Common use of Liabilities Not Assumed by the Buyer Clause in Contracts

Liabilities Not Assumed by the Buyer. Except for the Assumed Liabilities, the Seller shall pay and discharge in the due course all of their liabilities, debts and obligations relating to the Transferred Assets, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including any tax liabilities of Seller, including those pertaining to the Transferred Assets or the Business for periods prior to the Closing Date, any Debt Obligations and the liabilities and obligations set forth in clauses (a) through (d) below (collectively, the "Retained Liabilities"). Without limiting the generality of the foregoing, the Retained Liabilities shall include the following: (a) any liability or obligation of the Seller arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby, whether or not the transactions are consummated, including tax liability so arising. (b) any liability or obligation for any and all Taxes of, or pertaining or attributable to, (i) the Seller or (ii) the Transferred Assets for any period or portion thereof that ends on or before the Closing Date; (c) any liability (other than with respect to the Assumed Liabilities) to which any of the parties may become subject as a result of the fact that the transactions contemplated by this Agreement are being effected without compliance with the bulk sales provisions of the Uniform Commercial Code as in effect in any state or any similar statute as enacted in any jurisdiction; and (d) all other liabilities and obligations arising prior to the Closing and related to the conduct or operation of the Transferred Assets or the Business on or prior to the Closing Date, including the Pre-Closing Obligations.

Liabilities Not Assumed by the Buyer. Except for The Buyer shall not be deemed by anything contained in this Agreement to have assumed and the Assumed Liabilities, Company and the Seller shall Stockholders hereby severally (but not jointly) agree to fully pay and discharge perform in a prompt and timely manner and to indemnify the due course all of their liabilities, debts Buyer and obligations relating hold the Buyer harmless with respect to the Transferred Assetsfollowing excluded liabilities (the "Excluded Liabilities"): (a) Any liability of the Company or a Stockholder to any person or entity the existence of which constitutes a breach of any covenant, whether known agreement, representation or unknownwarranty of the Company or a Stockholder contained in this Agreement; (b) Any liability of the Company for any federal, now existing state, local, foreign or hereafter arising, contingent or liquidated, including other income taxes; (c) Any liability of the Company for any tax liabilities of Seller, including those pertaining to the Transferred Assets or the Business obligation for periods benefits accrued prior to the Closing Date, any Debt Obligations and the liabilities and obligations set forth in clauses (a) through Date under employee benefit plans; (d) below All obligations and liabilities in respect of any and all claims of product defects pertaining to any products, including obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warrants of merchantability and other claims (collectively, the "Retained LiabilitiesClaims"). Without limiting , other than as set forth in Section 2.2 hereof; (e) Except as provided in the generality Transition Services Agreement, all obligations and liabilities relating to the employment or termination of employment of any employee of the foregoing, the Retained Liabilities shall include the following:Company; (af) any liability All obligations or obligation of the Seller liabilities arising out of under or in connection with any bonus, pension, profit sharing, deferred compensation, retirement, vacation, severance pay, disability benefits, death benefits, hospitalization, insurance or other similar plan or arrangement or understanding providing benefits, including post-retirement benefits, to the negotiation Company's employees; (g) All obligations and preparation liabilities in respect of this Agreement lawsuits, actions and the consummation proceedings, pending or threatened, and performance of the transactions contemplated herebyclaims, whether or not the transactions are consummatedpresently asserted, including tax liability so arising. (b) any liability or obligation for any and all Taxes arising out of, relating to or pertaining or attributable tootherwise in any way in respect of the Company for the operation of the Business at any time, (i) the Seller or (ii) the Transferred Assets for any period or portion thereof that ends on or before the Closing Dateother than as set forth in Section 2.2 hereof; (ch) any liability (other than with respect to the Assumed Liabilities) to which any All obligations and liabilities of the parties may become subject as a result of the fact that the transactions contemplated by this Agreement are being effected without compliance with the bulk sales provisions of the Uniform Commercial Code as in effect in any state or any similar statute as enacted in any jurisdiction; and (d) all other liabilities and obligations Company arising prior to the Closing and related Date under Contracts that are to be acquired by the Buyer pursuant to the conduct or operation provisions of this Agreement; and (i) All accounts payable owed by the Company arising out of operations of the Transferred Assets Business or otherwise in respect of the Business on or prior to the Closing Date, including the Pre-Closing ObligationsBusiness.

Liabilities Not Assumed by the Buyer. Except for the Assumed Liabilities, the Seller shall pay and discharge in the due course all of their its liabilities, debts and obligations relating to the Transferred AssetsAssets or the Business, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including including, without limitation, any tax Tax liabilities of Seller, including those the Seller pertaining to the Transferred Assets or the Business for periods prior to the Closing Date, any Debt Obligations and the liabilities and obligations set forth in clauses (a) through (d) below (collectively, the "Retained Liabilities"), and the Buyer shall not assume, or in any way be liable or responsible for, any of such Retained Liabilities. Without limiting the generality of the foregoing, the Retained Liabilities shall include the following: (a) any liability or obligation of the Seller arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby, whether or not the such transactions are consummated, including tax liability so arising.; (b) any liability or obligation for any and all Taxes of, or pertaining or attributable to, (i) the Seller for any period that ends on or before the Closing Date, or (ii) the Business and/or the Transferred Assets for any period or portion thereof that ends on or before the Closing DateDate (including, but in no way limited to, any and all Taxes described in clauses (i) and (ii) of this Section 1.5(b) for which liability is or may be sought to be imposed on the Buyer under any successor liability, transferee liability or similar provision of any applicable federal, foreign, state or local law; (c) any liability (other than with respect to the Assumed Liabilities) to which any of the parties may become subject as a result of the fact that the transactions contemplated by this Agreement are being effected without compliance with the bulk sales provisions of the Uniform Commercial Code as in effect in any state or any similar statute as enacted in any jurisdiction; and (d) all other liabilities and obligations of any Person arising prior to the Closing and or related to the conduct or operation of the Transferred Assets or the Business on or prior to the Closing Date, including including, but not limited to, the Pre-Closing ObligationsObligations and the specific liabilities, obligations or litigation listed in Sections 2.4(f), 2.6, 2.8 or 2.11 of the Disclosure Schedule.

Liabilities Not Assumed by the Buyer. Except for the Assumed LiabilitiesLiabilities and the warranty claims as provided in Section 7.09 hereof, the Seller shall pay and discharge in the due course all of their its liabilities, debts and obligations relating to the Transferred Assetsobligations, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including including, without limitation, those listed in Schedule 1.05 of the Disclosure Schedule (the “Retained Liabilities”), and the Buyer shall not assume, or in any tax liabilities of Seller, including those pertaining to the Transferred Assets way be liable or the Business for periods prior to the Closing Dateresponsible for, any Debt Obligations and the liabilities and obligations set forth in clauses (a) through (d) below (collectively, the "of such Retained Liabilities"). Without limiting the generality of the foregoing, the Retained Liabilities shall include the following: (a) any liability or obligation of the Seller arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby, whether or not the such transactions are consummated, including tax but not limited to, and except as otherwise provided herein, any liability for Taxes so arising.; (b) any liability or obligation for any and all Taxes of, or pertaining or attributable to, (i) the Seller for any period that ends on or before, or includes, the Closing Date, or (ii) the Business and/or the Transferred Assets for any period or portion thereof that ends on or before the Closing DateDate (including, but in no way limited to, any and all Taxes described in clauses (i) and (ii) of this Section 1.05(b) for which liability is or may be sought to be imposed on the Buyer under any successor liability, transferee liability or similar provision of any applicable foreign, federal, state or local law); (c) any liability (other than with respect to except for the Assumed Liabilities) to which any of the parties may become subject warranty claims as a result of the fact that the transactions contemplated by this Agreement are being effected without compliance with the bulk sales provisions of the Uniform Commercial Code as provided in effect in any state or any similar statute as enacted in any jurisdiction; and (d) Section 7.09 hereof, all other liabilities and obligations to any Person arising prior to the Closing and or related to the conduct or operation of the Transferred Assets or the Business on or prior to the Closing Date, including including, but not limited to, the Pre-Closing ObligationsObligations and the specific liabilities, obligations or litigation listed on Schedule 1.05(c) of the Disclosure Schedule; (d) all environmental costs and liabilities, to the extent arising out of or otherwise related to: (i) the ownership or operation by Seller of the Transferred Assets or the Business, including but not limited to the Facilities, prior to the Closing Date, and (ii) the Excluded Assets or any other real property formerly owned, operated, leased or otherwise used by Seller; (e) except as set forth in Article 6, all liabilities arising out of, relating to or with respect to (i) the employment or performance of services, or termination of employment or services by Seller of any individual (including any Transferred Employee) on or before the Closing Date, (ii) worker’s compensation claims against Seller that relate to the conduct of the Business or the operation of the Transferred Assets on or before the Closing Date, irrespective of whether such claims are made prior to or after the Closing or (iii) any employee benefit plan of the Seller; (f) all liabilities arising out of, under or in connection with any indebtedness of Seller, not specifically assumed by Buyer in this Agreement, including but not limited to notes payable to the Shareholders or to notes payable to any employee or employees of the Seller; (g) all liabilities in respect of: (i) any pending or threatened legal proceeding or any claim arising out of, relating to or otherwise in respect of the operation of the Business prior to the Closing Date or (ii) any Excluded Asset; (h) except as provided in Section 7.09, all liabilities relating to any dispute with any client or customer of the Business existing as of the Closing Date or based upon, relating to or arising out of events, actions, or failures to act prior to the Closing Date; provided, however, the Buyer agrees to reasonably assist Seller in satisfying such dispute at Seller's cost, including by providing services of Buyer and the Transferred Employees and Transferred Assets; and (i) The Seller Note shall be subject to that one certain Subordination Agreement substantially similar to Exhibit “H”, which is attached hereto.

Liabilities Not Assumed by the Buyer. Except for the Assumed LiabilitiesLiabilities and the warranty claims as provided in Section 7.09 hereof, the Seller shall pay and discharge in the due course all of their its liabilities, debts and obligations relating to the Transferred Assetsobligations, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including including, without limitation, those listed in Schedule 1.05 of the Disclosure Schedule (the “Retained Liabilities”), and the Buyer shall not assume, or in any tax liabilities of Seller, including those pertaining to the Transferred Assets way be liable or the Business for periods prior to the Closing Dateresponsible for, any Debt Obligations and the liabilities and obligations set forth in clauses (a) through (d) below (collectively, the "of such Retained Liabilities"). Without limiting the generality of the foregoing, the Retained Liabilities shall include the following: (a) any liability or obligation of the Seller arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby, whether or not the such transactions are consummated, including tax but not limited to, and except as otherwise provided herein, any liability for Taxes so arising.; (b) except as set out in Section 1.04(f), any liability or obligation for any and all Taxes of, or pertaining or attributable to, (i) the Seller for any period that ends on or before, or includes, the Closing Date, or (ii) the Business and/or the Transferred Assets for any period or portion thereof that ends on or before the Closing DateDate (including, but in no way limited to, any and all Taxes described in clauses (i) and (ii) of this Section 1.05(b) for which liability is or may be sought to be imposed on the Buyer under any successor liability, transferee liability or similar provision of any applicable foreign, federal, state or local law); (c) any liability (other than with respect to except for the Assumed Liabilities) to which any of the parties may become subject warranty claims as a result of the fact that the transactions contemplated by this Agreement are being effected without compliance with the bulk sales provisions of the Uniform Commercial Code as provided in effect in any state or any similar statute as enacted in any jurisdiction; and (d) Section 7.09 hereof, all other liabilities and obligations to any Person arising prior to the Closing and or related to the conduct or operation of the Transferred Assets or the Business on or prior to the Closing Date, including including, but not limited to, the Pre-Closing ObligationsObligations and the specific liabilities, obligations or litigation listed on Schedule 1.05(c) of the Disclosure Schedule; and (d) all environmental costs and liabilities, to the extent arising out of or otherwise related to: (i) the ownership or operation by Seller of the Transferred Assets or the Business prior to the Closing Date, and (ii) the Excluded Assets or any other real property formerly owned, operated, leased or otherwise used by Seller; (e) except as set forth in Article 6, all liabilities arising out of, relating to or with respect to (i) the employment or performance of services, or termination of employment or services by Seller of any individual (including any Transferred Employee) on or before the Closing Date, (ii) worker’s compensation claims against Seller that relate to the conduct of the Business or the operation of the Transferred Assets on or before the Closing Date, irrespective of whether such claims are made prior to or after the Closing or (iii) any employee benefit plan of the Seller; (f) all liabilities arising out of, under or in connection with any indebtedness of Seller, not specifically assumed by Buyer in this Agreement, including but not limited to notes payable to the Shareholders or to notes payable to any employee or employees of the Seller; (g) all liabilities in respect of: (i) any pending or threatened legal proceeding or any claim arising out of, relating to or otherwise in respect of the operation of the Business prior to the Closing Date or (ii) any Excluded Asset; (h) except as provided in Section 7.09, all liabilities relating to any dispute with any client or customer of the Business existing as of the Closing Date or based upon, relating to or arising out of events, actions, or failures to act prior to the Closing Date; provided, however, the Buyer agrees to reasonably assist Seller in satisfying such dispute at Seller's cost, including by providing services of Buyer and the Transferred Employees and Transferred Assets; and (i) all liabilities related to the preferred stock issued by the Seller, including but not limited to accumulated undeclared dividends, liquidation preferences or any other provisions of said preferred stock.

Liabilities Not Assumed by the Buyer. Except for The Buyer shall not be deemed by anything contained in this Agreement to have assumed and the Sellers and the Stockholders hereby jointly and severally agree to fully pay and perform in a prompt and timely manner and to indemnify the Buyer and hold the Buyer harmless with respect to all liabilities and obligations related to the Business other than the Assumed Liabilities including the following liabilities (the "Excluded Liabilities"): (a) Any liability of the Sellers or Stockholders to any person or entity the existence of which constitutes a breach of any covenant, agreement, representation or warranty of the Seller shall pay and discharge Sellers or any Stockholder contained in this Agreement; (b) All tax liabilities of the due course all Sellers of their liabilitiesany kind, debts and obligations including tax liabilities relating to the Transferred Assetsoperations, whether known assets or unknown, now existing or hereafter arising, contingent or liquidated, including any properties of the Business and tax liabilities of Seller, including those pertaining relating to the Transferred Assets or sale of the Business Acquisition Assets; (c) Any liability of the Sellers for periods any obligation for benefits accrued prior to the Closing Date, any Debt Obligations and the liabilities and obligations set forth in clauses (a) through Date under employee benefit plans; (d) below (collectively, the "Retained Liabilities"). Without limiting the generality of the foregoing, the Retained Liabilities shall include the following: (a) any Any liability or obligation of the Seller arising out of for or in connection with the negotiation and preparation respect of this Agreement and the consummation and performance of the transactions contemplated herebyany loan or interest bearing indebtedness, whether or not the transactions are consummated, including tax liability so arising. (b) any liability or obligation other indebtedness for any and all Taxes ofmoney borrowed, or pertaining account payable of Sellers or attributable to, (i) the Seller any affiliates or (ii) the Transferred Assets for any period or portion thereof that ends associates of Sellers on or before prior to the Closing Date; (ce) All obligations and liabilities in respect of any liability (and all claims of product defects pertaining to any products, including obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warrants of merchantability and other claims, other than with respect as set forth in Section 2.2 hereof; (f) All obligations and liabilities relating to the Assumed Liabilities) to which employment or termination of employment of any employee of the parties may become subject as a result Sellers; (g) All obligations or liabilities arising under or in connection with any bonus, pension, profit sharing, deferred compensation, retirement, severance pay, disability benefits, death benefits, hospitalization, insurance or other similar plan or arrangement or understanding providing benefits, including post-retirement benefits, to the Seller's employees; (h) All obligations and liabilities in respect of lawsuits, actions and proceedings, pending or threatened, and claims, whether or not presently asserted, arising out of, relating to or otherwise in any way in respect of the fact that Sellers for the transactions contemplated by this Agreement are being effected without compliance with the bulk sales provisions operation of the Uniform Commercial Code Business at any time, other than as set forth in effect in any state or any similar statute as enacted in any jurisdiction; andSection 2.2 hereof; (di) all other All obligations and liabilities and obligations of the Sellers arising on or prior to the Closing and related Date under Contracts that are to be acquired by the Buyer pursuant to the conduct or operation provisions of this Agreement; (j) All accounts payable and other liabilities of the Transferred Assets or the Business Sellers to third parties accrued on or prior to the Closing Date, including and arising out of operations of the Pre-Business or otherwise in respect of the Business; (k) All claims against Seller, or any other liabilities of any kind or nature whatsoever relating to the Business or the Acquisition Assets, to the extent attributable to facts, events or circumstances occurring on or prior to the Closing ObligationsDate, regardless of whether such claim or liability shall arise or become known before, on or after the Closing Date; (l) All liabilities arising under or relating to Environmental Laws; (m) All accrued expenses of any kind accrued on or prior to the Closing Date; and (n) All liabilities relating to any of the Excluded Assets.

Liabilities Not Assumed by the Buyer. Except for the Assumed Liabilities, the Seller shall pay and discharge in the due course all of their its liabilities, debts and obligations relating to the Transferred AssetsAssets or the Business, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including including, without limitation, any tax Tax liabilities of Seller, including those the Seller or the Affiliated Companies pertaining to the Transferred Assets or the Business for periods prior to the Closing Date, any Debt Obligations and the liabilities and obligations set forth in clauses (a) through (dg) below (collectively, the "Retained Liabilities"), and, subject to SECTION 7.5 hereof, the Buyer shall not assume, or in any way be liable or responsible for, any of such Retained Liabilities. Without limiting the generality of the foregoing, the Retained Liabilities shall include the following: (a) any liability or obligation of the Seller and the Affiliated Companies arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby, whether or not the such transactions are consummated, including tax liability so arising.; (b) any liability or obligation for any and all Taxes of, or pertaining or attributable to, (i) the Seller and the Affiliated Companies for any period that ends on or before the Closing Date, or (ii) the Business and/or the Transferred Assets for any period or portion thereof that ends on or before the Closing Date; (c) any liability (other than with respect to the Assumed Liabilities) to which any of the parties may become subject as a result of the fact that the transactions contemplated by this Agreement are being effected without compliance with the bulk sales provisions of the Uniform Commercial Code as in effect in any state or any similar statute as enacted in any jurisdiction; (d) any liability or obligation of the Seller and the Affiliated Companies relating to the Excluded Assets described in SECTION 1.2; (e) any liability or obligation of the Seller and the Affiliated Companies relating to the transportation, storage or disposal of Hazardous Materials generated by the Seller and the Affiliated Companies, or used, in connection with the Transferred Assets or the properties, operations or activities of the Business prior to the Closing Date; (f) any liability or obligation of the Seller and the Affiliated Companies resulting from or relating to the employment relationship between the Seller and the Affiliated Companies and the Excluded Employees; and (dg) all other liabilities and obligations arising prior to the Closing and related to the conduct or operation of the Transferred Assets or the Business on or prior to the Closing Date, including including, but not limited to, the Pre-Closing ObligationsObligations (other than with respect to the Assumed Liabilities). Notwithstanding the foregoing, all Warranty Obligations and Allseas Obligations that in the aggregate do not exceed the Ceiling Amount and all liabilities and obligations of the Seller and the Affiliated Companies with respect to the Assumed Litigation shall not be deemed to be Retained Liabilities. Liabilities and obligations for the Warranty Obligations and the Allseas Obligations that in the aggregate are in excess of the Ceiling Amount shall be deemed to be Retained Liabilities.

Liabilities Not Assumed by the Buyer. Except for Notwithstanding anything to the Assumed Liabilities, the Seller shall pay and discharge contrary in this Agreement or in the due course all of their liabilitiesattached Schedules, debts and obligations relating it is expressly agreed that the Buyer shall not assume, pay, perform, or discharge, nor shall it for any purpose be deemed to the Transferred Assetshave assumed, whether known any debts, obligations, or unknown, now existing or hereafter arising, contingent or liquidated, including any tax liabilities of Sellerthe Sellers, including those pertaining to the Transferred Assets or the Business for periods prior to the Closing Date, any Debt Obligations and the liabilities and obligations set forth except as expressly assumed in clauses (a) through (d) below (collectively, the "Retained Liabilities")Paragraph 16. Without limiting the generality of the foregoing, the Retained Liabilities Buyer shall include not assume, pay, perform, or discharge any of the followingfollowing debts, obligations, or liabilities of the Sellers: (a) any liability or obligation for federal, state, or local income, property, franchise, sales, use, value added, payroll, social security, or other taxes or fees payable in respect of any transaction which occurred prior to the Seller arising out of Closing Date, or in connection with which is contemplated by this Agreement, or any taxes which the negotiation and preparation of Sellers are expressly obligated to pay under this Agreement and the consummation and performance of the transactions contemplated hereby, whether or not the transactions are consummated, including tax liability so arising.Agreement; (b) any liability or obligation for arising out of any and all Taxes ofsale or purchase contract, distributor or sales agency agreement, purchase order, lease, collective bargaining agreement, consulting agreement, employment or secrecy agreement, loan agreement, promissory note, indenture, license, or pertaining or attributable toany other commitment not assigned and transferred to the Buyer under this Agreement, (i) and not expressly assumed by the Seller or (ii) Buyer pursuant to the Transferred Assets for any period or portion thereof that ends on or before the Closing Dateprovisions of Paragraph 16; (c) any liability (other than with respect to or obligation on account of any product liability or warranty claim, action, or suit for personal injury or property damage arising from any product shipped or delivered by the Assumed Liabilities) to which Sellers, or by any prior owner or operator of the parties may become subject as a result of the fact that the transactions contemplated by this Agreement are being effected without compliance with the bulk sales provisions of the Uniform Commercial Code as in effect in any state or any similar statute as enacted in any jurisdiction; and (d) all other liabilities and obligations arising prior to the Closing and related to the conduct or operation of the Transferred Assets or the Business on or Business, prior to the Closing Date, or any liability for death or injury to persons or damage to property arising from the operation of the Business prior to the Closing Data (d) any liability or obligation on account of any of the claims, actions, suits, proceedings, investigations, citations, complaints, notices, demand letters, or conditions described in Schedule V, attached hereto; or any other liability or obligation on account of any claim, action, suit, proceeding, citation, complaint, notice, or demand letter arising from a violation of any environmental law, rule, regulation, code, or ordinance at, on, or about the land, plants, facilities, and buildings listed in Schedules A and B prior to the Closing Date, or at, on, or about any other land, plants, or facilities previously owned or operated by the Sellers or any other owner or operator of all or any part of the Business; (e) any liability or obligation on account of any claim, action, suit, proceeding, citation, complaint, notice, or demand letter arising from the transport, treatment, recycling, storage, or disposal, or arrangements therefor, at, on, or about any land, plant or facility owned or operated by any other party, of any material or waste generated by the Sellers or any other owner or operator of all or any part of the Business, and transported off-site from any land, plant, or facility listed in Schedules A or B prior to the Closing Date or from any other land, plant, or facility previously owned or operated by the Sellers or any prior owner or operator of all or any part of the Business; and (f) any liability or obligation: (i) to provide life insurance coverage; or health and welfare benefits, for employees of the Sellers during any period before the Closing Date, including coverage for claims incurred but not reported as of the Pre-closing, or to provide such coverage or benefits after the Closing ObligationsDate to former employees of the Sellers who retired from employment with the Sellers prior to the Closing Date; (ii) to pay severance pay due to the termination of employees of the Sellers prior to the Closing Date, or due to the transactions contemplated by this Agreement, except as otherwise provided in Schedule R, part 7; (iii) to provide relocation expenses, reimbursements, or assistance to any employee of the Sellers for relocations which occurred prior to the Closing Date; (iv) to pay or provide benefits of any kind for any periods of time for employees of the Sellers who are disabled on the Closing Date; and (v) to pay fees due under any consulting agreements between the Sellers and former employees of the Sellers.

Liabilities Not Assumed by the Buyer. Except for Anything in this Agreement to the Assumed Liabilitiescontrary notwithstanding, the Buyer shall not assume, or in any way be liable or responsible for, any liabilities or obligations of the Business or any liabilities or obligations of the Seller shall pay and discharge or the Principals, whether or not such liabilities or obligations are in the due course all of their liabilities, debts and obligations relating connection with or related to the Transferred Assets, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including any tax liabilities of Seller, including those pertaining to the Transferred Assets Business or the Business for periods prior to the Closing Date, any Debt Obligations and the liabilities and obligations set forth in clauses (a) through (d) below (collectively, the "Retained Liabilities")Purchased Assets. Without limiting the generality of the foregoing, the Retained Liabilities Seller and the Principals shall include retain, and shall be solely responsible for paying, performing and discharging when due, and the Buyer shall not assume or have any responsibility for, each of the following: (ai) any liability or obligation of the Seller arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby, whether or not the transactions are consummatedincluding, including without limitation, any tax liability so arising.; (bii) any liability or obligation for any under contracts and all Taxes of, or pertaining or attributable to, (i) other agreements to which the Seller is a party or (ii) the Transferred Assets for any period by or portion thereof that ends on to which it or before the Closing Dateits assets, properties or rights are bound or subject; (ciii) any liability or obligation relating to or arising out of the Purchased Assets and Excluded Assets; (other than with respect iv) any liability or obligation pertaining to the Assumed Liabilities) to which any of the parties may become subject as a result employees of the fact that the transactions contemplated Business; (v) any tax, charge, duty, levy or other similar assessment imposed by this Agreement are being effected any federal, state local or foreign governmental department, commission, board, bureau, agency or instrumentality (a "Taxing Authority"), including without compliance with the bulk sales provisions of the Uniform Commercial Code as in effect in limitation, income, gross receipts, excise, property, sales, gain, use, license, capital stock, transfer, franchise, payroll, withholding, social security, unemployment insurance, medicaid or other taxes, including without limitation any state interest or any similar statute as enacted in any jurisdictionpenalties attributable thereto (collectively, "Taxes"); and (dvi) all any other liabilities liability or obligation of the Principals or the Seller, and obligations their respective stockholders, directors, officers, employees, affiliates, agents or representatives and their respective successors and assigns arising prior out of or relating to the Closing and related to the conduct Business or operation of the Transferred Assets or the Business on or prior to the Closing Date, including the Pre-Closing Obligationsotherwise.

Liabilities Not Assumed by the Buyer. Except for the Assumed Liabilities, the Seller shall pay and discharge in the due course all of their liabilities, debts liabilities and obligations relating assigned to and assumed by the Transferred AssetsBuyer as provided for in Section 3.1 above, all commitments, liabilities and obligations of the Business of every kind or nature whatever, whether known or unknown, now existing liquidated or hereafter arisingunliquidated, contingent fixed or liquidatedcontingent, including which in any tax liabilities of way relate to the Acquired Assets, the Seller, including those pertaining to the Transferred Assets or the Business for periods prior to Business, shall remain the Closing Datecommitments, any Debt Obligations and the liabilities and obligations set forth in clauses of the Seller (a) through (d) below (collectively, the "Retained Liabilities"). Without limiting Although not limited by the generality of the foregoingfollowing, the Buyer specifically shall not be deemed by anything contained in this Agreement to have assumed, and the Seller hereby agrees to indemnify the Buyer (in the manner provided in Section 10 below) and hold it harmless with respect to the following Retained Liabilities shall include the followingLiabilities: (a) All payables which pertain to the Acquired Assets and all of the Seller's trade payables which pertain to and have arisen from the operation of the Business and the Seller's occupancy of the Leased Premises prior to the Closing Date; (b) Any and all liabilities and obligations for Taxes arising from or with respect to the Acquired Assets or the Business which are incurred in or attributable to the operation of the Business on or before the Closing or the Seller's occupancy of the Leased Premises on or before the Closing (including any Taxes that arise as a result of the transactions contemplated by this Agreement); (c) Any liability or obligation (contingent or otherwise) of the Seller arising out of any threatened or in connection with the negotiation and preparation pending litigation and/or arising out of this Agreement and the consummation and performance of the transactions contemplated hereby, whether any claim made or not the transactions are consummated, including tax liability so arising. (b) any liability or obligation which may hereafter be made for any and all Taxes of, or pertaining or attributable to, (i) the Seller or (ii) the Transferred Assets for any period or portion thereof that ends on or before acts which occur prior to the Closing Date; (cd) Any liability for unpaid wages, accrued vacation or other benefits due any liability (other than with respect to the Assumed Liabilities) to which any employees, agents or independent contractors of the parties may become subject Seller as a result of the fact that the transactions contemplated by this Agreement are being effected without compliance with the bulk sales provisions of the Uniform Commercial Code as in effect in any state or any similar statute as enacted in any jurisdiction; andClosing Date; (de) all other liabilities and obligations Any liability or obligation arising prior out of defects in, or damages to persons or property arising out of defects in products sold by the Closing and related to the conduct or operation of the Transferred Assets or the Business on or Seller prior to the Closing Date; (f) All executory liabilities and obligations of the Seller under any lease, including purchase or sale order, contract, agreement, indenture or commitment, whether written or oral, except those assigned to and assumed by the Pre-Buyer as described in Section 1.2(d) above; (g) Any accrued or other liability for contribution or payment to be made under any employee benefit plan; and (h) Any liability for failure of the Seller to comply with any legal obligation prior to the Closing ObligationsDate with respect to the ownership and use of the Acquired Assets and the operation of the Business.

Liabilities Not Assumed by the Buyer. Except for the Assumed Liabilities, the Seller shall pay and discharge in the due course all of their its liabilities, debts and obligations relating to the Transferred Assetsobligations, whether known or unknown, now existing or hereafter arising, contingent or liquidatedliquidated (the “Retained Liabilities”), including and the Buyer shall not assume, or in any tax liabilities of Seller, including those pertaining to the Transferred Assets way be liable or the Business for periods prior to the Closing Dateresponsible for, any Debt Obligations and the liabilities and obligations set forth in clauses (a) through (d) below (collectively, the "of such Retained Liabilities"). Without limiting the generality of the foregoing, the Retained Liabilities shall include the following: (a) : any liability or obligation of the Seller arising out of or in connection with with, or the negotiation and preparation of this Agreement and any other agreement, certificate, Schedule, Exhibit or writing delivered to the Buyer pursuant to this Agreement and the consummation and performance of the transactions contemplated herebyhereby (including as provided in Article 12 hereof), whether or not the such transactions are consummated, including tax but not limited to any income Tax liability of the Seller so arising. (b) arising and all liabilities and obligations for any fees, commissions or like payments for having acted or claiming to have acted, directly or indirectly, as a broker, finder or financial advisor for the Seller, DCCI or the Shareholders in connection the transactions contemplated hereby; all liabilities and obligations of Seller and the Business attributable to Seller’s violation, breach or default in respect of any Assumed Contract or Lease; any liability or obligation for any and all Taxes of, or pertaining or attributable to, (i) the Seller or (ii) the Transferred Assets Business for any period or portion thereof that ends on or before the Closing Date; (c) any liability (other than with respect to the Assumed Liabilities) to which any of the parties may become subject as a result of the fact that the transactions contemplated by this Agreement are being effected without compliance with the bulk sales provisions of the Uniform Commercial Code as in effect in any state or any similar statute as enacted in any jurisdiction; and (d) all other liabilities and obligations arising prior to the Closing Date and related to the conduct or operation of the Transferred Assets or the Business on or for which such Taxes became due and owing prior to the Closing Date; all liabilities and obligations in respect of Employee Benefits and employees and former employees of the Seller and the Business except to the extent specifically assumed by the Buyer in respect of Transferred Employees as set out in Article 6 of this Agreement and all liabilities, costs and expenses (including attorneys’ fees) for all existing employment claims that have been filed by any employee or former employee of the PreSeller or the Business prior to the Closing Date relating to arbitrations, unfair labor practice charges, employment discrimination charges, wrongful termination claims, workers’ compensation claims, any employment-related tort claim or other claims or charges of or by employees of the Seller, or any thereof filed after the Closing ObligationsDate, to the extent (and only to the extent) that the same result from the employment relationship between the Seller and the employee and conditions, actions or events or series of actions or events which occurred prior to the Closing Date; all liabilities and obligations of Seller and the Business under any and all Contracts and Other Agreements between the Seller or the Business (other than the Lease Agreements) and any one or more officers, directors, shareholders or members of Seller or any of its affiliates; and all product liabilities of Seller relating to products sold, distributed or manufactured by Seller prior to the Closing Date.

Liabilities Not Assumed by the Buyer. Except for the Assumed Liabilities, the Seller Sellers shall pay and discharge in the due course all of their liabilities, debts and obligations relating to the Transferred AssetsAssets or the Business, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including including, without limitation, any tax Tax liabilities of Seller, including those the Sellers pertaining to the Transferred Assets or the Business for periods prior to the Closing Date, any Debt Obligations and the liabilities and obligations set forth in clauses (a) through (de) below (collectively, the "Retained Related Liabilities"), and the Buyer shall not assume, or in any way be liable or responsible for, any of such Retained Liabilities. Without limiting the generality of the foregoing, the Retained Liabilities shall include the following: (a) any liability or obligation of the Seller Sellers arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby, whether or not the such transactions are consummated, including tax liability so arising.; (b) any liability or obligation for any and all Taxes of, or pertaining or attributable to, (i) the Seller Sellers for any period that ends on or before the Closing Date, or (ii) the Business or the Transferred Assets for any period or portion thereof that ends on or before the Closing Date; (c) any liability (other than with respect to the Assumed Liabilities) to which any of the parties may become subject as a result of the fact that the transactions contemplated by this Agreement are being effected without compliance with the bulk sales sale provisions of the Uniform Commercial Code as in effect in any state or any similar statute as enacted in any jurisdiction; (d) any liability or obligation of the Sellers arising out of or in connection with the Sellers' obligations under Section 1.1(b) hereof; and (de) all other liabilities and obligations obligations, direct, indirect, contingent or liquidated, not reflected on the Final Balance Sheet or arising prior to the Closing and related to the conduct or operation of the Transferred Assets or the Business on or prior to the Closing Date, including including, but not limited to, the Pre-Closing Obligations.

Liabilities Not Assumed by the Buyer. Except for the Assumed Liabilities, the The Seller shall pay and ------------------------------------- discharge in the due course all of their liabilities, debts its Debt and perform and discharge in due course all of its obligations relating to the Transferred Business or the Business Assets, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including any tax liabilities of Sellerincluding, including those pertaining to the Transferred Assets or the Business for periods prior to the Closing Datewithout limitation, any Debt Obligations and the liabilities and obligations set forth in clauses (a) through (df) below (collectively, the "Retained Liabilities"), and --------------------- the Buyer shall not assume, or in any way be liable or responsible for, any of such Retained Liabilities. Without limiting the generality of the foregoing, the Retained Liabilities shall include the following: (a) Bank or Credit Card Debt; (b) all Accounts Payable and Trade Payables of the Seller existing, accrued, or created prior to the Closing Date; (c) any liability or obligation of the Seller arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby, whether or not the such transactions are consummated, including tax liability so arising.; (bd) any liability or obligation for any and all Taxes of, or pertaining or attributable to, (i) the Seller for any period that ends on or before the Closing Date, or (ii) the Transferred Business and/or the Business Assets for any period or portion thereof that ends on or before the Closing DateDate (including, but in no way limited to, any and all Taxes described in clauses (i) and (ii) of this Section for which liability is or may be sought to be imposed on the Buyer under any successor liability, transferee liability, or similar provision of any applicable Law); (ce) any liability (other than with respect to the Assumed Liabilities) to which any number of the parties may become subject as a result of the fact that the transactions contemplated by this Agreement are being effected without compliance with the bulk sales provisions of the Uniform Commercial Code as in effect in any state or any similar statute as enacted in any jurisdiction; and (df) all other liabilities and obligations of any Person arising prior to the Closing and that are related to the conduct or operation of the Transferred Assets Business or the Business Assets on or prior to the Closing Date, including the Pre-Closing Obligations.

Liabilities Not Assumed by the Buyer. Except The Seller shall be responsible for all liabilities and obligations with respect to the Assumed LiabilitiesSeller, the Seller shall pay and discharge in Assets or the due course all business operations of their liabilitiesthe Seller, debts and obligations relating to the Transferred Assetsfixed, whether absolute, contingent, disputed or undisputed, secured or unsecured, known or unknown, now existing in existence or hereafter arising, contingent or liquidated, including any tax liabilities of Seller, including those pertaining to the Transferred Assets or the Business for periods prior to the Closing Date, any Debt Obligations and the liabilities and obligations set forth in clauses arising (a) through (d) below (collectively, collectively the "Retained Liabilities"), and the Buyer shall not assume, or in any way be liable or responsible for, and the Seller shall and do indemnify, defend and hold harmless the Buyer against the Liabilities. Without limiting the generality of the foregoing, the Retained Liabilities Buyer shall include not assume the following:following with respect to the business of the Seller and the Assets (all of which are deemed to be included within the "Liabilities"): (a) 3.1 any liability or obligation of the Seller arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby, whether or not the such transactions are consummatedconsummated including, including but not limited to, any tax liability so arising.; (b) 3.2 any liability or obligation under contracts or other agreements, whether written or oral, to which the Seller is a party or by or to which it or its assets, properties or rights are bound or subject including, without limitation, any licenses; 3.3 any liability or obligation of the Seller, or any consolidated group of which the Seller is a member, for any foreign, federal, state, county or local income, franchise, employee withholding, FICA, employment, payroll related, excise, sales, use, gross receipts, property or any other tax of any sort relating to the Assets; 3.4 any liability or obligation of the Seller for money borrowed; 3.5 any liability or obligation for personal injury, property damage or otherwise because of any and all Taxes ofmatter or thing whatsoever including, or pertaining or attributable but not limited to, (i) alleged negligence or breach of warranty or under any other theory of product liability; 3.6 any liability or obligation to pay damages by reason of any breach of any obligations or any other acts or omissions of the Seller; 3.7 any liability or obligation of the Seller relating to claims, lawsuits, arbitrations or (ii) the Transferred Assets for any period or portion thereof that ends on or before the Closing Dateother proceedings; (c) 3.8 any liability (other than with respect to the Assumed Liabilities) to which any or obligation of the parties may become subject as a result of the fact that the transactions contemplated by this Agreement are being effected without compliance with the bulk sales provisions of the Uniform Commercial Code as in effect in Seller relating to any state collective bargaining agreements, any trust agreements (including but not limited to health and welfare trusts, pension trusts and legal services trusts) or any similar statute as enacted in any jurisdiction; and employee benefit programs (d) all other liabilities including but not limited to wages, vacation entitlement, severance, holiday pay entitlement, payroll taxes, unemployment compensation contributions, insurance premiums and obligations arising prior to the Closing and related to the conduct workers compensation, employee agreements, pension or operation of the Transferred Assets or the Business on or prior to the Closing Date, including the Pre-Closing Obligationsprofit sharing fund withdrawal liability).

Liabilities Not Assumed by the Buyer. Except for Anything in this Agreement to the Assumed Liabilitiescontrary notwithstanding, the Seller or TLC, as the case may be, shall pay and discharge in the due course be responsible for all of their liabilities, debts and obligations relating to the Transferred Assets, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including any tax liabilities of Seller, including those pertaining to the Transferred Assets or the Business for periods prior to the Closing Date, any Debt Obligations and the its liabilities and obligations set forth in clauses not hereby expressly assumed by the Buyer (a) through (d) below (collectively, the "Retained Liabilities")) and the Buyer shall not assume, or in any way be liable or responsible for, any liabilities or obligations of the Seller or TLC except as specifically provided in Section 2.1. Without limiting the generality of the foregoing, the Retained Liabilities Buyer shall include the followingnot assume or have any liability for: (ai) any liability or obligation of the Seller arising out of (A) the conduct of the Business prior to the Closing Date (including returns of Products sold on or prior to the Closing Date) or (B) any liability or obligation of the Seller to any of its employees, or except with respect to liabilities and obligations under the Contracts assumed by Buyer pursuant to Section 2.1, agents or contractors, arising prior to the Closing Date or (C) for payments of any kind under the Employment Retirement Income Security Action of 1974, as amended ("ERISA") or any comparable law with respect to benefit plans offered employees of the Business on or prior to the Closing Date; (ii) any liabilities relating to (A) Income Taxes of the Seller, (B) except to the extent provided under Section 8.1, Taxes attributable to the transfer of the Purchased Assets pursuant to this Agreement, (C) all other Taxes attributable to periods ending on or prior to the Closing Date, or (D) Taxes of any other person pursuant to an agreement or otherwise; (iii) any royalty payments relating to sales made on or prior to the Closing Date; (iv) any liability or obligation under contracts and other agreements to which the Seller is a party or by to which it or any of its assets, properties or rights are bound or subject which are not reflected on Schedule 1.1(a)(iv); (v) any liability or obligation of the Seller owing to any shareholder, subsidiary or affiliate of the Seller; (vi) any liability or obligation of the Seller arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated herebyby this Agreement, whether or not the transactions are consummatedincluding, including without limitation, (A) any tax liability so arising. , or (bB) any liability or obligation for any and all Taxes of, or pertaining or attributable to, (i) the Seller or (ii) the Transferred Assets for any period or portion thereof that ends on or before the Closing Date; (c) any liability (other than with respect to the Assumed Liabilities) to which any of the parties may become subject as a result of the fact that the transactions contemplated by this Agreement are being effected effected, at the request of the Seller, without compliance with the provisions of any bulk sales provisions of the Uniform Commercial Code as in effect in any state act or any similar statute as enacted in any jurisdiction; andor (dvii) all other liabilities and obligations arising prior to the Closing and related to the conduct any liability or operation obligation of the Transferred Assets Seller under any real estate lease or the Business on or prior to the Closing Date, including the Pre-Closing Obligationssublease.

Liabilities Not Assumed by the Buyer. Except Notwithstanding anything to the contrary in this Agreement, Buyer shall not assume, or in any way be liable or responsible for the Assumed Liabilitiesany, and Seller, each member of the Seller Affiliate Group and their respective Affiliates shall pay pay, perform and discharge in the due course all all, of their respective obligations and liabilities, debts and obligations relating to the Transferred Assetsdirect or indirect, whether known or unknown, now existing fixed or hereafter arisingunfixed, cxxxxx or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or liquidatedotherwise, including any tax liabilities of Seller, including those pertaining except for the Assumed Liabilities (the “Excluded Liabilities”) and Seller and the Seller Affiliate Group shall hold Buyer harmless with respect to the Transferred Assets or Excluded Liabilities pursuant to Article X hereof. For the Business for periods prior to avoidance of doubt, the Closing Date, any Debt Obligations term Assumed Liabilities does not include Excluded Liabilities and the term Excluded Liabilities includes all liabilities and obligations of the Seller (including without limitation liabilities and obligations imposed by operation of law) other than the liabilities and obligations set forth in clauses (a) through (d) below (collectively, the "Retained Liabilities")expressly enumerated under Section 2.3. Without limiting the generality of the foregoing, the Retained Excluded Liabilities shall include the followingfollowing obligations and liabilities: (a) any liability or obligation of the Seller arising out of or in connection with the negotiation and preparation of this Agreement and any of the Transaction Documents or the consummation and performance of the transactions contemplated hereby, whether or not the transactions are consummated, including tax any liability for Taxes so arising.; (b) any liability or obligation for any under the Contracts, including the Conveyed Leases and all Taxes of, or pertaining or attributable to, (i) the Seller or (ii) the Transferred Assets for any period or portion thereof Scheduled Contracts that ends were incurred on or before prior to Closing or relate to periods on or prior to the Closing DateClosing; (c) any liability or obligation of the Seller arising (i) from its failure to perform, or its negligent performance of, its obligations under, or (ii) out of or relating to any breach or claim of breach of a representation, warranty, covenant or agreement of the Seller contained in, any of the Contracts; (d) any liability, obligation or expense of any kind or nature relating to Taxes owed by the Seller or any of its Affiliates or otherwise related to the Business (including any contractual liability with respect to Taxes of another Person) for any period or portion thereof ending on or before the Closing Date (including, without limitation, any liabilities, obligations and expenses pursuant to any tax sharing agreement, tax indemnification or similar arrangement) or arising as a result of the Closing; (e) any liability or obligation of the Seller or otherwise of the Business to the Seller or any of its directors, officers or Affiliates; (f) subject to Section 6.17, any liability, obligation, cost or expense of the Seller or any of its Affiliates arising out of or relating to any claim, action, suit, complaint, dispute, demand, litigation or judicial, administrative or arbitration proceeding (collectively, “Litigation”) to which the Seller is or was a party or which relates to any time at or prior to the Closing (regardless of whether the Litigation is commenced before or after the Closing and whether or not it relates to or arises out of the Business); (g) subject to Section 6.13, any liability or obligation of the Seller with respect to any Indebtedness or Contingent Obligations, including any accrued interest, fees and any penalties thereon; (h) any liability or obligation of the Seller to or with respect to employees, former employees, (whether or not such employees are Business Employees) consultants and former consultants and Plans and other than employee and employment-related liabilities with respect to the Business, including, without limitation, any liability under any of the Employment Agreements or any other employment or similar agreement, any liability for severance of any Business Employee who does not become a Transferred Employee, incentive, bonus or other compensation, health, welfare and other benefit plans of the Seller or any Affiliate of the Seller, whether arising prior to the Closing or otherwise except as are being explicitly assumed pursuant to Section 2.3(d) with respect to the Assumed LiabilitiesVacation Liabilities and any liability for severance of any Business Employee who becomes a Transferred Employee; (i) to which any accounts payable of the parties may become subject as a result Seller, to the extent such accounts payable of the fact Seller are not being assumed pursuant to Section 2.3(b); (j) subject to Section 6.17, any product liability or product warranty with respect to any product manufactured, produced or sold by the Seller (or any successor), whether or not included in the Purchased Assets; (k) any liability or obligation of the Seller arising out of or relating to the failure of the Seller to obtain any Governmental Licenses material to or necessary for the conduct of the Business; (l) any liability or obligation of the Seller arising out of or relating to Environmental Laws; (m) any liability with respect to the discharge of any Permitted Lien that does not arise out of any Assumed Liabilities; or (n) all liabilities of the transactions contemplated by Seller under this Agreement are being effected without compliance with and the bulk sales provisions other Transaction Documents. For the avoidance of doubt, the parties agree that, except for the Assumed Liabilities, the Buyer shall not assume, or in any way be liable or responsible for, any obligations or liabilities of the Uniform Commercial Code as in effect in Seller under the License, the Design Agreement, Contracts (including the Conveyed Leases and the Scheduled Contracts) or otherwise, direct or indirect, known or unknown, fixed or unfixed, cxxxxx or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise, that were incurred, were payable or relate to any state or any similar statute as enacted in any jurisdiction; and (d) all other liabilities and obligations arising time periods prior to the Closing and related or were to be observed, paid, discharged, or performed, as the conduct or operation of the Transferred Assets or the Business on or case may be, at any time prior to the Closing Date, including the Pre-Closing ObligationsClosing.

Liabilities Not Assumed by the Buyer. Except for the Assumed Liabilities, the Seller and the Shareholders shall pay and discharge in the due course all of their liabilities, debts and obligations relating to the Seller, the Shareholders, the Transferred AssetsAssets or the Business, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including including, without limitation, (i) any tax Tax liabilities pertaining to any of the Seller, including those pertaining to the Shareholders, the Transferred Assets or the Business for periods prior to and including the Closing Date, (ii) any Debt Obligations and the of any Person, (iii) all liabilities and obligations set forth in clauses (a) through (d) below (collectivelyrelating to any products manufactured, the "Retained Liabilities"). Without limiting the generality of the foregoing, the Retained Liabilities shall include the following: (a) any liability sold or obligation distributed or services provided by or on behalf of the Seller arising out of or with respect to any claims made pursuant to warranties to third Persons in connection with the negotiation and preparation of this Agreement and the consummation and performance products manufactured, sold or distributed or services provided by or on behalf of the transactions contemplated herebySeller, whether the Shareholders or not the transactions are consummated, including tax liability so arising. (b) any liability or obligation for any and all Taxes of, or pertaining or attributable to, (i) Affiliate of the Seller or the Shareholders, (ii) the Transferred Assets for any period or portion thereof that ends on or before the Closing Date; (c) any liability (other than with respect to the Assumed Liabilities) to which any of the parties may become subject as a result of the fact that the transactions contemplated by this Agreement are being effected without compliance with the bulk sales provisions of the Uniform Commercial Code as in effect in any state or any similar statute as enacted in any jurisdiction; and (div) all other Pre-Closing Obligations, (v) all liabilities and obligations of any Person arising prior to the Closing and or related to the conduct or operation of the Transferred Assets or the Business on or prior to the Closing DateDate and (vi) all obligations, liabilities and expenses of the Seller, the Shareholders or any Affiliate of the Seller or the Shareholders, including investment banking, legal and accounting fees and expenses, relating to the Pre-Closing Obligationstransactions contemplated herein (collectively, the "Retained Liabilities"), and the Buyer shall not assume, or in any way be liable or responsible for, any of such Retained Liabilities.

Liabilities Not Assumed by the Buyer. Except for the Assumed Liabilities, the Seller shall pay and discharge in the due course all of their its liabilities, debts and obligations relating to the Transferred AssetsAssets or the Business, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including including, without limitation, any tax Tax liabilities of Seller, including those Seller pertaining to the Transferred Assets or the Business for periods prior to the Closing Date, any Debt Obligations and the liabilities and obligations set forth in clauses (a) through (d) below (collectively, the "Retained Liabilities"), and the Buyer shall not assume, or in any way be liable or responsible for, any of such Retained Liabilities. Without limiting the generality of the foregoing, the Retained Liabilities shall include the following: (a) any liability or obligation of the Seller Sellers arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby, whether or not the such transactions are consummated, including tax but not limited to any Tax liability so arising.; (b) any liability or obligation for any and all Taxes of, or pertaining or attributable to, (i) the Seller Sellers for any period that ends on or before the Closing Date or (ii) the Business or the Transferred Assets for any period or portion thereof that ends on or before the Closing Date;Date (including, but not limited to, any and all Taxes described in clauses (i) and (ii) of this Section 1.5(b) for which liability is or may be sought to be imposed on the Buyer under any successor liability, transferee liability or similar provision of any applicable federal, foreign, state or local law; and (c) any liability (other than with respect to the Assumed Liabilities) to which any of the parties may become subject as a result of the fact that the transactions contemplated by this Agreement agreement are being effected without compliance with the bulk sales provisions of the Uniform Commercial Code code as in effect in any state either Colorado or any similar statute as enacted in any jurisdictionWyoming; and (d) all other liabilities and obligations arising prior to the Closing and related to the conduct or operation of the Transferred Assets or the Business on or prior to the Closing Date, including including, but not limited to, the Pre-Closing Effective Obligations.