment Agreement, dated November 1, 2007, between Hxxxxxxx Technical and Dxxxxx Xxxx, (ii) the Employment Agreement, dated April 26, 2005, between Hxxxxxxx Technical and Cxxx Xxxxxxxx, and (iii) the Service Agreement, dated September 1, 2007, between the Seller and Sxxxxx Xxxxxxxxx; (o) any liability or obligation under or in connection with or related to the Excluded Assets, the Acquisition Assets or the Business; and (p) any accounts payable, accrued liabilities and any other liabilities of the Seller incurred by the Seller as of the Closing Date.

Liabilities Not Assumed by Purchaser. Except as expressly otherwise provided in SECTION 4.1 hereof7.1(D), Purchaser does not assume or agree to pay, perform or discharge, and shall not be responsible for, any other liabilities commitments, contracts, agreements or obligations of Seller of or claims against, or Liabilities of, Sellers or the Shareholder whatsoever (and Sellers and the Shareholder will at all times indemnify and hold Purchaser harmless from and against any nature whatsoeverclaim therefore or liability arising therefrom), whether accrued, absolute, contingent or otherwise, including, including without limitation, liabilities or obligations based on, arising out of or in connection with the following (collectively, the "EXCLUDED LIABILITIES"): (a) any sales, use, income, franchise or other tax or charge, if any, which may become payable by reason of the sale and transfer of the Acquisition Assets under federal law or under the laws of any state, or may be imposed upon Sellers or the Shareholder by reason of receipt of the Purchase Price or relief from any liability pursuant to this Agreement; (b) any of the costs and expenses incurred in connection with the future operations of Sellers, and the costs and expenses of Sellers and the Shareholder incurred in negotiating, entering into and carrying out their obligations pursuant to this Agreement; (c) the trade accounts payable, accrued liabilities and any other liabilities of Sellers incurred in the course of Sellers' operations as of the Closing Date, any indebtedness (whether short-term or long-term) for borrowed money, together with all interest thereon, including but not limited to the Retired Excluded Debt; (bd) any commitments for which performance is required or liability arises prior to the Closing Date pursuant to the Contracts (provided that the rights thereunder have been duly and effectively assigned to Purchaser); (e) any Taxes for which Seller is Sellers are liable (taking into account the provisions of SECTION 7.2(a7.2(A) hereof); (cf) any prepayment penalties or other liabilities related to retiring or extinguishing any indebtedness of Seller including, without limitation, the Retired DebtSellers; (dg) any liabilities arising out of or in connection with periods or activity prior to the Closing Date related to OSHA, EEOC, EPA or any other Governmental Authority, or any violation of law, and any unrecorded liabilities or contingencies that are not expressly identified on SCHEDULE 4.1(a); (eh) any liability or obligation (contingent or otherwise) of Seller Sellers arising out of any claim, litigation, protest or proceeding threatened or pending on or before the Closing Date or any claim, litigation, protest or proceeding threatened or initiated after the Closing Date to the extent based on an act or omission of Seller Sellers or any current or former officer, director, employee, agent or representative of SellerSellers, or the operation of the Business and/or Acquisition Assets occurring before the Closing Date, whether or not set forth on SCHEDULE 5.10; (fi) any claims Environmental Claim and any claims, violations or alleged violations of Environmental Law, or conditions arising that could give rise to or relate to liability under or relating to Environmental Laws or similar legal requirements attributable or relating to the Acquisition Assets (including, without limitation, the operation thereof) ), the Business, the Sellers or the business of SellerShareholder, including any liability (including without limitation strict liability) or obligation resulting from arising under or relating to Environmental Laws with respect to the Business Property arising after the Closing Date resulting from, caused by or related to any act or omission of Seller any third party or Sellers or any current or former officer, director, employee, agent, representative, tenant or invitee of Seller Sellers which occurred on or prior to the Closing Date, or from the continuation of practices or operations with respect to the Acquisition Assets or the Business Property, that were occurring or in effect on or prior to the Closing Date; (gj) any liability arising out of or in connection with Seller's Sellers' defective performance of any Contract or any express or implied warranty with respect to performance of any Contract prior to the Closing Date; (h) any unpaid Transaction Expenses; (ik) any liability or obligation arising out of any employee benefit plan (as defined in ERISA) and all other similar benefit plans, programs, arrangements or commitments (whether written or oral) of Seller;Sellers; and (jl) any contingent or unknown liability of Seller; and (k) any liability or obligation under or in connection with or related to Sellers and/or the Excluded AssetsShareholder.

Liabilities Not Assumed by Purchaser. (a) Except as expressly provided for the Assumed Liabilities, Purchaser, in SECTION 4.1 hereofconnection with the purchase of the Assets, Purchaser does this Agreement or otherwise, shall not assume or agree to pay, perform in any manner be or discharge, and shall not be become responsible for, for any other obligations or liabilities or obligations of Seller of any nature whatsoevernature, whether known or unknown, accrued, absolute, contingent or otherwise, and whether due or to become due (including without limitation any Environmental Liabilities and Costs (as hereinafter defined))(collectively "LIABILITIES") of Seller or any of its Affiliates, including Liabilities incurred in connection with, in any way arising out of, or related to, any of the Assets or the Business prior to the Closing, and Seller agrees that as between Seller and Purchaser, Seller will be solely responsible for the satisfaction and discharge of all such Liabilities, and will indemnify and hold harmless Purchaser against all such Liabilities as provided for in Section 9.2. (b) Without limiting the generality of the foregoing paragraph (a), Purchaser expressly shall not assume any liabilities or obligations of Seller: (i) for any Taxes including, without limitation, liabilities (x) federal, state, local or obligations based onother income or franchise Taxes arising from, relating to or attributable to the Business or the Assets or (y) Taxes arising out of or in connection with the following (collectively, the "EXCLUDED LIABILITIES"): (a) any indebtedness (whether short-term or long-term) for borrowed money, together with all interest thereon, including but not limited to the Retired Debttransactions contemplated by this Agreement; (bii) any Taxes for which Seller is liable (taking into account the provisions of SECTION 7.2(a) hereof); (c) any prepayment penalties or other liabilities related to retiring or extinguishing any indebtedness of Seller includingproduct liabilities, without limitation, the Retired Debt; (d) any liabilities arising out of or in connection with periods or activity prior to the Closing Date related to OSHA, EEOC, EPA or any other Governmental Authority, or any violation of lawworkers compensation, and any unrecorded automobile and similar liabilities or contingencies that are not expressly identified on SCHEDULE 4.1(a); (e) any liability or obligation (contingent or otherwise) of Seller arising out of any claimfor personal injuries, litigation, or proceeding threatened or pending on or before the Closing Date or any claim, litigation, or proceeding threatened or initiated after the Closing Date in each case to the extent based on such liability arises from an act injury, event, occurrence or omission of Seller or any current or former officer, director, employee, agent or representative of Seller, or the operation of the Business and/or Acquisition Assets occurring before the Closing Date, whether or not set forth on SCHEDULE 5.10; (f) any claims or conditions arising under or relating to Environmental Laws or similar legal requirements attributable or relating to the Acquisition Assets (including, without limitation, the operation thereof) or the business of Seller, including any liability or obligation resulting from Environmental Laws with respect to the Business Property arising after the Closing Date resulting from, caused by or related to any act or omission of Seller or any current or former officer, director, employee, agent, representative, tenant or invitee of Seller which occurred prior to the Closing Date, or the continuation of practices or operations with respect to the Acquisition Assets or the Business Property, that were occurring or in effect existed on or prior to the Closing Date; (giii) for any claims for insurance premiums or retroactive assessments based upon claims described in the preceding clause (ii); (iv) for third-party lawsuits and claims resulting from, caused by or arising out of, any product shipped by, or any service rendered by, Seller or the use thereof at any time whatsoever, including, without limitation, any such claims (x) for failure to warn, (y) based on Seller's warranty for the Inventory and products sold by Seller prior to the Closing and (z) for any product returns; (v) to the extent that such claim arises out of or relates to litigation or administrative proceedings existing on or prior to the Closing Date or based on facts existing on or prior to the Closing Date, including, without limitation, liability for patent, trademark or copyright infringement or violation of any law, statute, ordinance, regulation or rule of any Authority; (vi) to the extent that such claim arises out of or relates to (x) any claims or controversies pending or threatened or based on facts existing on or prior to the Closing Date between Seller and any of its employees, independent contractors, salesmen, former employees, employees' collective bargaining representatives, job applicants or any association or group of such persons including, without limitation, claims or controversies asserted pursuant to any constitutions, statutes, laws, regulations, rules or ordinances of any Authority or any collective bargaining agreements or regulations relating in whole or in part to the employment of labor and equal employment opportunity, (y) except for the Assumed Liabilities, any action which Seller took or failed to take with regard to such persons prior to, contemporaneous with or subsequent to the Closing Date or (z) any liability whatsoever, including but not limited to "withdrawal liability", as a result of the any agreements between any trade union, or any collective bargaining agreement, relationship, pension plan, welfare plan and/or trust documents and any liability to or under any Health and Welfare Fund or pension plan included or referenced in these agreements, or otherwise binding upon Seller as a result of its collective bargaining relationships or (xx) any Environmental Liabilities and Costs as defined in Section 4.15; (vii) arising out of transactions of any kind between Seller and any of its Affiliates including but not limited to any inter-company debt; (viii) for any liabilities or obligations to employees or former employees of Seller arising out of or in connection with Seller's defective performance such employment, including, without limitation, as a result of any Contract act of discrimination as defined by federal or any express state law, or implied warranty with respect pursuant to performance of any Contract prior to the Closing Date; (h) any unpaid Transaction Expenses; (i) any liability or obligation arising out of any employee benefit plan (as defined in ERISA) and all other similar benefit plans, programs, arrangements arrangements, contracts or commitments (whether written or oral) of Sellerestablished working practices; (jix) any contingent or unknown liability to the stockholder of Seller; andSeller solely in its capacity as such stockholder; (kx) for any liability rebates or obligation under volume related discounts that become due to customers after the Closing related to sales made or services provided by the Seller, or for those portions of any rebates which may have accrued in part related to sales made by Seller. (xi) (A) for all loans from and obligations to F. Xxxxxxx Xxxxx, Xxxxx Xxxxxx and Anchor Investment Partnership, Ltd., whether or not such loans and obligations are reflected or evidenced in promissory notes ("ANCHOR LOANS"), which shall be satisfied in full by Seller at or prior to the Closing, (B) the vehicle loan from First Service Bank to the Seller, loan no. 02-70009, which shall be satisfied by Seller at or prior to the Closing, (C) the term loan from First Service Bank to the Seller, loan no. 02-70066, which shall be satisfied by Seller at or prior to the Closing, and (D) for any loan amount in excess of $191,000 ("DVI WC LOAN LIMIT") in connection with or related Seller's DVI WC Loan, which Seller shall pay down to the Excluded AssetsDVI WC Loan Limit at or prior to the Closing.

Liabilities Not Assumed by Purchaser. Except as expressly provided in SECTION 4.1 hereof, Purchaser does not assume or agree to pay, perform or discharge, and shall not be responsible for, any other liabilities or obligations of Seller of any nature whatsoeverSeller, whether accrued, absolute, contingent or otherwise, including, without limitation, liabilities or obligations based on, arising out of or in connection with the following (collectively, the "EXCLUDED LIABILITIES"): (a) any indebtedness (whether short-term or long-term) for borrowed money, together with all interest thereon, including but not limited to the Retired Debt; (b) any Taxes for which Seller is liable (taking into account the provisions of SECTION 7.2(a7.2(A) hereof); (c) any prepayment penalties or other liabilities related to retiring or extinguishing any indebtedness of Seller including, without limitation, the Retired DebtFirst Lien Note, the NationsBank Note or the Bexar County Contingent Lien Note; (d) any liabilities arising out of or in connection with periods or activity prior to the Closing Date related to BHS Management, TDCJ, TCADA, OSHA, EEOC, EPA or any other Governmental Authority, or any violation of law, EEOC and any unrecorded liabilities or contingencies that are not expressly identified on SCHEDULE 4.1(a4.1(A); (e) any liability or obligation (contingent or otherwise) of Seller arising out of any claim, litigation, litigation or proceeding threatened or pending on or before the Closing Date or any claim, litigation, litigation or proceeding threatened or initiated after the Closing Date Date, to the extent based on an act or omission of Seller or any current or former officer, director, employee, agent or representative of Seller, or the operation of the Business and/or Acquisition Assets Seller occurring before the Closing Date, whether or not set forth on SCHEDULE 5.10; (f) any claims or conditions arising under or relating to Environmental Laws or similar legal requirements attributable or relating to the Acquisition Assets assets (including, without limitation, the operation thereof) or the business of Seller, including any liability or obligation resulting from Environmental Laws with respect to the Business Acquired Property arising after the Closing Date resulting from, caused by or related to any act or omission of Seller or any current or former officer, director, employee, agent, representative, tenant or invitee of Seller which occurred prior to the Closing Date, or the continuation of practices or operations with respect to the Acquisition Assets or the Business Property, that were occurring or in effect on or prior to the Closing Date; (g) any liability arising out of or in connection with Seller's defective performance of any Contract , the HOME Agreement or any express or implied warranty with respect to performance of any Contract or the HOME Agreement prior to the Closing Date; (h) any unpaid Transaction expenses of Seller incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby, including Seller's attorneys' fees, that are not Prepaid Closing Expenses; (i) any liability or obligation arising out of any employee benefit plan (as defined in ERISA) and all other similar benefit plans, programs, arrangements or commitments (whether written or oral) of Seller; (j) any contingent or unknown liability of Seller; and (ki) any liability or obligation under or in connection with or related to the Excluded Assets.

Liabilities Not Assumed by Purchaser. Except as expressly provided Anything in SECTION 4.1 hereofSection 1.07 to the contrary notwithstanding, there shall be excluded from the Assumed Liabilities and Purchaser does shall not assume or agree to pay, perform or discharge, and shall not be responsible for, any other of the following (the "Retained Liabilities"): -------------------- (a) all liabilities or obligations of Seller of any nature whatsoeverfor foreign, whether accruedfederal, absolutestate or local income Taxes and, contingent or otherwiseexcept as provided in Section 7.04, includingfor all real estate Taxes, without limitationboth general and special, liabilities or obligations based on, arising out of or in connection and assessments with the following (collectively, the "EXCLUDED LIABILITIES"): (a) any indebtedness (whether short-term or long-term) for borrowed money, together with all interest thereon, including but not limited respect to the Retired DebtOwned Real Property and the Leased Real Property for, in all cases, all periods prior to and including the Closing Date; (b) any Taxes all liabilities or obligations of Seller for which expenses (including fees and disbursements of counsel and independent public accountants for Seller), except as may be otherwise provided in Section 1.07, incurred by Seller is liable (taking into account for the provisions of SECTION 7.2(a) hereof)transactions contemplated hereby; (c) any prepayment penalties all liabilities or other liabilities related to retiring or extinguishing any indebtedness obligations of Seller includingfor payment of wages and bonuses (except for incentives, without limitationcompensation or liabilities or obligations specifically assumed by Purchaser hereunder, to the Retired Debtextent reflected on the Final Closing Balance Sheet) and wage Taxes for services rendered by employees of Seller prior to and including the Closing Date; (d) any all obligations and liabilities arising out of Seller for sales and use Taxes, franchise Taxes, gross receipts Taxes, business occupation Taxes, license taxes, whether calculated on a separate company, combined, consolidated or unitary basis, incurred in connection with periods or activity the ordinary course of business of the Business prior to and including the Closing Date related to OSHADate, EEOC, EPA or any other Governmental Authority, or any violation of lawthan sales and use Taxes, and any unrecorded liabilities transfer Taxes or contingencies that are not expressly identified on SCHEDULE 4.1(a)stamps, if any, incurred as a result of the transactions contemplated by this Agreement which shall be the obligation of Purchaser; (e) any liability or obligation (contingent or otherwise) all obligations and liabilities of Seller arising out of any claim, litigation, or proceeding threatened or pending on or before the Closing Date or any claim, litigation, or proceeding threatened or initiated after the Closing Date to the extent based on an act or omission under Seller's Plans (except for obligations and liabilities of Seller or any current or former officer, director, employee, agent or representative of Seller, or under the operation of the Business and/or Acquisition Assets occurring before the Closing Date, whether or not set forth Plans listed on SCHEDULE 5.10;Schedule 1.01(n) hereto); ---------------- (f) any claims or conditions arising under or all liabilities and obligations of Seller relating to Environmental Laws or similar legal requirements workers' compensation claims made by employees of the Seller attributable or relating to the Acquisition Assets (including, without limitation, the operation thereof) or the business of Seller, including any liability or obligation resulting from Environmental Laws with respect to the Business Property arising after the Closing Date resulting from, caused by or related and relating to any act or omission employees of Seller on long-term or any current or former officer, director, employee, agent, representative, tenant or invitee of Seller which occurred short-term disability for periods prior to the Closing Date, or the continuation of practices or operations with respect to the Acquisition Assets or the Business Property, that were occurring or in effect on or prior to and including the Closing Date; (g) any liability arising out of or in connection with Seller's defective performance of any Contract or any express or implied warranty with respect to performance of any Contract prior to the Closing Dateand all inter-division debts and inter-division accounts payable and notes payable; (h) any unpaid Transaction Expenses;indebtedness for borrowed funds; and (i) any liability or obligation arising out all obligations and liabilities of any employee benefit plan (as defined in ERISA) and all Seller other similar benefit plans, programs, arrangements or commitments (whether written or oral) of Seller; (j) any contingent or unknown liability of Seller; and (k) any liability or obligation under or in connection with or related than those attributable to the Excluded AssetsBusiness.

Liabilities Not Assumed by Purchaser. Except as expressly provided in SECTION 4.1 Subject to Section 3.2 hereof, Purchaser does not assume or agree to pay, perform or discharge, and shall not be responsible for, any other liabilities commitments, contracts, agreements or obligations of or claims against, or liabilities of, Seller of or Shareholder whatsoever (and Seller and Shareholder will at all times indemnify and hold Purchaser harmless from and against any nature whatsoeverclaim therefore or liability arising therefrom), whether accrued, absolute, contingent or otherwise, including, including without limitation, liabilities or obligations based on, arising out of or in connection with the following (collectively, the "EXCLUDED LIABILITIESExcluded Liabilities"): (a) except as set forth in Section 7.4(d), any indebtedness (whether short-term income, franchise or long-term) for borrowed moneyother similar tax or charge, together with all interest thereonif any, including but not limited which may become payable by reason of the sale and transfer of the Acquisition Assets under federal law or under the laws of any state, or may be imposed upon Seller or Shareholder by reason of receipt of the Purchase Price or relief from any liability pursuant to the Retired Debtthis Agreement; (b) any of the costs and expenses incurred in connection with the future operations of Seller, and the costs and expenses of Seller and Shareholder incurred in negotiating, entering into and carrying out their obligations pursuant to this Agreement; (c) any Indebtedness of Seller (except as listed on Schedule 2.3) incurred in the course of Seller's operations as of the Closing Date; (d) any commitments and obligations required to have been performed or complied with prior to the Closing Date pursuant to the Contracts, except to the extent that such liability arises due to the defective (but not delayed) performance after Closing by Purchaser (provided that nothing in this provision or in this Agreement shall be interpreted to suggest that Purchaser has agreed to assume any commitments or obligations under the Contracts required to have been performed or complied with prior to the Closing Date); (e) any Taxes for which Seller is liable (taking into account the provisions of SECTION 7.2(a) hereof)liable; (cf) any prepayment penalties or other liabilities related to retiring or extinguishing any indebtedness Indebtedness of Seller including, without limitation, the Retired DebtSeller; (dg) any liabilities arising out of or in connection with periods or activity prior to the Closing Date related to OSHA, EEOC, EPA or any other Governmental Authority, or any violation of law, and any unrecorded liabilities or contingencies that are not expressly identified on SCHEDULE 4.1(aSchedule 3.1(g); (eh) any liability or obligation (contingent or otherwise) of Seller arising out of any claim, litigation, or proceeding threatened or pending on or before the Closing Date or any claim, litigation, or proceeding threatened or initiated after the Closing Date to the extent based on an act or omission of Seller or any current or former officer, director, employee, agent or EXHIBIT 2.1 ----------- 7 12 representative of Seller, or the operation of the Business and/or Acquisition Assets occurring before the Closing Date, whether or not set forth on SCHEDULE 5.10Schedule 5.8; (fi) any claims Environmental Claim and any claims, violations or alleged violations of Environmental Law, or conditions arising that could give rise to or relate to liability under or relating to Environmental Laws or similar legal requirements attributable or relating to the Acquisition Assets (including, without limitation, the operation thereof) ), the Business, Sellers or the business of SellerShareholder, including any liability (including without limitation strict liability) or obligation resulting from arising under or relating to Environmental Laws with respect to the Business Property Facility arising after the Closing Date resulting from, caused by or related to any act or omission of Seller third party or Sellers or any current or former officer, director, employee, agent, representative, tenant or invitee of Seller Sellers which occurred on or prior to the Closing Date, or the continuation of practices or operations with respect to the Acquisition Assets or the Business PropertyFacility, that were occurring or in effect on or prior to the Closing Date; (gj) any liability arising out of or in connection with Seller's defective performance of any Contract or any express or implied warranty with respect to performance of any Contract prior to the Closing Date; (h) any unpaid Transaction Expenses; (ik) any liability or obligation arising out of any employee benefit plan (as defined in ERISA) and all other similar benefit plans, programs, arrangements or commitments (whether written or oral) of Seller; (jl) any contingent or unknown liability of SellerSeller and/or Shareholder; and (km) any liability or obligation under or in connection with or related to the Excluded Assets.