Common use of Liabilities Not Assumed Clause in Contracts

Liabilities Not Assumed. The Buyer shall not assume, and shall not be deemed to have assumed, any liabilities or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities").

Liabilities Not Assumed. The Buyer Except as expressly set forth in Section 2.4 above, Purchaser shall not assumeassume or become liable or obligated in any way for, and Sellers shall not be deemed retain and remain solely liable for and obligated to have assumeddischarge and indemnify and hold harmless Purchaser for, any liabilities or obligations all debts, expenses, accounts payable, contracts, agreements, commitments, obligations, claims, suits and other Liabilities of the Seller Sellers of any kind or nature whatsoever, except as expressly provided in whether or not related to the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations of the Seller Business or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereofAssets, whether relating to periodsknown or unknown, beforeaccrued or not accrued, including fixed or after the Closing Datecontingent, and any taxes current or arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Datehereafter, including, without limitation, any Taxes incurred by or imposed upon of the Seller or the Group and following (collectively referred to herein as “Excluded Liabilities”): (a) Any Liability arising out of or as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time to the extent arising out of facts occurring prior to the Closing Date; (b) Any Liability of the Sellers for unpaid Taxes (with respect to the Business, the Assets, or employees of the Company or otherwise), any Liability of the Sellers for Taxes arising in connection with the consummation of the transactions contemplated Acquisition (including any income Taxes) arising because the Sellers are transferring the Assets or any liability of the Sellers for the unpaid Taxes of any Person other than the Sellers, or a transferee or successor of Sellers, by contract or otherwise; (c) Any Liabilities related to or arising from any breach or default by Sellers or the Affiliates of the Company, whether before or after the Closing Date, of any Contract or related to or arising from any tort, infringement or violation of Laws or Decrees by Sellers, in each case to the extent occurring or arising from facts occurring on or prior to the Closing Date; (d) Any Liability of Sellers or any of the Affiliates of the Company incurred in connection with or under this AgreementAgreement (including, as well as sales without limitation, with respect to any of Sellers or the Affiliates’ representations, warranties, agreements, covenants or indemnities hereunder) relating to the execution or performance of this Agreement and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale herein; (e) Any Liability of Sellers under any of Employee Plans of the Assets Company with respect to any obligation of Sellers to contribute or to make payments to or provide benefits on behalf of employees of the Company; (f) Any fees, expenses or other Liabilities incurred by the Company or any of Affiliates of the Company or hereunder shall be paid as provided in with respect to Sellers or any of the Affiliates’ engagement of their counsel, or any investment banker, broker, merger and acquisition advisory service, appraiser or accounting firm engaged to perform services hereunder; (g) any outstanding Liability or obligations of Sellers for borrowed money due and owing to banks or other lenders, other than obligations under the Assumed Contracts to the extent assumed pursuant to Section 4.06 below. 2.4(a); (h) any Liability of Sellers arising under any Environmental Law for periods on and prior to the liabilities described in the preceding clauses Closing Date; (i) through any Liability of Sellers for the infringement of Third Party Intellectual Property on or prior to the Closing Date; or (vj) being herein collectively called any Liability of Sellers not related to the "Excluded Liabilities")Business.

Liabilities Not Assumed. The Buyer Except as expressly set forth in Section 2.4 above, neither Parent nor Purchaser shall not assumeassume or become liable or obligated in any way, and Seller shall not be deemed retain and remain solely liable for and obligated to have assumeddischarge and indemnify and hold Parent or Purchaser, any as applicable, harmless for, all debts, expenses, accounts payable, contracts, agreements, commitments, obligations, claims, suits and other liabilities or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in whether or not related to the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations of the Seller Business or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereofAssets, whether relating to periodsknown or unknown, beforeaccrued or not accrued, including fixed or after the Closing Datecontingent, and any taxes current or arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Datehereafter, including, without limitation, any Taxes incurred by or imposed upon of the Seller or the Group and following (collectively referred to herein as "Excluded Liabilities"): (a) Any Liability arising out of or as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time to the extent arising out of facts occurring prior to the Closing Date; (b) Any liability of the Seller for unpaid Taxes (with respect to the Business, the Assets, or Seller's employees or otherwise), any liability of the Seller for Taxes arising in connection with the consummation of the transactions contemplated Acquisition (including any income Taxes) arising because the Seller is transferring the Assets or any liability of the Seller for the unpaid Taxes of any Person other than the Seller, or a transferee or successor of Seller, by contract or otherwise; (c) Any liabilities related to or arising from any breach or default by Seller or its Affiliates, whether before or after the Closing Date, of any Contract or related to or arising from any tort, infringement or violation of Laws or Decrees by Seller, in each case to the extent occurring or arising from facts occurring on or prior to the Closing Date; (d) Any liability of Seller or any of Seller's Affiliates incurred in connection with or under this AgreementAgreement (including, as well as sales without limitation, with respect to any of Seller's or its Affiliates' representations, warranties, agreements, covenants or indemnities hereunder) relating to the execution or performance of this Agreement and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the herein; (e) Any Liability of Seller under any of Seller's Employee Plans with respect to any obligation of Seller to contribute or the Buyerto make payments to or provide benefits on behalf of Seller's employees; provided, however, that sales Purchaser shall assume "tail" liability on Seller's health insurance policy related to the Business to the extent the same has been accrued, and use Taxes resulting from is shown, on the purchase Business Financial Statements for the fiscal year ending December 31, 1999; (f) Any fees or expenses incurred by Seller or any of Seller's Affiliates or hereunder with respect to Seller's or any of its Affiliates' engagement of its counsel, or any investment banker, appraiser or accounting firm engaged to perform services hereunder; (g) any outstanding obligations of Seller for borrowed money due and sale owing to banks or other lenders, other than obligations under the Assumed Contracts to the extent assumed pursuant to Section 2.4(a); or (h) any Liability of Seller not related to the Assets hereunder shall be paid as provided in Section 4.06 below. (Business, including the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")Liabilities set forth on SCHEDULE 2.5.

Liabilities Not Assumed. The Except as expressly set forth in this Agreement, Buyer shall not assume, and shall assume or perform any Liabilities not be deemed to have assumed, covered in §2.3 hereof nor any liabilities or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in following Liabilities (the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to:“Excluded Liabilities”): (ia) any liabilities or obligations Liability of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall does not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation relate primarily to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity Business or the Acquired Assets or that has not been incurred in the Ordinary Course of Business; (b) any Liability owing from Seller or the Business to any Affiliate of Seller other than any Liability incurred in the Ordinary Course of Business to Xxxxxx Performance Products, Inc.; (c) any Liability of Seller for Income Taxes whether or not relating to the Business and whether or not incurred prior to the Closing; (d) except as provided in §11.12, any Liability for non-Income Taxes relating to the Business for periods or portions thereof ending prior to the Closing Date and attributable not reflected on the Final Closing Balance Sheet; (e) any Liability arising out of or related to acts performed or omitted by the any Action against Seller or any Action which adversely affects the Group Acquired Assets and which shall have been asserted on or prior to the Closing Date; (f) any Liability (including any Liability for Warranty Claims) that relates to Products manufactured or sold on or prior to the Closing Date by Seller; (g) any Debt of Seller or the Business, except as set forth on Schedule 2.4(g); (h) any obligation of Seller to indemnify any Person by reason of the fact that such Person was a director, officer, employee or agent of Seller or was serving at the request of Seller as a partner, trustee, director, officer, employee or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise, and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement or otherwise); (i) any Liability of Seller for costs and expenses incurred in connection with this Agreement, the making or performance of this Agreement and the transactions contemplated hereby; (j) any Liability of Seller under this Agreement; (k) except with respect to Liabilities assumed pursuant to §2.3(b) related to Transferred Employees or as provided in §6.9, any Liability to or in respect of, or arising out of or in connection with, the employment by Seller or cessation of employment by Seller of any employees or former employees of Seller on or prior to the Closing Date, including without limitation (i) any employment agreement, whether or not written, between Seller and any person, (ii) any Liability under any Employee Plan, other than a Liability with respect to an Acquired Employee Plan, (iii) any severance obligation of Seller, (iv) any claim of an unfair labor practice or grievance or any claim under any unemployment compensation, employment standards, pay equity or worker’s compensation law or regulation or under any federal, state, provincial or foreign employment discrimination law or regulation, which shall have been asserted on or prior to the Closing Date or is based on acts or omissions which occurred on or prior to the Closing Date, whether or not the affected employees are hired by Buyer, (v) any Liability relating to payroll, vacation or sick pay for any current or former employee, director, officer, consultant or independent contractor of Seller other than with respect to Transferred Employees, and (vi) with respect to any actual or alleged agreements or promises to current or former employees, directors, officers, consultants or independent contractors regarding stock options, equity or equity based compensation plans, programs or arrangements maintained by Seller; (l) any Liability of Seller for accounts payable not included in the calculation of Closing Working Capital; and (vm) any and all liabilities or obligations Liabilities for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Pre-Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")Environmental Matters.

Liabilities Not Assumed. The Buyer Notwithstanding anything to the contrary contained in this Agreement, except for the Assumed Liabilities, Tandy shall not assume or in any manner become liable or responsible for any liability, obligation, commitment or expense of any kind, known or unknown, now existing or hereafter arising, of or related to Xxxxxxxx, or the Acquired Assets and Xxxxxxxx shall retain responsibility for all of its liabilities, payments or obligations other than the Assumed Liabilities (the “Retained Liabilities”). In furtherance and not in limitation of the foregoing, neither Tandy nor any of its Affiliates shall assume, and shall not be deemed to have assumed, any known or unknown debt, claim, obligation or other liability of Xxxxxxxx or any of its Affiliates whatsoever (other than the Assumed Liabilities), including, but not limited to (i) any environmental costs or liabilities for any act, omission, condition, event or obligations circumstance, including the handling, storage, transportation or disposal of the Seller hazardous materials or contaminants, (ii) any liabilities in respect of taxes of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafteriii) any brokers’ or finders’ fees arising by reason of this Agreement, (iv) any indebtedness, (v) any obligations or liabilities for employees, including severance, pension, profit sharing or any other employee benefit plans, compensation, retiree or medical benefits and in Section 2.03(a) above. Without limiting the generality of the foregoingobligations, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: (ivi) any liabilities or obligations of related to the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase orderRetained Assets, or other commitment that shall not be assigned(vii) warranties, except as contemplated by Section 1.02 of this Agreement; (ii) rebates, allowances, deductions and/or price discrepancies relating in any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation manner to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity Xxxxxxxx prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities").

Liabilities Not Assumed. The Except as set forth in Section 1.5, Buyer shall not assume, assume and shall not be deemed responsible to have assumedpay, perform or discharge any other obligations, liabilities, contracts or commitments of Seller of any kind or nature whatsoever (the "Excluded Liabilities"). Seller shall pay and satisfy when due all Excluded Liabilities where failure to pay or satisfy such Excluded Liabilities may impair Buyer's use of or benefit from the Acquired Assets or cause Buyer to be held liable for such Excluded Liabilities. Without limiting the generality of the foregoing and notwithstanding anything to the contrary in this Agreement, the Excluded Liabilities shall include, but not be limited to, the following: (a) any obligations or liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement (except as otherwise provided pursuant to this Agreement or the Management Agreement (as defined in Section 6.1(h)) and, except as contemplated by the Operative Agreements (as defined in Section 3.2), the transactions contemplated hereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (b) any product liability or similar claim for injury to person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by the Seller, or by reason of the improper performance or malfunctioning of a product or service, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any defect in service performed by the Seller on or prior to the First Closing Date; (c) any obligations or liabilities of the Seller arising under or in connection with any Employee Plan providing benefits to any present or former employee of the Seller; (d) any obligations or liabilities of the Seller for any present or past employees, agents or independent contractors of the Seller, including, without limitation, any workers' compensation claims and employee severance claims; provided, however, that the Assumed Liabilities will include all residual payments for the period from the First Closing to the Second Closing due from Seller to agents solely for customer accounts being transferred to Buyer pursuant to this Agreement; (e) any obligations or liabilities with respect to the litigation, investigations and other matters set forth on Schedule 3.19; (f) any obligations or obligations liabilities for any Taxes (as defined in Section 3.16) of Seller (other than allocated to the Buyer pursuant to Section 1.3 hereof) attributable to the Acquired Assets or the Business and relating to any period or portion thereof ending prior to the First Closing Date; and (g) any other obligation or liability of the Seller of any kind or nature whatsoevernature, whether now in existence or hereafter arising (except as expressly otherwise provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of pursuant to this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)Management Agreement), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded not constituting Assumed Liabilities").

Liabilities Not Assumed. The Except as specifically set forth in Section 1.4 hereof, Buyer shall will not assume, assume and shall will not be deemed to have assumed, liable for any liabilities or obligations of the Seller of any kind Seller, whether known, unknown, contingent, absolute, determined, indeterminable or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities otherwise on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periodsincurred or accruing prior to, before, including on or after the Closing Date, and any taxes whether or not relating to or arising from the Business. Specifically but without limiting the scope of or being limited by the preceding sentence, Buyer will not assume and will not be liable for any of the following liabilities or obligations of Seller: (a) any liability or obligation for or with respect to the Assets income or the operations of the Group Activity that are incurred franchise Taxes, including without limitation income or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any franchise Taxes incurred on the sale of Assets contemplated hereby; (b) any liability or obligation incurred by or imposed upon Seller in connection with the Seller or the Group negotiation and arising out of the consummation of the transactions contemplated by this Agreement, Agreement as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided set forth in Section 4.06 below. 13.7(a) hereof; (c) any liability or obligation under Seller's bank line of credit evidenced by that certain Promissory Note dated June 14, 1997 to the order of Inwood National Bank in the stated principal amount of Seven Hundred Fifty-Thousand Dollars ($750,000) (the liabilities described "BANK LINE"), including without limitation accrued interest thereon; (d) any liability or obligation under that certain automobile lease with Xxxxxx Village Cadillac Company Inc. dated January 12, 1998 for a 1998 Cadillac Seville (the "AUTOMOBILE LEASE"); (e) any liability or obligation under that certain postage meter lease with Neopost dated September 23, 1996 (the "POSTAGE METER LEASE"); (f) any liability or obligation of Seller with respect to the claim by PSA Inc. for commissions as stated in its letter to Seller dated March 9, 1998; (g) any liability or obligation of Seller under any sales representative agreement or sales distribution agreement scheduled as a Commitment, except commissions or discounts accrued thereunder as of Closing or with respect to purchase orders assumed hereunder or with respect to post-termination commissions or discounts that may accrue under the preceding clauses terms thereof on the basis that such agreements terminate effective March 31, 1998; (h) any liability or obligation for profit sharing; (i) through (vsponsorship of Seller's 401(k) being herein collectively called the "Excluded Liabilities")plan or any liability or obligation in connection therewith.

Liabilities Not Assumed. The Notwithstanding anything to the contrary in this Agreement, Buyer shall not assumeassume or in any way become liable for any of Seller’s debts, and shall not be deemed to have assumed, any liabilities or obligations of any nature whatsoever (other than the Seller Assumed Liabilities), whether accrued, absolute, contingent or otherwise, whether known or unknown, whether due or to become due, whether related to the Business or the Purchased Assets and whether disclosed on the Schedules attached hereto, and regardless of any kind when or nature whatsoeverby whom asserted, except including clauses (i) through (xiv) below (collectively referred to herein as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to:“Excluded Liabilities”): (i) any of Seller’s liabilities or obligations of under this Agreement, the Schedules attached hereto and any other agreements entered into by Seller or in connection with the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as transactions contemplated by Section 1.02 of this Agreement; (ii) any of Seller’s liabilities or obligations for expenses, fees or Taxes incident to or arising out of the Seller negotiation, preparation, approval or the Group that arise under the terms authorization of the ADSL this Agreement or the Excluded Agreements set forth in item 4 consummation (or preparation for the consummation) of Schedule 1.01(ethe transactions contemplated hereby (including all attorneys’ and accountants’ fees, brokerage fees and transfer Taxes), except for the portion of the transfer Taxes to be paid by Buyer pursuant to Section 6.7 hereof; (iii) except as set forth on the Accrued Liabilities and Assumed Payables Schedule, any liabilities liability or obligations obligation of Seller for Taxes for any period, except for the Seller or the Group under any Plan (as defined in portion of transfer Taxes to be paid by Buyer pursuant to Section 3.01(s))6.7 hereof, including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the SellerPuerto Rico Taxes; (iv) any liability or obligation of the under or with respect to any Seller Employee Benefit Plan or any other employee benefit plan, program, policy or arrangement presently or formerly maintained or contributed to by Seller or its ERISA Affiliates, or with respect to which Seller or any such ERISA Affiliate has any liability; (v) any liability or obligation with respect to any products or services that were marketed or sold prior to the Group Closing, including product liability, infringement claims and any related claims and litigation arising out prior to, on or after the Closing Date; (vi) except as set forth on the Accrued Liabilities and Assumed Payables Schedule, any of Seller’s liabilities or obligations of any actionkind to any Business Employees or former employee of Seller, suit including any liabilities or proceeding based upon an event occurring or a claim obligations arising (A) prior to the Closing with respect to the exempt or as non-exempt status of any Business Employee or Employee Bonuses (whether or not such liability or obligation has been accrued on Seller’s financial statements, disclosed to Buyer, or set forth on any Schedule attached hereto including the Accrued Liabilities and Assumed Payables Schedule); (vii) any liability or obligation relating to workers’ compensation claims which were filed or presented on or before the Closing Date or (B) which are filed or presented after the Closing Date but relate to claims and/or injuries first arising on or before the Closing Date; (viii) any of Seller’s liabilities or obligations (A) arising by reason of any violation or alleged violation of any federal, state, local or foreign law or any requirement of any governmental authority, (B) arising by reason of any breach or alleged breach by Seller of any agreement, contract, lease, license, commitment, instrument, judgment, order or decree, or (C) arising under any Environmental Laws; (ix) any of Seller’s liabilities or obligations relating to any legal action, proceeding or claim arising out of or in the case of claims in respect of products or services sold or provided by the Seller or the Group or the connection with Seller’s conduct of the Group Activity prior to the Closing Date and attributable to acts performed Business or omitted by the Seller any other conduct of Seller, Seller’s officers, directors, employees, consultants, agents or the Group advisors on or prior to the Closing Date; (x) any of Seller’s liabilities or obligations for Indebtedness; (xi) any liabilities or obligations in respect of any of the Excluded Assets (including under any contracts, leases, commitments or understandings related thereto); (xii) any of Seller’s liabilities or obligations which Buyer may become liable for as a result of or in connection with the failure by Buyer or Seller to comply with any bulk sales or bulk transfers laws or as a result of any “defacto merger” or “successor-in-interest” theories of liability; (xiii) any of Seller’s liabilities or obligations with respect to amounts disputed by Seller and not paid to the landlords of the properties listed on the attached Leased Real Property Schedule; and (vxiv) any and all other liabilities or obligations for Taxes incurred of Seller not expressly assumed by or imposed upon the Seller, or any predecessor company thereof, whether relating Buyer pursuant to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and includingSection 2.2(a) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")above.

Liabilities Not Assumed. The Except for the Assumed Obligations, Seller agrees that Buyer shall will not assumeassume or perform, and Seller shall not be deemed to have assumed, any liabilities or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability remain responsible for and shall not have any obligation for or with respect to: (i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contractindemnify, agreementhold harmless and defend Buyer from and against, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities and obligations of Seller, whether known or unknown, and regardless of when such liabilities or obligations for Taxes incurred by arise or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Dateasserted, including, without limitation, any Taxes incurred by obligations or imposed upon liabilities of Seller with respect to the following: (a) Any compensation or benefits payable to employees of Seller, including, but not limited to, any liabilities arising under any employee pension or profit sharing plan or other employee benefit plan, any severance pay or other termination costs due to employees of Seller or the Group and arising out of the consummation as a result of the transactions contemplated by this AgreementAgreement or any of Seller's obligations to its employees for salaries and vacation and holiday pay accrued and unpaid as of the Closing Date; (b) All federal, as well as sales state, local, foreign or other taxes applicable to Seller for periods prior to the Closing Date; (c) Injuries to or the death of any person, or any employee of Seller, that has occurred or may occur, prior to Closing, in connection with the Business or any other operations engaged in by Seller, even if not discovered until after the Closing Date; (d) All liens, claims and use Taxes encumbrances on any of the Purchased Assets and all obligations and liabilities secured thereby; (e) All obligations of Seller for borrowed money, or incurred in connection with the purchase, lease or acquisition of any assets, and any obligations of a similar nature incurred by Seller; (f) Any accounts or notes payable or similar indebtedness incurred by Seller; (g) Any claims, demands, actions, suits, legal proceedings, obligations or liabilities arising from Seller's operation of the Business prior to the Closing, or arising from any other business or operations of Seller conducted prior to the Closing, whether such claims, demands, actions, suits, legal proceedings, obligations or liabilities are presently pending or threatened or are threatened or asserted at any time after the date hereof and whether before or after the Closing; and (h) Any liabilities arising out of the termination by Seller of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")hereby.

Liabilities Not Assumed. The Notwithstanding any provision hereof to the contrary, the Buyer shall not assume, and shall not be deemed to have assumed, satisfy or perform any liabilities or obligations of the Seller of following Liabilities (the "Excluded Liabilities"): (a) any kind Liability to the extent such Liability is in respect of, in connection with, or nature whatsoever, except as expressly provided in otherwise arising from the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality operation or use of the foregoing, it is hereby agreed that the Buyer is not assuming Excluded Assets or any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations other assets of the Seller or the Group Sellers that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall are not be assigned, except as contemplated by Section 1.02 of this AgreementAcquired Assets; (iib) any liabilities Liability including, without limitation, any Environmental Liability, to the extent such Liability is in respect of, in connection with, or obligations of arising from the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)Easements; (iiic) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing DateLiabilities, including, without limitation, any Environmental Liabilities, to the extent relating to the off-Site disposal, storage, transportation, discharge, Release, recycling, or the arrangement for such activities of Hazardous Substances that were generated at the Site, at any Offsite Hazardous Substance Facility or at a location other than the Site (other than as a result of subsurface migration from the Site), where the initial disposal, storage, transportation, discharge, Release or recycling of such Hazardous Substances at such Offsite Hazardous Substance Facility occurred on or prior to the Initial Closing Date; (d) any Liability of the Sellers to the extent arising from the execution, delivery or performance of this Agreement or a Related Agreement or the transactions contemplated hereby or thereby; (e) any Liability in respect of Taxes incurred to the extent attributable to the Acquired Assets accrued prior to the relevant Closing Date, except those Taxes expressly allocated to the Buyer pursuant to Section 8; (f) subject to the provisions of Section 5.7, any Liability, whether funded or unfunded, to the extent arising out of any Employee Benefit Plan established or maintained in whole or in part by any Seller (or imposed upon its Affiliate) or to which any Seller (or its Affiliate) contributes or contributed, or is or was required to contribute, at any time prior to the Initial Closing Date and any Liability for the termination or discontinuance of, or any Seller's or its Affiliates' withdrawal from, any such Employee Benefit Plan; (g) any Liabilities of any Seller or any of its Affiliates for any compensation or any benefits whether in relation to any of the Group Plant Employees, independent contractors or any other individuals who are later determined by a court or governmental agency to have been employees of a Seller or its Affiliates, including, without limitation, (i) wages, bonuses, incentive compensation, shift or work schedule adders, on-call pay, call-out pay, vacation pay, sick pay, paid time off, workers compensation, unemployment compensation, withholding obligations, unemployment taxes or similar obligations accruing or related to work performed prior to the Initial Closing Date; (ii) severance pay, other termination pay, post-retirement benefits and COBRA coverage, accruing or related to work performed prior to the Initial Closing Date; or (iii) any other form of compensation or benefits accruing or related to work performed prior to the Initial Closing Date under the terms or provisions of any Employee Benefit Plan of any Seller or such Affiliate, or any other agreement, plan, practice, policy, instrument or document relating to any of the Acquired Assets Employees, other than the Liabilities expressly assumed by the Buyer under Section 5.7; (h) with respect to the Acquired Assets Employees or any independent contractors, or other individuals subject to Section 5.7, except for liabilities under any employment contracts with NAESCO employees relating to periods on and after the Closing Date, which Liabilities are assumed only to the extent set forth in Section 2.3(b), any Liabilities or obligations relating to the employment or termination of employment, including personal injury, tort, discrimination (including claims for whistleblowing under the Atomic Energy Act and the Energy Reorganization Act of 1974 as amended, as well as claims under Title VII of the Civil Rights Act of 1964, as amended, Executive Order 11246, the Age Discrimination in Employment Act, as amended, the Americans with Disabilities Act, and/or any other federal, state or local statute, ordinance, regulation or order prohibiting discrimination or requiring affirmative action), wrongful discharge, breach of implied or express contract, unfair labor practices or any claim asserted in an individual employee grievance procedure, or constructive termination by any Seller or its Affiliate of any individual, or similar claim or cause of action attributable to any action or inaction by any Seller or any of its Affiliates that arise out of wrongful acts or omissions, occurring prior to the Initial Closing Date or such later date as the individual may have commenced employment with Buyer pursuant to Section 5.7(a) or (b); provided that the Sellers shall not have any liability for similar actions or inactions by any other Person on or after the Initial Closing Date or such later date as the individual shall have commenced employment with the Buyer; (i) any Liabilities of Sellers to the extent accrued or related to or attributable to the period prior to the Initial Closing Date under any contract, license, Permit or other instrument relating to the Acquired Assets (including, without limitation, the Leases, Emergency Preparedness Agreements and Other Assigned Contracts, the Material Contracts and the NRC Licenses); (j) all Liabilities for assessments for decommissioning and decontamination fund fees accrued and payable under 42 U.S.C. Section 2297g-1 prior to the Initial Closing Date; (k) any Liabilities, including, without limitation, any Environmental Liabilities, resulting from any illegal acts or willful misconduct of the Sellers or NAESCO or their employees, agents or contractors, occurring prior to the Initial Closing Date; (l) all Liabilities for fees payable to DOE under the DOE Standard Contracts accrued or related to electricity generated and sold prior to the Initial Closing Date, and interest accrued thereon as set forth in Article VIII of the DOE Standard Contracts; (m) any Liabilities to the extent relating to the Business Finance Authority of the State of New Hampshire Pollution Control Revenue Bonds (as set forth in Schedule 2.4(m), the "Pollution Control Bonds") and any agreements relating thereto, other than those arising out of the consummation breach by the Buyer of the transactions contemplated by covenants contained in Section 5.8(d); (n) any Liens on the Acquired Assets, except for Permitted Encumbrances; (o) except as otherwise expressly set forth in this Agreement, as well as sales and use Taxes arising out any other Liability, obligation, claim, action, complaint, debt, suit, cause of action, investigation, or proceeding of any kind whatsoever asserted by any Third Party, against or relating to any of the transactions contemplated Buyer, the Sellers or the Acquired Assets, for damages suffered by this such Third Party arising from or relating to the use, ownership or lease of the Acquired Assets or operation of the Facility prior to the Initial Closing Date; (p) all Liabilities of NEP and PSNH under the Transmission Support Agreement, whether except for NEP's transmission support payment obligations; and (q) the escrow account contribution obligation of each Seller under the Unit 2 Memorandum of Understanding with the Town of Seabrook; and (r) any Liability which is required to be accrued in accordance with GAAP by any Seller on the balance sheet of such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale as of the Assets hereunder shall be paid Initial Closing Date or a Subsequent Closing Date, as provided the case may be, , other than those Liabilities which are specifically identified as Assumed Liabilities in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")2.3.

Liabilities Not Assumed. The Notwithstanding anything to the contrary in this Agreement (and other than the Assumed Liabilities), Buyer shall not assumeassume or in any way become liable for any Indebtednesses or Losses of any nature whatsoever relating to Seller, Seller’s Table Games Business, the Purchased Assets, or the Licensed Patents, whether accrued, absolute, contingent or otherwise, whether known or unknown, whether due or to become due, whether related to Seller, Seller’s Table Games Business, the Purchased Assets or the Licensed Patents, and shall not be deemed whether disclosed on the Schedules attached hereto, and regardless of when or by whom asserted, including without limitation, clauses (i) through (xii) below (collectively referred to have assumed, any liabilities or obligations of herein as the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to:“Excluded Liabilities”): (i) any of Seller’s liabilities or obligations of under this Agreement, any Related Agreement, the Schedules attached hereto or thereto, and any other agreements entered into by Seller or in connection with the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as transactions contemplated by Section 1.02 of this Agreement; (ii) except as otherwise expressly set forth in Section 7.7, any of Seller’s liabilities or obligations for Taxes, whether or not arising out of this Agreement, the Related Agreements, or the schedules attached hereto or thereto, or the consummation of the Seller Transaction, for any period in the past, present or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)future; (iii) any of Seller’s liabilities or obligations for expenses, or fees incident to or arising out of the Seller negotiation, preparation, approval or authorization of this Agreement or the Group under any Plan consummation (as defined in Section 3.01(s)), including (xor preparation for the consummation) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer mayTransaction (including all attorneys, in its sole discretionaccountants, elect to adopt or to sponsor investment bankers and (y) any deferred compensation benefits accrued as liabilities on the books of the Sellerbrokerage fees); (iv) any liability or obligation of the under or with respect to any Seller employee benefit plan, program, policy, arrangement or other employee-related expenses, presently or formerly maintained or contributed to by Seller or the Group arising out of any actionits ERISA Affiliates, suit or proceeding based upon an event occurring or a claim arising (A) prior with respect to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the which Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; andany such ERISA Affiliate has any liability; (v) any liability or obligation under, relating to, or with respect to any certificate prepared or provided by any officer of Seller in connection with the Transaction; (vi) any liability or obligation with respect to any products or services that were marketed or sold prior to the Effective Date, including product liability, warranty claims, infringement claims and any related claims and litigation arising prior to, on or after the Effective Date (except (A) any liabilities related to Assumed Contracts only as and to the extent as set forth and defined in Section 2.2(a)(i); and (B) any liabilities caused solely by acts or omissions of Buyer after the Effective Date; (vii) any liabilities or obligations relating to the Seller, the Purchased Assets, the Licensed Patents, or Seller’s Table Games Business (A) arising under any federal, state, local or foreign Law (including under any Environmental and Safety Requirements) or any requirement of any governmental authority, or (B) arising by reason of any breach or alleged breach by Seller of any agreement, contract, lease, license, commitment, instrument, judgment, order or decree, irrespective of whether such liability or obligation attaches to Buyer or Seller in the first instance, except to the extent: i) that the Buyer breaches an Assumed Contract; and ii) all the facts, events or circumstances underlying such liability or obligation are created or first solely caused by Buyer’s operation of Seller’s Table Games Business after the Effective Date; (viii) any of Seller’s liabilities or obligations relating to any legal action, proceeding or claim arising out of or in connection with Seller’s conduct of Seller’s Table Games Business or any other conduct, acts or omissions of Seller, Seller’s officers, directors, employees, consultants, distributors, agents or advisors on or prior to the Effective Date; (ix) any of Seller’s liabilities or obligations for Taxes incurred Indebtedness (other than as provided and limited in the Assumed Liabilities); (x) any liabilities or obligations in respect of any of the Excluded Assets (including under any contracts, leases, commitments or understandings related thereto); (xi) any of Seller’s liabilities or obligations which Buyer may become liable for as a result of or in connection with the failure by Buyer or imposed upon Seller to comply with any bulk sales or bulk transfers laws or as a result of any “defacto merger” or “successor-in-interest” theories of liability; (xii) any royalty, distribution fee, license fee or other obligations to: x) TCS; or y) Xxxxxx’x relating to or arising under the Seller, WSOP brand or any predecessor company thereof, whether relating agreements between Seller and Xxxxxx’x; (xiii) any other liabilities or obligations of Seller not expressly assumed by Buyer pursuant to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and includingSection 2.2(a) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")above.

Liabilities Not Assumed. The Except as set forth in Section 2.6, Buyer shall not assume, and shall not be deemed to have assumed, any assumes no other liabilities or obligations of Seller or its Subsidiaries (the liabilities of Seller or its Subsidiaries which are not assumed by Buyer pursuant to this Agreement are hereinafter referred to as the "Non-Assumed Liabilities"), all of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) which shall be retained by Seller and in Section 2.03(a) aboveits Subsidiaries. Without in any way limiting the generality of the foregoing, it is hereby agreed that Buyer does not assume the Buyer is not assuming any liability and shall not have any obligation for or with respect tofollowing: (ia) any liabilities Any liability or obligations operating costs of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase orderits Subsidiaries arising from, or other commitment that shall not be assignedin connection with, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity Business or the ownership of the Acquired Assets prior to the Closing Date and attributable to acts performed (whether or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, not such liability accrues before, including on or after the Closing Date, and any taxes arising from ); (b) Any liabilities or with respect obligations of Seller or its Subsidiaries to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to their employees (or up to and includingany of Seller's or its Subsidiaries' former employees) the Closing Dateor costs associated with such employees, including, without limitation, (i) all obligations to make payments to employees or former employees on or after Closing with respect to medical expenses incurred or accrued on or before Closing, or from accidents or events occurring on or prior to Closing, and (ii) liabilities and costs associated with Seller's retirement plans, Benefit Plans, severance plans, employee discrimination claims, worker's compensation claims, claims to holiday or sick leave, and any Taxes incurred by medical benefit or imposed upon the other similar claim; (c) Any obligations of Seller or its Subsidiaries for indebtedness for borrowed money, including without limitation, any indebtedness or obligations owed by Seller to CERBCO, Inc.; (d) Any Taxes of Seller or its Subsidiaries; (e) Any liability or obligation arising under any Contracts of Seller or its Subsidiaries other than Assumed Liabilities; (f) Any liabilities based on or arising from (i) the Group and presence, use, disposal or treatment of any Hazardous Materials on or about any of Seller's or its Subsidiaries' Facilities, (ii) any release or discharge of Hazardous Materials, (iii) the failure by Seller or any of its Subsidiaries to obtain any license or permit required in connection with any Hazardous Materials or in connection with or under any Environmental Laws, or (iv) otherwise arising out of the consummation any non-compliance with or violation of the transactions contemplated by this Agreementany Environmental Laws or health or safety Laws; or (g) Any warranty, as well as sales and use Taxes arising product liability or similar claim for injury to person or property, regardless of when made or asserted, which arises out of the transactions contemplated or is based upon any action or inaction or express or implied representation, warranty, agreement or guarantee made by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; providedany of its Subsidiaries, howeveror alleged to have been made by Seller or any of its Subsidiaries, that sales and use Taxes resulting from the purchase and sale or which is imposed or asserted to be imposed by operation of the Assets hereunder shall be paid as provided law, in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")connection with any service performed or product sold, manufactured or leased by or on behalf of Seller or any of its Subsidiaries.

Liabilities Not Assumed. The Notwithstanding any provision hereof to ----------------------- the contrary, the Buyer shall not assume, and shall not be deemed to have assumed, satisfy or perform any liabilities or obligations of the Seller of following Liabilities (the "Excluded Liabilities"): (a) any kind Liability to the extent such Liability is in respect of, in connection with, or nature whatsoever, except as expressly provided in otherwise arising from the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality operation or use of the foregoing, it is hereby agreed that the Buyer is not assuming Excluded Assets or any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations other assets of the Seller or the Group Sellers that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall are not be assigned, except as contemplated by Section 1.02 of this AgreementAcquired Assets; (iib) any liabilities Liability including, without limitation, any Environmental Liability, to the extent such Liability is in respect of, in connection with, or obligations of arising from the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)Easements; (iiic) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing DateLiabilities, including, without limitation, any Environmental Liabilities, to the extent relating to the off-Site disposal, storage, transportation, discharge, Release, recycling, or the arrangement for such activities of Hazardous Substances that were generated at the Site, at any Offsite Hazardous Substance Facility or at a location other than the Site (other than as a result of subsurface migration from the Site), where the initial disposal, storage, transportation, discharge, Release or recycling of such Hazardous Substances at such Offsite Hazardous Substance Facility occurred on or prior to the Initial Closing Date; (d) any Liability of the Sellers to the extent arising from the execution, delivery or performance of this Agreement or a Related Agreement or the transactions contemplated hereby or thereby; (e) any Liability in respect of Taxes incurred to the extent attributable to the Acquired Assets accrued prior to the relevant Closing Date, except those Taxes expressly allocated to the Buyer pursuant to Section 8; (f) subject to the provisions of Section 5.7, any Liability, whether funded or unfunded, to the extent arising out of any Employee Benefit Plan established or maintained in whole or in part by any Seller (or imposed upon its Affiliate) or to which any Seller (or its Affiliate) contributes or contributed, or is or was required to contribute, at any time prior to the Initial Closing Date and any Liability for the termination or discontinuance of, or any Seller's or its Affiliates' withdrawal from, any such Employee Benefit Plan; (g) any Liabilities of any Seller or any of its Affiliates for any compensation or any benefits whether in relation to any of the Group Plant Employees, independent contractors or any other individuals who are later determined by a court or governmental agency to have been employees of a Seller or its Affiliates, including, without limitation, (i) wages, bonuses, incentive compensation, shift or work schedule adders, on-call pay, call-out pay, vacation pay, sick pay, paid time off, workers compensation, unemployment compensation, withholding obligations, unemployment taxes or similar obligations accruing or related to work performed prior to the Initial Closing Date; (ii) severance pay, other termination pay, post-retirement benefits and COBRA coverage, accruing or related to work performed prior to the Initial Closing Date; or (iii) any other form of compensation or benefits accruing or related to work performed prior to the Initial Closing Date under the terms or provisions of any Employee Benefit Plan of any Seller or such Affiliate, or any other agreement, plan, practice, policy, instrument or document relating to any of the Acquired Assets Employees, other than the Liabilities expressly assumed by the Buyer under Section 5.7; (h) with respect to the Acquired Assets Employees or any independent contractors, or other individuals subject to Section 5.7, except for liabilities under any employment contracts with NAESCO employees relating to periods on and after the Closing Date, which Liabilities are assumed only to the extent set forth in Section 2.3(b), any Liabilities or obligations relating to the employment or termination of employment, including personal injury, tort, discrimination (including claims for whistleblowing under the Atomic Energy Act and the Energy Reorganization Act of 1974 as amended, as well as claims under Title VII of the Civil Rights Act of 1964, as amended, Executive Order 11246, the Age Discrimination in Employment Act, as amended, the Americans with Disabilities Act, and/or any other federal, state or local statute, ordinance, regulation or order prohibiting discrimination or requiring affirmative action), wrongful discharge, breach of implied or express contract, unfair labor practices or any claim asserted in an individual employee grievance procedure, or constructive termination by any Seller or its Affiliate of any individual, or similar claim or cause of action attributable to any action or inaction by any Seller or any of its Affiliates that arise out of wrongful acts or omissions, occurring prior to the Initial Closing Date or such later date as the individual may have commenced employment with Buyer pursuant to Section 5.7(a) or (b); provided that the Sellers shall not have any liability for similar actions or -------- inactions by any other Person on or after the Initial Closing Date or such later date as the individual shall have commenced employment with the Buyer; (i) any Liabilities of Sellers to the extent accrued or related to or attributable to the period prior to the Initial Closing Date under any contract, license, Permit or other instrument relating to the Acquired Assets (including, without limitation, the Leases, Emergency Preparedness Agreements and Other Assigned Contracts, the Material Contracts and the NRC Licenses); (j) all Liabilities for assessments for decommissioning and decontamination fund fees accrued and payable under 42 U.S.C. Section 2297g-1 prior to the Initial Closing Date; (k) any Liabilities, including, without limitation, any Environmental Liabilities, resulting from any illegal acts or willful misconduct of the Sellers or NAESCO or their employees, agents or contractors, occurring prior to the Initial Closing Date; (l) all Liabilities for fees payable to DOE under the DOE Standard Contracts accrued or related to electricity generated and sold prior to the Initial Closing Date, and interest accrued thereon as set forth in Article VIII of the DOE Standard Contracts; (m) any Liabilities to the extent relating to the Business Finance Authority of the State of New Hampshire Pollution Control Revenue Bonds (as set forth in Schedule 2.4(m), the "Pollution Control Bonds") and any agreements --------------- relating thereto, other than those arising out of the consummation breach by the Buyer of the transactions contemplated by covenants contained in Section 5.8(d); (n) any Liens on the Acquired Assets, except for Permitted Encumbrances; (o) except as otherwise expressly set forth in this Agreement, as well as sales and use Taxes arising out any other Liability, obligation, claim, action, complaint, debt, suit, cause of action, investigation, or proceeding of any kind whatsoever asserted by any Third Party, against or relating to any of the transactions contemplated Buyer, the Sellers or the Acquired Assets, for damages suffered by this such Third Party arising from or relating to the use, ownership or lease of the Acquired Assets or operation of the Facility prior to the Initial Closing Date; (p) all Liabilities of NEP and PSNH under the Transmission Support Agreement, whether except for NEP's transmission support payment obligations; and (q) the escrow account contribution obligation of each Seller under the Unit 2 Memorandum of Understanding with the Town of Seabrook; and (r) any Liability which is required to be accrued in accordance with GAAP by any Seller on the balance sheet of such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale as of the Assets hereunder shall be paid Initial Closing Date or a Subsequent Closing Date, as provided the case may be, , other than those Liabilities which are specifically identified as Assumed Liabilities in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")2.3.

Liabilities Not Assumed. The Buyer shall Notwithstanding anything in this Purchase ----------------------- Agreement to the contrary and notwithstanding the fact that this Purchase Agreement involves the purchase of Stock, the parties hereby acknowledge that Purchaser will not assumeassume or perform any of liabilities or obligations not specifically set forth on Schedule 2.3(a) or (b), including, but not limited to: ---------------------- (a) Any liability or obligation of Company and shall Shareholder for federal, state, local or foreign taxes whether or not incurred prior to the Effective Date; (b) Any liability or obligation of Company and Shareholder for, or in respect of, any loan, account payable or indebtedness to, or for the benefit of, any Person controlling, controlled by or under common control with Company and Shareholder; (c) Any liability or obligation of Company and Shareholder arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time in respect of anything done, suffered to be deemed done or omitted to have assumedbe done on or prior to the Effective Date by Company and Shareholder or any of their respective Affiliates, employees or agents; (d) Any liability or obligation of Company and Shareholder incurred in connection with the making or performance of this Purchase Agreement; (e) Any liability or obligation of Company and Shareholder for taxes (including, but not limited to, noncompetition payments) based on or measured by any income or gain realized upon the transfer of the Stock of the Company hereunder; (f) Any liability or obligation of Company and Shareholder arising out of any "employee benefit plan," as such term is defined by ERISA, established or maintained by Company or to which Company contributes or any liability with respect to any pension or benefit plan of Company or the termination of any such plan; (g) Any liability or obligation of Company and Shareholder for making payments of any kind (including as a result of this sale of Stock or as a result of the termination of employment by Company of employees or other labor claims) to employees of Company, including, but not limited to, any liabilities or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for Company arising under or with respect to:to COBRA; (h) Any liability or obligation of Company and Shareholder with respect to any claims or actions arising under or relating to any Environmental Laws, or related common law theories, including third party claims and any liability or obligation for any penalties, fines, expenses, costs, losses, claims or damages arising out of or resulting from any generation, storage, treatment, handling, disposal or release of Hazardous Materials, in each case arising out of or resulting from or relating to any acts, omissions, occurrences or other events occurring on or prior to the Effective Date; (i) any Any liabilities or obligations of Company and Shareholder to the Seller extent that their existence or the Group that arise under the terms materiality constitutes or results in a breach of a contractrepresentation, agreement, license, lease, sales order, purchase orderwarranty or covenant made by Company or Shareholder to Purchaser under, or other commitment that shall not be assignedin connection with, except as contemplated by Section 1.02 of this Purchase Agreement; (iij) any Any liabilities or obligations of Company and Shareholder under any leases, contracts, agreements, insurance policies, purchase orders and commitments not listed on Schedules 2.3(a) and 2.3(b); ------------------------------ (k) Any liability for personal injury or property damage which relates to the Seller Company and relates to the period prior to the Effective Date or the Group that arise under the terms any liability for personal injury or property damage which relates to any of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)Company's other businesses, if any; (iiil) any liabilities Any liability under products liability, strict liability or obligations implied warranty claims relating to services rendered or products sold by Company arising out of resulting from or relating to events occurring on or prior to the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the SellerEffective Date; (ivm) Any liability under any obligation of the Seller theory for services rendered by Company, its employees or the Group arising out of any actionits independent contractors (including, suit or proceeding based upon an event occurring or a claim arising (Abut not limited to, taxes, penalties and interest) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Effective Date; and; (vn) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate Any liability related to any period prior automobiles; (o) Any liability related to any real property (or up other than leasehold interests) owned by Company and/or Shareholder; (p) Any liability not specifically and expressly assumed pursuant to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out Section 2.3 of the consummation of the transactions contemplated by this Purchase Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities").------------

Liabilities Not Assumed. The Buyer shall Except as provided in Sections 5.1, 5.2, 5.3, 5.4, and 5.5, Simon is not assumeassuming, and shall not be deemed to have assumed, any liabilities or obligations of the Seller Company, Shareholder, or XxXxxxxx of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer Simon is not assuming assuming, and shall not be deemed to have assumed, any liability and shall not have any obligation for or with respect to: to any liability or obligation of or relating to the Company, Shareholder, or XxXxxxxx (i) for any liabilities or obligations of the Seller or the Group that arise under the terms of a contractprepayment penalty, agreementlate fee, license, lease, sales order, purchase orderinterest, or other commitment that shall not be assigned, except amount arising before or as contemplated by Section 1.02 of this Agreement; the date of Closing on the Transferred Assets; (ii) any liabilities payment, penalty, late fee, interest, or obligations other amount arising before or as of the Seller date of Closing on the Assigned Equipment Leases, Assigned Real Estate Leases, or Subleased Equipment; (iii) for wages, bonuses, accrued vacation or sick leave, or other payments due for any reason to the Company's employees for periods during which they were employees of the Company; (iv) for any sales, use, excise, income, franchise, or other taxes, or any legal, accounting, brokerage, finders fees, or other expenses of whatsoever kind or nature incurred by the Company, XxXxxxxx, or the Group that arise under Shareholder, except for sales or use tax or taxes arising from the terms sale of the ADSL Agreement or the Excluded Agreements assets as set forth in item 4 of Schedule 1.01(e); Section 1.6 hereof; (iiiv) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit suit, claim, or proceeding based upon an upon, any event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date Closing; or (vi) claims for withdrawal liability, unpaid contributions, unpaid wages and attributable to acts performed benefits, health or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Sellerworkers' compensation amounts, or any predecessor company thereofpost-employment or post-retirement benefits. Other than the limited assumption of the Assigned Equipment Leases and the Assigned Real Estate Leases, whether relating to periodsand the sublease of the Subleased Equipment, beforethe Company and Shareholder shall indemnify, including defend, and hold harmless Simon against all such liabilities of the Company, XxXxxxxx, and Shareholder as provided in Section 10.2. XxXxxxxx shall indemnify, defend, and hold harmless Simon only as provided in Section 10.3. All employees of the Company who may be employed by Simon on or after the Closing Date, shall be new employees of Simon and any taxes arising from or with respect to prior employment by the Assets Company of such employees shall not affect entitlement to, or the operations of the Group Activity that are incurred amount of, salary or relate other cash compensation, current or deferred, which Xxxxx xxx make available to any period prior to (or up to and including) the Closing Dateits employees, including, without limitation, any Taxes incurred except as otherwise required by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreementlaw, as well as sales and use Taxes arising out of the transactions contemplated determined by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")Simon.

Liabilities Not Assumed. The Except for the Liabilities specifically assumed pursuant to Section 2.4(a), the Buyer shall not assume, shall not take subject to and shall not be deemed to have assumedliable for, any liabilities Liabilities of the PhosLo Business, the Seller or obligations any Affiliate of the Seller of any kind or nature whatsoever, except as expressly provided in (the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above“Excluded Liabilities”). Without limiting the generality of the foregoingforegoing and notwithstanding anything in Section 2.4(a) to the contrary, it is hereby agreed that the Buyer is not assuming any liability and Excluded Liabilities shall not have any obligation for or with respect toinclude the following: (i) any liabilities Liabilities incurred or obligations arising in connection with the operation of the PhosLo Business, the condition of the Seller’s assets or the ownership of the Purchased Assets prior to the Effective Time, including any claims made by or against the Seller or any Affiliate of the Group Seller, whether before or after the Closing Date, that arise under out of actions, omissions, circumstances or occurrences existing or occurring before the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this AgreementClosing Date; (ii) any liabilities claim, lawsuit or obligations Liability of any kind or nature whatsoever (including any Liabilities relating to malpractice, tort or breach of contract claims asserted by any customer, patient, former patient, employee or any other party) that is based on PhosLo Products sold prior to the Effective Time, the sale after the Effective Time of Finished Goods Inventory existing as of the Seller Effective Time, or marketing practices or marketing materials for PhosLo Products used prior to the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)Effective Time; (iii) any liabilities Liabilities to refund or obligations repay, and all Liability associated with, any unreconciled payments, overpayments, duplicate payments, refunds, discounts, rebates or adjustments due to Medicare, Medicaid, Blue Cross Blue Shield, or any other healthcare reimbursement or payment program or intermediary third-party payor, any states, the Veterans Administration, other governmental programs or any other Person in respect of PhosLo Products sold prior to the Seller or the Group under any Plan (as defined in Section 3.01(s))Effective Time, including (x) any obligation Liabilities to adopt repay any amounts for failure to report correctly average manufacturing price or best price in violation of any Contract or Permit, including the Seller’s Medicaid Rebate Agreement, Pharmaceutical Provider Agreement with the Veterans Administration, or 340B Agreement, in violation of any Legal Requirement with respect to sponsor such Plan the calculation of reported prices, or any Liabilities for rebates or discounts for PhosLo Products bearing the Seller except as Seller’s NDC number arising under Part D Rebate Contracts and Commercial Rebate Contracts assigned to the Buyer may, in its sole discretion, elect pursuant to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the SellerSection 8.17; (iv) any obligation Liabilities relating to investigations of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as Affiliate of the Closing Date Seller by any Governmental Authority or (B) after the Closing Date in the case of claims in respect of products or services sold or provided relating to any noncompliance by the Seller or any Affiliate of the Group Seller with Legal Requirements, including applicable healthcare laws and regulations; (v) any Liabilities arising out of or relating to the conduct of the Group Activity CARE 2 Study or the EPICK Study prior to the Effective Time; (vi) any Liabilities (whether assessed or unassessed) of the Seller or any Affiliate of the Seller for any Taxes, including any Taxes arising by reason of the transactions contemplated herein; (vii) all Liabilities with respect to the Wholesaler Charges and Discounts in respect of PhosLo Products sold prior to the Effective Time; (viii) any product liability relating to or arising out of the sale of PhosLo Products prior to the Effective Time or the sale after the Effective Time of the Finished Goods Inventory existing as of the Effective Time; (ix) all Liabilities arising out of or relating to the recall, replacement or return of, or any claim for breach of warranty in respect of or for refund of the purchase price of, the PhosLo Products sold prior to the Closing Date; (x) all Liabilities of the Seller or its predecessors arising under any Environmental Laws; (xi) any Liabilities attributable to any period prior to the Closing Date and attributable that arises out of any Contract, including Assigned Contracts, so long as such Liabilities do not arise as a result of the performance or non-performance of such Assumed Contract by the Buyer after the Closing Date; (xii) except as specifically set forth in this Agreement, any Liabilities to acts performed former or omitted by current officers, directors, employees, shareholders or Affiliates of the Seller or any Affiliate of the Group prior to Seller, including any Liabilities of the Closing DateSeller or any Affiliate of the Seller in connection with any Plans or collective bargaining, labor or employment agreement or other similar arrangement, any obligations in respect of retiree health benefits, and any accrued employee paid time off, including for vacation and sick leave; (xiii) any Liabilities of the Seller or any Affiliate of the Seller incurred or arising in connection with this Agreement, including any fees or expenses of the Seller or any Affiliate of the Seller incurred in connection with the transactions contemplated herein; and (vxiv) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether Liabilities relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")Assets.

Liabilities Not Assumed. The Buyer shall not assumeTHE PARTIES AGREE THAT PURCHASER SHALL NOT ASSUME OR BE LIABLE FOR, and shall not be deemed to have assumedAND SELLERS EXPRESSLY AGREES TO REMAIN LIABLE FOR AND INDEMNIFY PURCHASER WITH RESPECT TO, any liabilities or obligations of the Seller of any kind or nature whatsoeverALL LIABILITIES, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) aboveOBLIGATIONS, CONTRACTS AND COMMITMENTS OF SELLERS OF EVERY KIND AND NATURE, WHETHER ACCRUED NOW OR HEREAFTER, WHETHER FIXED OR CONTINGENT, AND WHETHER KNOWN OR UNKNOWN, EXCEPT ONLY FOR THE OBLIGATIONS UNDER THE DISTRIBUTOR CONTRACTS AND VENDOR CONTRACTS SPECIFICALLY ASSIGNED TO PURCHASER HEREUNDER AND LISTED ON SCHEDULE 5.13 AS DISTRIBUTOR CONTRACTS AND VENDOR CONTRACTS TO BE ASSUMED BY PURCHASER. Without limiting the generality of the foregoingforegoing and for emphasis only, it is hereby agreed that the Buyer is Purchaser shall not assuming any liability assume and shall not have be liable for any obligation for or with respect to: obligations of Sellers arising out of the following: (i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contracttax liability, agreementincluding income, licensesales, leasefranchise, sales orderemployment, purchase order, excise or other commitment that shall not be assignedtaxes, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (well as defined in Section 3.01(s))fines and penalties thereon, including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity Assets prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement; (ii) any pending or threatened litigation, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale including but not limited to any claim which arises out of the Assets hereunder shall be paid as provided dispute set forth in Section 4.06 below. Schedule 5.6 attached hereto; (the liabilities described in the preceding clauses iii) any actions arising out of product liability claims for Products manufactured by Sellers, regardless of when such Products are sold; (iiv) through environmental claims, actions or investigations based upon or arising out of any law or regulation relating to pollution or protection of health or handling of waste; and (v) being herein collectively called commissions payable to distributors pursuant to Section 2 of the "Excluded Liabilities")Distributor Contracts for sales of products, which appear on Schedules C attached thereto, by Sellers or Purchaser to end users.

Liabilities Not Assumed. The Buyer shall not assume, shall not take subject to and shall NOT be liable for any liabilities other than the Assumed Liabilities (all such liabilities other than the Assumed Liabilities, the "Excluded Liabilities"). Excluded Liabilities shall include but not be deemed to have assumed, any liabilities or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect limited to: (i) Any liabilities or obligations incurred, arising from or out of or in connection with the issuance, sale, repayment or repurchase of any of Seller's securities. (ii) Any liabilities or obligations incurred, arising from or out of, in connection with or as a result of claims made by or against Seller whether before or after the Closing Date that arise out of the Other Businesses. (iii) Any liabilities or obligations (whether assessed or unassessed) of Seller for (A) any Taxes arising by reason of the transactions contemplated herein, (B) Seller's Income Taxes and (C) sales Taxes and property Taxes due and payable on or before the Closing Date. (iv) All fees and expenses of Seller in connection with the transactions contemplated herein. (v) Any liabilities or obligations to stockholders or former stockholders of Seller. (vi) Any liabilities or obligations of the Seller incurred, arising from or out of or in connection with this Agreement or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, events or other commitment that shall not be assigned, except as contemplated by Section 1.02 of negotiations leading up to this Agreement;. (iivii) any Any liabilities or obligations arising from or out of or in connection with any use, transportation, treatment, disposal or release of any Hazardous Substance(s) in connection with the Seller Business at any location other than the Owned Real Property or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group Leased Real Property prior to the Closing Date; and. (vviii) Any fines or penalties under any and all environmental Laws arising from or out of or in connection with the operation of the Business prior to the Closing Date. (ix) Except as specifically referred to in Section 2.2(a), any liabilities or obligations for Taxes incurred by arising before the Closing Date from or imposed upon the Seller, out of or in connection with (A) any predecessor company thereof, whether pending or completed Action relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, Business including, without limitation, any Taxes incurred Actions cited by or imposed upon the Seller or the Group current and arising out former employees of the consummation Business under OSHA or based upon any other theory of recovery, (B) the conduct of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out Business or ownership of the transactions contemplated Purchased Assets prior to the Closing Date, (C) products sold or services rendered by this Agreementthe Business prior to the Closing Date, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")nature of warranty or product liability claims.

Liabilities Not Assumed. The Buyer Purchaser shall not assume, and shall not assume or be deemed to have assumed, responsible for any of the following liabilities or obligations (the “Excluded Liabilities”): 2.2.1 any product liability or similar claim for injury to person, business or property, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Seller or alleged to have been made by Seller, or which is imposed or asserted to be imposed by operation of law in connection with any service performed or product sold or leased by or on behalf of Seller on or before the Closing, including without limitation any claim relating to any product delivered in connection with the performance of such service and any claim seeking recovery for consequential damages, lost revenue or income; 2.2.2 sales or use taxes or other taxes of any kind, assessments and penalties (A) payable with respect to the operation of the Business or ownership of the Assets by Seller on or before the Closing or from other properties or operations of Seller unrelated to the Business or the Assets or (B) incident to or arising as a consequence of the negotiation or consummation by Seller of this Agreement and the transactions contemplated hereby; 2.2.3 any liability or obligation under or related to the Excluded Assets; 2.2.4 any liability or obligation of Seller of any kind kind, known or nature whatsoeverunknown, except contingent or otherwise, not either enumerated as expressly provided an Assumed Liability in Section 2.1 or resulting from any other covenant, agreement or indemnity of Seller in this Agreement or the Assumption Agreement other Purchase Documents (as defined hereafterbelow) and in Section 2.03(a) above. Without limiting instruments to be executed and delivered by Seller; 2.2.5 any liability or obligation resulting from violations of any laws or regulations applicable to the generality Business or the Assets by Seller before the Determination Date or from infringement of third-party rights or interests with respect to the Business before the Determination Date; 2.2.6 any employee liabilities relating to present and past employees of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or Business with respect toto plans, programs, policies, commitments and other benefit entitlements established or existing on or before Closing (whether or not such liabilities are accrued or payable at Closing, and whether or not such liabilities are contingent in nature), including: (iA) any liabilities liability or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreementobligation for workers’ compensation; (iiB) any current or future liabilities to employees retiring on, before or obligations of after the Seller or Closing and their dependents (excluding employees employed by Purchaser after the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(eClosing and who subsequently retire); (iiiC) any current or future liabilities for benefits that may have been accrued or obligations earned by any employees associated with the Business on or before Closing under any pension plans relating to service before the Closing Date; (D) any current or future liabilities for claims incurred before Closing and related expenses with respect to any employees associated with the Business under any welfare or disability plans established or existing at or before Closing, regardless of the when filed with Purchaser, Seller or the Group claims administrator for any such plan; (E) any retrospective premium on pension, savings, thrift or profit-sharing plan contributions relating to any employees associated with the Business incurred or accrued before the Closing Date, regardless of when invoiced or recorded; or (F) any monetary liability for severance payments that may arise at any time in favor of any of Seller's employees under any Plan plan, program, policy, commitment or any other benefit entitlement, provided such monetary liability relates to periods of employment before the Closing; 2.2.7 any Litigation (as defined in Section 3.01(s)), including (xherein) any obligation to adopt pending or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the threatened against Seller or the Group arising out Assets, if the cause of any action, suit action or proceeding based upon an event occurring activities giving rise to such Litigation arose or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to accrued before the Closing Date; andor (v) 2.2.8 any and all liabilities liability or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or obligation with respect to the Assets any option or the operations of the Group Activity that are incurred or relate warrant granted to any period prior to (person or up to entity by Seller; or 2.2.9 any liability or obligation of Seller arising or incurred in connection with the negotiation, preparation and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group execution of this Agreement and arising out of the consummation of the transactions contemplated hereby and fees and expenses of counsel, accountants, brokers and other experts employed by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")Seller.

Liabilities Not Assumed. The Buyer shall Notwithstanding anything to the contrary, ----------------------- APW does not assume any obligation, liability or expense if and to the extent that: (i) such obligation, liability, or expense (in whole or in part) arises out of or is associated with the assets, business or operations of API other than the Electronics Business, Electronics Business Products or Electronics Assets, or (ii) API has expressly agreed to retain such obligation, liability, or expense pursuant to the Contribution Documents (such obligations, liabilities, and expenses referred to in clauses (i) and (ii) of this sentence, together with all obligations, liabilities, and expenses of API arising out of or associated with Pending API Litigation and New API Litigation (each as hereinafter defined), being referred to herein as "Retained Liabilities," including the liabilities listed in Schedule 1.5 hereto). APW does not assume, and shall not be deemed to have assumedresponsible for, any liabilities or obligations Litigation and Claims pending as of the Seller Effective Date against API or any API subsidiary except subsidiaries listed on Exhibit 1, exclusive of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) Litigation and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements Claims set forth in item 4 Section 1.3(h) or specifically assumed by APW in the Contribution Documents ("Pending API Litigation"), or Litigation and Claims brought, threatened or alleged against API, including any subsidiary, exclusive of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined Litigation and Claims set forth in Section 3.01(s1.3(h) or specifically assumed by APW in the Contribution Documents, after the Effective Date ("New API Litigation")). API shall be responsible for the Retained Liabilities, including (x) regardless of when or where any obligation to adopt such obligation, liability, or to sponsor such Plan of expense arose or arise, or whether the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities facts on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding which they are based upon an event occurring or a claim arising (A) occurred prior to or as subsequent to the Effective Date, regardless of the Closing Date where or (B) after the Closing Date in the case of claims in respect of products against whom such obligation, liability, or services sold expense is asserted or provided by the Seller determined or the Group whether asserted or the conduct of the Group Activity determined prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior subsequent to the Closing Effective Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities").

Liabilities Not Assumed. The Buyer shall not assumeAny provision of this Agreement to the contrary notwithstanding (and without implication that PCC or the Designated Affiliate, and shall not be deemed to have assumedif applicable, any liabilities or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability not expressly excluded and, where applicable, without implication that any of the following have been included in the liabilities described in Section 2.5), except for the liabilities described in Section 2.5, neither PCC nor the Designated Affiliate shall assume by virtue of this Agreement or the transactions contemplated hereby, and neither PCC nor the Designated Affiliate shall not have any obligation for liability for, any obligations or liabilities of Travel of any kind, character, or description whatsoever, including any of the following liabilities: (a) any obligations of LCI or Travel hereunder; (b) any liabilities relating to any of the Excluded Assets, or any obligations or liabilities under any Contract not included in the Assumed Contracts; (c) any obligations or liabilities under the Assumed Contracts relating to the period prior to the Effective Time except to the extent that PCC received a credit under Section 2.4(a) as a result of the proration of such obligations or liabilities; (d) any liability arising from, or in connection with, the conduct of the business and operations of the Channel or the Assets prior to the Closing; (e) any intercompany liabilities or any liabilities by Travel to any of its shareholders, directors, or officers or Affiliates, or to any shareholders, directors, or officers of any of its Affiliates, or any liabilities relating to the capital stock of Travel; (f) any liabilities to or with respect to:to Travel's employees, whether or not any such employee is offered employment by PCC or the Designated Affiliate, if applicable, at or after the Closing, relating in any way to such employee's employment with Travel prior to the Closing (including deferred compensation liabilities and obligations for severance benefits, vacation time, or sick leave accrued prior the Closing); (g) any liability in respect of any past, present, or future litigation, action, suit, proceeding, or arbitration arising out of or relating to the ownership or operation of the Assets or the business and operations of the Channel prior to the Closing (whether asserted, accrued, or commenced before or after the Closing); (h) any liabilities with respect to or arising from indebtedness for borrowed money incurred or accrued before the Closing; and (i) any liabilities or obligations of Travel for Taxes, including Taxes arising from the business and operations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity Channel prior to the Closing Date Effective Time, other than real and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any personal property taxes and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to assessments levied against the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in for which PCC received a credit under Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities"2.4(a).

Liabilities Not Assumed. The Other than the Assumed Liabilities, Buyer shall not assumeassume or otherwise be responsible for any other Liabilities of Seller or any of its Affiliates (including any predecessor of Seller or its Affiliates or any prior owner of all or part of their respective businesses and assets) of whatever nature, whether presently in existence or arising hereafter (collectively, the “Excluded Liabilities”). Seller and its Affiliates shall not be deemed to have assumedresponsible for the Excluded Liabilities, any liabilities which shall be paid, performed and discharged by Seller or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) aboveits Affiliates. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming Excluded Liabilities shall mean every Liability of Seller or any liability and shall not have any obligation for or with respect toof its Affiliates other than Assumed Liabilities, including: (ia) any liabilities or obligations all Liabilities of the Seller or any of its Affiliates arising from events and circumstances occurring on or prior to the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this AgreementClosing; (iib) any liabilities all Liabilities related to the Business Contracts arising from events and circumstances occurring on or obligations of prior to the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)Closing; (iiic) any liabilities all Liabilities related to the Business Employees arising from events and circumstances occurring on or obligations of prior to the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the SellerClosing; (ivd) any obligation all Liabilities relating to trade payables, intercompany payables or Taxes payables; (e) all Liabilities related to Employees of the Seller or the Group and its Affiliates who are not Business Employees; (f) all Liabilities arising out of any actionContracts that are required to be, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as but have not been, disclosed on Section 0 of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing DateDisclosure Letter; and (vg) any and all liabilities or obligations Liabilities for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreementoperation of the Business or use or ownership of the Acquired Assets attributable to the Pre-Closing Tax Period, whether such including any Transfer Taxes are imposed upon the pursuant to Section 0, and all other Liabilities of Seller or the Buyer; providedany of its Affiliates for any Tax period or portion of a period, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")all Transaction Payroll Taxes.

Liabilities Not Assumed. The Buyer Purchaser shall not assumeassume any Liabilities of Seller other than the Assumed Liabilities, and nor shall not be deemed to have assumed, it assume any liabilities or obligations of the Seller following obligations or Liabilities (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”), which in each case shall remain obligations and Liabilities of Seller: (a) Any Liability arising out of or as a result of any kind legal or nature whatsoever, except as expressly provided in equitable Action or judicial or administrative proceeding initiated at any time to the Assumption Agreement extent arising out of facts occurring prior to the Closing; (as defined hereafterb) and in Section 2.03(a) above. Without limiting Any Liability of Seller or otherwise imposed on the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for Assets or with respect to:to the Business, in respect of any Tax, including (i) any Liability of Seller for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise, (ii) any Transfer Taxes or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2, and (iii) any liability of Seller for Taxes arising in connection with the consummation of the Transaction or because Seller is transferring the Assets, excluding any Transfer Taxes allocated to Purchaser pursuant to Section 5.2; (c) Any Liabilities required to have been performed or paid prior to the Closing, or related to or arising from any breach or default by Seller, whether on or before the Closing, of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to the Closing; (d) Any Liability of Seller incurred in connection with or under this Agreement (including with respect to any of Seller’s representations, warranties, agreements, or covenants hereunder) relating to the execution or performance of this Agreement and the transactions contemplated herein; (e) Except as set forth in Sections 8.14 and 8.15, any fees or expenses incurred by Seller or its shareholders with respect to Seller’s or such Persons’ engagement of counsel, or any investment banker, appraiser or accounting firm engaged to perform services in connection with the Transaction; (f) Any obligations of Seller for borrowed money; (g) Any Liability of Seller not related to the Assets; (h) Any Liability relating to the Excluded Assets; (i) any liabilities Any Liability or obligations obligation of the Seller or the Group that arise under the terms any of a contract, agreement, license, lease, sales order, purchase orderits Affiliates relating to any current or former employee or other service provider of Seller or any of its Affiliates, or any dependent or beneficiary thereof, including without limitation (i) any Liability arising under any Employee Benefit Plan, including any Multiemployer Plan or other commitment that shall not be assignedPension Plan, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities Liability that constitutes a Withdrawal Liability or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); COBRA Liability, (iii) any liabilities Liability arising in connection with the actual or obligations of prospective employment or engagement, the retention and/or discharge by Seller or the Group under any Plan (as defined in Section 3.01(s))of its Affiliates of any current or former employee or other service provider , including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation Liability for wages, remuneration, compensation (including any bonuses due any employee arising as a result of the Seller transactions contemplated hereby), benefits, severance, vacation or the Group arising out of any action, suit other paid-time-off or proceeding based upon an event occurring or a claim arising other accrued obligations (A) prior to associated with any employee or as other service provider of the Closing Date Seller or any of its Affiliates (including any Business Employee) who does not become a Transitioned Employee (or any dependent or beneficiary thereof), and (B) after the Closing Date in the case of claims in with respect of products to any Transitioned Employee, arising on or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date, and (v) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation Law or under any federal or state employment discrimination Law; (j) Any Liability of Seller related to the Assets under any Environmental Law which first arose prior to or is related to actions occurring on or prior to the Closing Date; (k) Any Liability of Seller listed as an Account Payable or debt amount owed. At the Closing Date, in conjunction with this Transaction, Seller shall warrant to purchaser that all Accounts Payable and debt amounts, as of that date, are current and with a zero balance, unless excluded and agreed to in writing by Purchaser; and (vl) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating Any other Liabilities specifically not agreed to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")writing herein.

Liabilities Not Assumed. The Buyer At the Closing, the Purchaser shall not assumeassume or become liable for, and the defined term "Assumed Liabilities" shall not be deemed to have assumedinclude, any liabilities debts, claims, obligations, contracts or obligations liabilities, of whatsoever kind, description or nature, whether accrued, contingent or otherwise, either (i) existing or arising prior to the Seller of any kind Effective Date or nature whatsoever, except as expressly provided (ii) arising other than in the Assumption Agreement ordinary course of business between the Effective Date and the Closing Date (as defined hereafter) and in Section 2.03(a) abovecollectively, the "Excluded Liabilities"). Without limiting The Excluded Liabilities shall include, without limitation, the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect tofollowing: (ia) any liabilities or obligations Any liability of the Seller or the Group that arise under the terms any affiliate of a contractSeller to pay any federal, agreementstate, licenselocal or foreign income, leaseproperty, withholding, payroll, franchise, sales order, purchase orderor use, or other commitment that shall not be assignedtax (any interest, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities fines or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)penalties with respect thereto), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets any claim by any landlord or the operations of the Group Activity that are incurred taxing authority or relate to court or administrative agency for any tax period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred such liability resulting from the transactions contemplated in this Agreement); (b) Any liability and other obligation of Seller by reason of underpayments or imposed upon overpayments of or submission of false, over- stated or unauthorized or medically-unnecessary claims to Medicare, Medicaid or any other third-party payors, whether known or unknown as of the date of Closing, arising with respect to periods prior to the Closing Date, including any fines, interest and penalties thereon. Furthermore, Seller, its successors, heirs and assigns shall be and remain solely responsible for paying to Medicare, Medicaid and/or any other third party payor all recoupments demanded with respect to goods and services furnished pre-Closing by Seller or the Business and any overpayments Seller or Business received from a third party payor, together with any and all interest, fines and/or penalties in any manner attributable thereto. (c) Any legal and/or regulatory liabilities of Seller or the Business, including without limitation, any liability of Seller or the Business which in any manner relates to or arises from operation of the Business as a Medicare and/or Medicaid provider at any time prior to the Closing Date; (d) All other liabilities of the Seller, unless such liabilities are specifically stated to be an Assumed Liability pursuant to this Agreement; (e) Any and all other liabilities of Seller and/or the Business, whether fixed, contingent, known, unknown, liquidated, or unliquidated, of every kind, description and nature whatsoever (including, without limitation, all liabilities related to or arising from acts or omissions of Seller or by virtue of operation of the Business prior to the Effective Date), legal and regulatory issues not on the Business' balance sheet, trade accounts, accounts payable, bank debt, other debt, and any and all billings, xxxxxx, and costs relating to goods and services provided by the Business up to the Effective Date which are disallowed or adjusted by third parties); (f) Any liability or other obligation of the Selling Partners, the Seller or the Group Business for payments under buy-sell or shareholder agreements, the payment of any and arising out all severance pay, accrued vacation, accrued sick time, overtime, wages and all associated tax and withholding liabilities, and other benefits accruing to employees of the consummation of Business up to the transactions contemplated by this AgreementEffective Date, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether all such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales liabilities and use Taxes resulting from the purchase and sale of the Assets hereunder obligations shall be paid as provided in Section 4.06 below. full by Seller on or prior to the Effective Date, other than liability for the accrued vacation set forth in Schedule 2.5(f) (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded LiabilitiesVacation Liability")., which liability shall be offset from the Initial Consideration and assumed by Purchaser; (g) Any fines, penalties, expenses, administrative fees, liabilities and other obligations of whatever kind, description and nature, whether accrued, contingent or otherwise, under Seller's and/or Business' 401(k) plan and other profit sharing and pension plans; (h) All Medicare and Medicaid Participation Agreements and Medicare and Medicaid provider numbers of the Business; and

Liabilities Not Assumed. The Notwithstanding any provision in this Agreement or the Ancillary Agreements, Buyer and its Designees shall not assume, shall not take subject to and shall not be deemed to have assumed, any liabilities or obligations of liable for (and the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and Assumed Liabilities shall not have any obligation for or with respect toinclude) the Liabilities as set forth below: (i) except as provided in Section 1.1(d)(ii), any liabilities or obligations of Liabilities to the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase orderextent not incident to, or other commitment that shall not be assignedarising out of or incurred with respect to, except as contemplated by Section 1.02 of this Agreementthe Business; (ii) except as provided in Section 1.1(d)(ii), any liabilities Liabilities directly or obligations indirectly arising out of the Seller or the Group that arise under the terms of the ADSL Agreement or relating to the Excluded Agreements set forth in item 4 of Schedule 1.01(e)Assets; (iii) all Liabilities resulting from any liabilities or obligations Legal Proceedings pending as of the Seller Closing Date and any property damage, personal injury, death, product recall or other similar Liability arising out of products manufactured or distributed prior to the Group under Closing Date (other than such Liabilities to the extent arising out of or resulting from the shipment, storage, handling or labelling (or any Plan (as defined acts or omissions in Section 3.01(srespect thereof) of such products by Buyer, any of its affiliates or any of their direct or indirect distributors or agents after the Closing Date)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group Liabilities arising out of or relating to any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as Environmental Laws in respect of any condition existing on the Closing Date that constitutes a violation of any Environmental Law or (B) after the Closing Date in the case of claims in that would require under Environmental Laws any investigation, cleanup, remediation or removal actions with respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; andpresence of Hazardous Materials; (v) any and all liabilities or obligations Liability for Taxes incurred by or imposed upon the Seller, which Seller or any predecessor company thereof, whether relating to periods, before, including or after of its subsidiaries (other than the Closing Date, and any taxes arising from or with respect Subsidiaries) expressly has responsibility pursuant to the Assets terms of this Agreement or the operations any of the Group Activity that are incurred Ancillary Agreements; (vi) except as provided under Section 4.6(e) hereof, Liabilities arising under any contract or relate agreement excluded from the Assets pursuant to Section 4.6(e) hereof until such time as such contract or agreement is deemed to be assigned to Buyer pursuant to Section 4.6(e) hereof; or (vii) except as provided under Sections 1.1(d)(i) and (ii), any period prior to indebtedness for borrowed money (or up to and including) the Closing Date, including, without limitation, as evidenced by bonds, notes, indentures or similar instruments) or for the deferred purchase price of property or services, or guarantees therefor. Seller acknowledges that Buyer and its Designees are not assuming any Taxes incurred by or imposed upon Liabilities of any nature other than the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Assumed Liabilities").

Liabilities Not Assumed. The Buyer shall not assumeExcept for the Assumed Liabilities, Buyers assume no past, present or future obligations or liabilities (known, unknown, accrued, or contingent) of Sellers, and shall not be deemed to have assumed, any liabilities no liability or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: to any such liability or obligation of Sellers other than the Assumed Liabilities (all such liabilities of Sellers other than the Assumed Liabilities are herein referred to as the "Excluded Liabilities"). The Excluded Liabilities include, without limitation, the following: (i) any liabilities or obligations of Sellers arising from or relating to any violation of Laws by Sellers including, but not limited to, Laws relating to environmental conditions at any properties owned or used by Sellers prior to the Seller Closing Date and any liabilities or obligations of Sellers under or pursuant to environmental laws arising from or relating to Sellers' operations prior to the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; Closing Date; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) Sellers related to any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided Benefit Plans maintained by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group Sellers prior to the Closing Date, except, and only to the extent that, any such liabilities and obligations have been expressly assumed by Buyers pursuant to the Addendum as provided in Section 3.08; and and ------------ (viii) the liabilities of Sellers related to the Planetary Swing-Drive Systems of the Walking Draglines as set forth in Section 7.06. Sellers shall (a) pay and ------------ discharge, and (b) Sellers and Parent, jointly and severally, shall indemnify and defend Buyers and hold them harmless from and against any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether Damages relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation Excluded Liabilities. The obligation of Sellers and Parent to indemnify, defend and hold harmless Buyers from and against any such Damages arising from or relating to Sellers' failure to pay the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of Excluded Liabilities (other than those described in clause (iii) above) shall not be subject to the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided maximum indemnification limits set forth in Section 4.06 below11.07 hereof. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities").-------------

Liabilities Not Assumed. The Except as expressly set forth in this Agreement, neither Buyer shall not assume, and shall not be deemed to have assumed, nor Parent will assume or perform any liabilities Liabilities or obligations not specifically contemplated by Section 2(c) hereof nor any of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) following Liabilities and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect toobligations: (i) Any Liabilities arising from accounts payable of Seller; (ii) Any indebtedness of Seller for money borrowed or for the deferred purchase price of property or services or capital lease obligations; (iii) Any Liability or obligation of Seller for Taxes of Seller or any liabilities Person for any taxable period and any Liability or obligations obligation for Taxes attributable to the Acquired Assets for all periods (or portions thereof) ending on or prior to the Closing Date. (iv) Any Liability of Seller for the unpaid Taxes of any Person prior to the Closing Date or as a consequence of the Closing (except as specifically provided in Section 5(i)), including Taxes imposed on Seller as a transferee or successor, by contract or otherwise; (v) Any Liability or obligation of Seller as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time caused by or resulting from any action that occurred or condition that existed prior to the Closing Date and in respect of anything done, suffered to be done or omitted to be done by Seller or any of its directors, officers, employees or agents, including without limitation any Liability arising from negligent performance of the Group that arise Services; (vi) Any Liability of Seller or any Shareholder for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby; (vii) Any Liability or obligation of Seller or any Shareholder under this Agreement or incurred in connection with the terms of a contract, agreement, license, lease, sales order, purchase order, making or other commitment that shall not be assigned, except as contemplated by Section 1.02 performance of this Agreement; (iiviii) any liabilities Any Liability or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit Employee Benefit Plan (including without limitation the Seller's Simple-IRA xxxirement plan) established or proceeding based upon an event occurring maintained by Seller for the benefit of past or a claim arising (A) prior to or as present employees of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or to which Seller contributes, or any predecessor company thereof, whether relating Liability on the termination of any such plan; (ix) Any Liability or obligation of Seller for making payments or providing benefits of any kind to periods, before, including their employees or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Dateformer employees, including, without limitation, (A) as a result of the sale of the Acquired Assets or as a result of the termination by Seller of any Taxes incurred Employee or decision by Buyer not to hire any such Employee, (B) any obligation to provide current or imposed upon the former employees of Seller or the Group and arising out (including individuals who become former Employees by reason of the consummation of the transactions contemplated by this Agreement) COBRA continuation coverage or continuation coverage under any other comparable law (state or federal), as well as sales (C) any Liability or obligation in respect of medical and use Taxes other benefits for existing and future retirees of Seller and for claims made after Closing in respect of costs and expenses incurred prior to Closing, (D) any Liability or obligation in respect of work-related employee injuries or worker's compensation claims by Employees or former Employees of Seller, and (E) any Liability or obligation in respect of employee bonuses payable to current or former employees of Seller, and (D) any Liability or obligation in respect of any severance payment or any other benefit due to Employees of Seller who do not become Employees of Buyer or Parent; (x) Any Liability pertaining to Seller or its businesses and arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from noncompliance prior to the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities").Closing Date with any laws, statutes, ordinances, rules,

Liabilities Not Assumed. The Notwithstanding anything in this Agreement to the contrary, the Buyer shall will not assumeassume or perform any liabilities or obligations not specifically contemplated by Section 1.3 hereof nor any of the following obligations and liabilities (whether or not contemplated by Section 1.3): (a) any liability or obligation of the Seller for federal, and shall state, local or foreign Taxes, whether or not incurred prior to the Closing; (b) any liability or obligation of the Seller for or in respect of any loan, account payable or indebtedness (other than the Assumed Obligations); (c) any liability or obligation of the Seller arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time in respect of anything done, suffered to be deemed done or omitted to have assumedbe done by the Seller or any of its directors, officers, employees or agents; (d) any liability or obligation of the Seller incurred in connection with the making or performance of this Agreement; (e) any liability or obligation of the Seller for Taxes based on or measured by any income or gain realized upon the transfer of the Assets hereunder; (f) any liability or obligation of the Seller accruing on or prior to the Closing Date arising out of any "employee benefit plan" (as such term is defined by the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), established or maintained by the Seller or to which the Seller contributes or any liability with respect to any pension or benefit plan of the Seller or the termination of any such plan; (g) any liability or obligation of the Seller accruing on or prior to the Closing Date for making payments of any kind (including without limitation as a result of the sale of Assets or as a result of the termination of employment by the Seller of employees, or other labor claims) to employees of the Seller or in respect of payroll taxes for employees of the Seller, including without limitation any liabilities or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for arising under or with respect to:to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"); (h) any liability or obligation of the Seller with respect to any claims or actions arising under or relating to any Environmental Laws, or related common law theories, including without limitation third party claims and any liability or obligation for any penalties, fines, expenses, costs, losses, claims or damages arising out of or resulting from any generation, storage, treatment, handling, disposal, discharge or release of Hazardous Materials prior to the closing, including without limitation any liability or obligation relating to the contamination of ground water beneath, or which has migrated or may in the future migrate from, any facility owned, leased or otherwise operated by the Seller, including without limitation that certain facility located at 00 Xxxxxx Xxxx, Hackettstown, New Jersey (the "Hackettstown Facility"; collectively, the "Facilities"), and including without limitation any and all debts, liabilities and obligations of the Seller or any of its Affiliates under the Environmental Settlement Agreements; (i) any liabilities liability or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller under any license or the Group arising out of any actionleases, suit contracts or proceeding based upon an event occurring agreements not listed on Schedules 1.1(b) or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date1.1(h); and (vj) any and all liabilities liability or obligations for Taxes incurred by or imposed upon obligation of the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or Seller with respect to the Assets or the operations any of the Group Activity that are incurred Seller's subsidiaries or relate to any period prior to (or up to affiliates, including without limitation NUJA Realty Corp. Bolt Electric, WOJO and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")Xxxxxx Leasing.

Liabilities Not Assumed. The Buyer shall Notwithstanding anything to the contrary in this Agreement, except for the Assumed Liabilities, Buyers will not assume, and shall not be deemed to have assumed, assume or in any liabilities way become liable for any of Sellers’ Indebtedness or obligations of the Seller Liabilities of any kind or nature whatsoever, except as expressly provided in whether accrued, absolute, contingent or otherwise, whether known or unknown, whether due or to become due, whether related to the Assumption Agreement (as defined hereafter) Business or the Purchased Assets and in Section 2.03(a) above. Without limiting whether disclosed on the generality Schedules attached hereto, and regardless of when or by whom asserted, including all of the foregoing, it is hereby agreed that following (collectively referred to herein as the Buyer is not assuming any liability and shall not have any obligation for or with respect to:“Excluded Liabilities”): (i) any liabilities or obligations Liabilities of Sellers under this Agreement, the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Schedules attached hereto and any Ancillary Agreement; (ii) any liabilities Liabilities of Sellers for expenses, fees or obligations Taxes incident to or arising out of the Seller negotiation, preparation, approval or the Group that arise under the terms authorization of the ADSL this Agreement or the Excluded Agreements set forth in item 4 consummation (or preparation for the consummation) of Schedule 1.01(ethe transactions contemplated hereby (including all attorneys’ and accountants’ fees, brokerage fees and Transfer Taxes), except for the portion of the Taxes to be paid by Buyers pursuant to Sections 9.3 and 9.6; (iii) any liabilities Liabilities (A) of Sellers for Taxes, other than VAT payables as set forth in Section 2.2(a)(i), for any period without regard to whether such Taxes relate to periods (or obligations portions thereof) ending on or prior to the Closing Date, except for the portion of the Taxes to be paid by Buyers pursuant to Sections 9.3 and 9.6, (B) for Taxes that relate to the operation and ownership of the Purchased Assets or the Business for any Pre-Closing Tax Period, (C) for payments under any Tax allocation, sharing or similar agreement, other than pursuant to this Agreement, to which any Seller or the Group Purchased Assets is subject, (D) from obligations imposed under any Plan (bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability law or any other law or as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan a result of the Seller except as application of Section 6901 of the Buyer may, in its sole discretion, elect to adopt Code or to sponsor any similar law and (yv) any deferred compensation benefits accrued as liabilities on for the books portion of the SellerTaxes to be paid by Sellers pursuant to Sections 9.3 and 9.6; (iv) any obligation of the Seller or the Group all Liabilities based upon, arising out of or otherwise in respect of any actionEmployee Plans; (v) all Liabilities based upon, suit arising out of or proceeding based upon otherwise in respect of any current or former employees, consultants or independent contractors of Sellers, other than (A) accrued payables owed to subcontractors working on pending engagements as of the Closing and to the extent included in the calculation of Net Working Capital and (B) the relocation expense of moving Xxxxx Xxxxxx from Geneva, Switzerland to Philadelphia or Conshohocken, Pennsylvania, up to an event occurring aggregate amount of $20,000; (vi) any Liabilities arising prior to the Closing with respect to the misclassification of an employee as an independent contractor under applicable laws or a claim the misclassification of any employee as exempt or non-exempt under the Fair Labor Standards Act; (vii) any Liability with respect to any products that were sold or services that were performed by or on behalf of Sellers or the Shareholders prior to the Closing, including professional or product liability, infringement claims and any related claims and litigation arising prior to, on or after the Closing Date; (viii) all Liabilities of Sellers owing to any current or former Affiliates, shareholders or any other Person owning or purporting to own any equity interest in or with respect to any Seller for any reason whatsoever; (ix) any Liability relating to workers’ compensation claims which were filed or presented on or before the Closing Date or which are filed or presented after the Closing Date but relate to claims and/or injuries first arising on or before the Closing Date; (x) Liabilities arising (A) prior to by reason of any violation or as alleged violation of the Closing Date any federal, state, local or foreign law or any requirement of any Governmental Authority by Sellers and (B) after by reason of any breach or alleged breach by any Seller of any Assumed Contract prior to the Closing Date Closing, except (subject to Section 10.2(a)(i)) for any breach of an Assumed Contract due to the failure to obtain consent to assignment of any such Assumed Contract to Buyers; (xi) any Liabilities arising in the case connection with any pending or threatened legal action, proceeding or claim arising out of claims or in respect of products or services sold or provided by the Seller or the Group or the connection with any Seller’s conduct of the Group Activity prior to the Closing Date and attributable to acts performed Business, any other conduct of Sellers, Sellers’ officers, directors, employees, consultants, agents or omitted by the Seller advisors on or the Group prior to the Closing Date; (xii) any Liabilities for Indebtedness; (xiii) any Liabilities for Transaction Expenses; (xiv) any Liabilities in respect of any of the Excluded Assets (including under any contracts, leases, commitments or understandings related thereto); (xv) any Liabilities for which Buyers may become liable for as a result of or in connection with the failure by Buyers or Sellers to comply with any bulk sales or bulk transfers laws or as a result of any “de facto merger” or “successor-in-interest” theories of liability; (xvi) any Liabilities of Strategic, including Liabilities of Strategic for Taxes; and (vxvii) any the Liabilities specifically identified and described on Schedule 2.2(b)(xvi). For purposes of this Section 2.2(b), “Seller” will be deemed to include all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, Subsidiaries of each Seller and any taxes arising from or predecessors to each Seller and any Person with respect to which each Seller is a successor-in-interest (including by operation of law, merger, liquidation, consolidation, assignment, assumption or otherwise). Each Seller hereby acknowledges that it is retaining the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities"), to the extent applicable, and such Seller will (and the Shareholders will cause such Seller to) pay, discharge and perform all such Liabilities promptly when due.

Liabilities Not Assumed. The Notwithstanding anything to the contrary in this Agreement, Seller and Buyer hereby expressly acknowledge and agree that the Assumed Liabilities shall not include, Seller shall not assign to Buyer pursuant to this Agreement, and Buyer shall not assumeaccept or assume or be obligated to pay, and shall not be deemed perform or otherwise discharge pursuant to have assumedthis Agreement, any liabilities or obligations Liability of Seller other than the Assumed Liabilities (collectively, the “Retained Liabilities”). For the avoidance of doubt, the term “Retained Liabilities” means any and all Liabilities of Seller of any kind or nature whatsoeverthat do not constitute Assumed Liabilities. Seller shall remain responsible for the Retained Liabilities, except as expressly provided in the Assumption Agreement (as defined hereafter) which shall be paid, performed and in Section 2.03(a) abovedischarged by Seller. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and Retained Liabilities shall not have any obligation for or with respect tomean every Liability of Seller, other than Assumed Liabilities, including: (ia) any liabilities all accounts or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, notes receivable or other commitment that shall not be assigned, except as contemplated claims for money due to Seller Parent or any of its Affiliates (other than Seller) and owed by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (ivb) any obligation of all Liabilities with respect to Taxes to the Seller or the Group extent relating to, arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of incurred in connection with the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller Business or the Group Purchased Assets for any taxable period or the conduct of the Group Activity ratable portion thereof ending on or prior to the Closing Date (pro-rated in the manner contemplated by Section 8.6, if applicable); (c) any Liability to the extent relating to, arising out of, or incurred in connection with, the Excluded Assets; (d) any Benefits Liabilities and attributable to acts performed or omitted by the any other Liability of Seller or the Group prior to the Closing Date; and any of its Affiliates (vi) any and all liabilities or obligations for Taxes incurred by or imposed upon the Sellerunder an employee benefit plan of an ERISA Affiliate, or any predecessor company thereof(ii) relating to, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of or in connection with the consummation employment or cessation of employment (including by reason of the transactions contemplated by this Agreement) of any current or former employee of Seller on or before the Closing, as well as sales and use Taxes (iii) relating to, arising out of or in connection with any employee grievance against Seller whether or not the affected employees are hired by Buyer, to the extent a claim with respect to a Liability relates to the period on or prior to the Closing, (iv) relating to payroll, employment Taxes, vacation, and sick pay for any current or former employee of Seller to the extent relating to the period on or prior to the Closing, (v) relating to the classification as independent contractors of any Persons providing services to Seller, (vi) with respect to any actual or alleged Contracts regarding stock options, equity, or equity based compensation, of Seller or Seller Parent, or (vii) under the WARN Act or any similar state or local Law, to the extent relating to any event or occurrence happening or existing on or prior to the Closing Date (including by reason of the transactions contemplated by this Agreement); (e) any Indebtedness of Seller, whether such Taxes including any Liability under outstanding and unpaid checks, other than any Indebtedness under an Assumed Contract (to the extent provided in Section 2.3(a)); (f) any Liability of Seller under any Contracts that are imposed upon not Assumed Contracts (to the extent provided in Section 2.3(a)); (g) any Liability of Seller for costs and expenses incurred by Seller or its Affiliates in connection with the Buyer; provided, however, that sales and use Taxes resulting Transactions; (h) any Liability of Seller under the Transaction Documents; (i) any Liability arising from Environmental Claims or other matters arising under any Environmental Law to the purchase and sale extent arising out of the ownership of the Purchased Assets hereunder shall be paid or the conduct of the Business prior to the Closing Date; (j) any Liability with respect to services provided or products sold by the Business on or prior to the Closing Date to the extent arising out of or relating to product return, exchange, rebate, sales promotion or allowance, credit and warranty obligations (except as provided in Section 4.06 below. 2.3(c)), including GL# 0000-00-000, “Accrued Catalogs-TruServ” and GL# 0000-00-000, “Accrued Promotions-WWwhlsale” included under “Accrued Expenses & P/R Withhldng” on the Recent Balance Sheet (it being understood that Seller shall discharge these Retained Liabilities by reimbursing Buyer for its costs in providing promotions, credits or other allowances to customers in substitution for promotions/allowances that Seller historically has provided up to the liabilities described in amount accrued on the preceding clauses Recent Balance Sheet therefor, such reimbursement to be made promptly upon request by Buyer and following delivery to Seller of reasonable documentation evidencing such costs); and (ik) through (v) being herein collectively called any Liability with respect to product liability relating to, arising out of or incurred with respect to services provided or products sold by the "Excluded Liabilities")Business on or prior to the Closing Date, including Liability arising from third party liability claims for bodily injury or property damage arising out of the actual or alleged malfunction of a product due to a manufacturing or design error.

Liabilities Not Assumed. The Buyer shall It is expressly acknowledged and agreed that Purchaser will not assume, assume and shall not be deemed to have assumedliable, either expressly or impuey, for any liabilities or obligations of the Seller obligations Or liabilities Of ADC of any kind or and nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and other than those specifically assumed in Section 2.03(a) above. Without 1.3; without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and Purchaser shall not have any obligation for assume or become liable (expressly or impliedly) with respect to: (i) to any liabilities or obligations of the Seller or the Group following liabilities that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group accrue prior to the Closing Date; and: (va) any and all liabilities liability of ADC, either directly or obligations indirectly, for Taxes incurred by either principal or imposed upon the Sellerinterest, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to advances or loans made to or owed by ADC; (b) any liability or claim arising out of or related to the Assets or the operations operation and use of the Group Activity that are incurred or relate to any period Practice Assets prior to (or up to and including) including the Closing Date, including, without limitationlimitations any obligations or abilities of ADC with respect to inedical malpractice, Medicare or Medicaid fraud or abuse, overpayments under any Taxes incurred Third Party Payor Programs, negligence, strict liability in tort, product liability or breach of warranty claims; (c) liabilities and obligations that may arise out of or relate to any noncompliance with the provisions of the Bulk Sales law under the Uniform Commercial Code as adopted by or imposed upon any applicable state in connection with the Seller or the Group and transaction herein contemplated; (d) any liability arising out of any employee benefit plans maintained by ADC for the consummation benefit of any employees of ADC or any other liability of ADC with respect to any employees including but not limited to incentive compensation plans, severance pay, accrued salaries, wages, bonuses, payroll taxes, hospitalization and medical insurance, deferred compensation and vacation and sick pay; (e) any liability attributable to personal property tax assessed by any governmental entity, federal, state, or local, against any of the transactions contemplated assets to be conveyed or leased hereunder, such taxes to remain the responsibility of ADC; and (f) any liability for any other tax assessed by this Agreementany goverrunental. entity, federal, state, or local, attributable to the business of ADC relating to the period on or before the Closing Date, including but not limited to, any income, franchise, excise, sales, or use taxes. ADC covenants and agrees to satisfy or pay when due, any and all liabilities of ADC not expressly assumed by POA and that POA shall have a right of offset as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided set forth in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")1.7.

Liabilities Not Assumed. The Buyer shall Any provision of this Agreement to the contrary notwithstanding (and without implication that the Purchaser is assuming any liability not assumeexpressly excluded and, where applicable, without implication that any of the following have been included in the Assumed Liabilities), the following liabilities (the "EXCLUDED LIABILITIES") of the Seller are excluded and shall not be deemed to have assumedassumed or discharged by the Purchaser: (a) any liabilities for federal, state or foreign income, franchise or other Taxes (including, without limitation, any liabilities or obligations tax imposed under the Maine corporation franchise (income) tax statute and any Taxes arising from the operations of the Seller of any kind or nature whatsoever, except as expressly provided in prior to the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(eClosing); (iiib) any liabilities (whether asserted before or obligations after Closing Date) for any breach of a representation, warranty, or covenant, or for any claim for indemnification, contained in any Personal Property Leases, Business Contract or Business License agreed to be performed pursuant hereto by the Seller Purchaser, to the extent that such breach or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt claim arises out of or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books by virtue of the Seller; (iv) any obligation of the Seller 's performance or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group non-performance thereunder prior to the Closing Date; and, it being understood that, as between the parties hereto, this subsection shall apply notwithstanding any provision which may be contained in any form of consent to the assignment of any such Personal Property Lease, Business Contract or Business License which by its terms, imposes such liabilities upon the Purchaser and which assignment is accepted by the Purchaser notwithstanding the presence of such a provision, and that the Seller's failure to discharge any such liability shall entitle the Purchaser to indemnification in accordance with the provisions of Section 7.1; (vc) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred Seller for injury to or relate death of persons or damage to or destruction of property (including, without limitation, any period prior to (products liability claim or up to and includingworker's compensation claim) the Closing Dateregardless of when said claim or liability is asserted, including, without limitation, any Taxes incurred by or imposed upon claim for consequential damages in connection with the foregoing; (d) any liabilities of the Seller or the Group and arising out of the consummation infringement of the transactions contemplated by this Agreement, as well as sales and use Taxes rights of any Persons; (e) liabilities arising out of violations of any Laws or Orders; (f) any liability in respect of any Action or Proceeding (whether asserted or commenced before or after the transactions contemplated by this Agreement, whether such Taxes are imposed upon Closing Date); (g) any liabilities relating to the Excluded Assets; (h) liabilities of the Seller in connection with promissory notes payable to Xxxxxx Xxxxxx, Xxxx Xxxxxx or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses Xxxxxx Xxxxxx; (i) through liabilities of the Seller relating to that certain City of Biddeford, Revenue Obligation Security (v1985 Atlantic precision products, Inc. Project) being herein collectively called in the "Excluded Liabilities")original principal amount of $750,000; (j) without limitation by the specific enumeration of the foregoing, any liabilities not expressly assumed by the Purchaser pursuant to the provisions of Section 1.

Liabilities Not Assumed. The Notwithstanding anything to the contrary in this Agreement, except for the Assumed Liabilities, Buyer shall will not assume, and shall not be deemed to have assumed, assume or in any liabilities way become liable for any of Seller’s Indebtedness or obligations of the Seller Liabilities of any kind or nature whatsoever, except as expressly provided in whether accrued, absolute, contingent or otherwise, whether known or unknown, whether due or to become due, whether related to the Assumption Agreement (as defined hereafter) Business or the Purchased Assets and in Section 2.03(a) above. Without limiting whether disclosed on the generality Schedules attached hereto, and regardless of when or by whom asserted, including all of the foregoing, it is hereby agreed that following (collectively referred to herein as the Buyer is not assuming any liability and shall not have any obligation for or with respect to:“Excluded Liabilities”): (i) any liabilities or obligations Liabilities of the Seller or Partners under this Agreement, the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Schedules attached hereto and any Ancillary Agreement; (ii) any liabilities Liabilities of Seller or obligations Partners for expenses, fees or Taxes incident to or arising out of the Seller negotiation, preparation, approval or the Group that arise under the terms authorization of the ADSL this Agreement or the Excluded Agreements set forth in item 4 consummation (or preparation for the consummation) of Schedule 1.01(ethe transactions contemplated hereby (including all attorneys’ and accountants’ fees, brokerage fees and Transfer Taxes); (iii) any liabilities Liabilities (A) for Taxes that relate to the Purchased Assets, the Business, or obligations the Assumed Liabilities for a Pre-Closing Tax Period (or portion thereof), (B) for payments under any Tax allocation, sharing or similar agreement (whether written or oral) other than pursuant to this Agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, (C) for Transfer Taxes for which the Seller is liable and (D) imposed under any bulk transfer law of any jurisdiction, under any de facto merger law, successor liability law or any other law or as a result of the Seller application of Section 6901 of the Code or any similar law, in each case with respect to the Purchased Assets, the Business, or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the SellerAssumed Liabilities; (iv) all Liabilities based upon, arising out of or otherwise in respect of any obligation Employee Plans; (v) all Liabilities based upon, arising out of or otherwise in respect of any current or former employees, consultants or independent contractors of Seller; (vi) any Liabilities arising prior to the Seller Closing with respect to the misclassification of an employee as an independent contractor under applicable laws; (vii) any Liabilities arising prior to the Closing with respect to the misclassification of any employee as exempt, or any other improper payment, under the Group Fair Labor Standards Act or state wage hour law; (viii) all Liabilities based upon or arising out of any actionmass layoff or reduction of employees by Seller, suit including in connection with any such actions related to, or proceeding based upon an event occurring in anticipation of, this Agreement; (ix) any Liability with respect to any products that were marketed or a claim arising (A) sold or services that were performed by or on behalf of Seller or its Affiliates prior to the Closing, including professional or as product liability, infringement claims and any related claims and litigation arising prior to, on or after the Closing Date; (x) all Liabilities of Seller owing to any current or former Affiliates, partners or any other Person owning or purporting to own any equity interest in or with respect to Seller for any reason whatsoever; (xi) any Liability relating to workers’ compensation claims which were filed or presented on or before the Closing Date or (B) which are filed or presented after the Closing Date in but relate to claims and/or injuries first arising on or before the case Closing Date; (xii) Liabilities arising by reason of claims in respect any (A) violation or alleged violation of products any federal, state, local or services sold foreign law or provided any requirement of any Governmental Authority and (B) breach or alleged breach by the Seller or any of its Affiliates of any agreement, contract, lease, license, commitment, instrument, judgment, order or decree, except for any breach of an Assumed Contract due to the Group failure to obtain consent to assignment of any such Assumed Contract to Buyer; (xiii) any Liabilities relating to any pending or the threatened legal action, proceeding or claim arising out of or in connection with Seller’s conduct of the Group Activity prior to the Closing Date and attributable to acts performed Business or omitted by the Seller any other conduct of Seller, Seller’s officers, directors, employees, consultants, agents or the Group advisors on or prior to the Closing Date; (xiv) any Liabilities for Indebtedness; (xv) any Liabilities for Transaction Expenses; (xvi) any Liabilities in respect of any of the Excluded Assets (including under any contracts, leases, commitments or understandings related thereto); and (vxvii) any and Liabilities for which Buyer may become liable for as a result of or in connection with the failure by Buyer or Seller to comply with any bulk sales or bulk transfers laws or as a result of any “de facto merger” or “successor-in-interest” theories of liability. For purposes of this Section 2.2(b), “Seller” will be deemed to include all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, Affiliates of Seller and any taxes arising from or predecessors to Seller and any Person with respect to which Seller is a successor-in-interest (including by operation of law, merger, liquidation, consolidation, assignment, assumption or otherwise). Seller hereby acknowledges that it is retaining the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities"), to the extent applicable, and Seller will (and the Partners will cause Seller to) pay, discharge and perform all such liabilities and obligations promptly when due.

Liabilities Not Assumed. The Buyer shall not assume, and shall not be deemed to have assumed, any liabilities or obligations of Other than the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan Assumed Liabilities (as defined in Section 3.01(s2.4 below), Buyer shall not assume by virtue of this Agreement, and shall have no liability or obligation for, any Liability of Seller or any Subsidiary of Seller (the “Excluded Liabilities”), including (xwithout limitation) those listed below, and Seller shall, as the case may require, retain and pay, satisfy, discharge, and perform all such Liabilities of Seller other than the Assumed Liabilities, including (without limitation) the following Excluded Liabilities: (a) Any Liability for (i) Transfer Taxes that are the responsibility of Seller pursuant to Section 3.5 hereof, (ii) Taxes (or the nonpayment thereof) of or with respect to Seller or any obligation Principal Member, (iii) Taxes relating to adopt or to sponsor such Plan the Acquired Assets of the Seller except as the Buyer may, in its sole discretion, elect Business attributable to adopt any taxable period or to sponsor and (y) any deferred compensation benefits accrued as liabilities portion thereof ending on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable Taxes allocated to acts performed Seller pursuant to Section 6.10(b) hereof, (iv) payments under any Tax allocation, sharing, indemnity or omitted similar agreement (whether oral or written), and (v) Taxes of any Person imposed as a transferee or successor, which Taxes relate to an event or transaction occurring on or before the Closing Date; (b) Any Liability to indemnify any Person by reason of the Seller fact that such Person was a director, manager, officer, employee, member, consultant, or agent of Seller, or that such Person was serving at the Group request of Seller, as a partner, trustee, director, manager, officer, employee, stockholder, member, consultant, or agent of another entity; (c) Any Liability as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time caused by any action that occurred or condition that existed on or prior to the Closing Date; and (v) any Date and all liabilities in respect of anything done, suffered to be done, or obligations for Taxes incurred omitted to be done by or imposed upon the Seller, or any predecessor company thereofof its directors, managers, officers, employees, members, consultants, or agents; (d) Any Liability pertaining to Seller or its business and arising out of or resulting from noncompliance with any Laws, whether relating to periodslegislatively, before, including judicially or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to administratively promulgated (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and Liability arising out of or resulting from noncompliance with Environmental Laws by Seller); (e) Any Liability of Seller under any Acquired Contract for any acts or events occurring on or prior to the consummation Closing or any breaches or defaults existing under such Contracts as of the Closing; (f) Any Liability under any Contract that is not an Acquired Contract, including but not limited to any Liability for express or implied representations, warranties, guarantees or other service commitments under any Contract that is not an Acquired Contract; (g) Any Liability of Seller for any violation, misappropriation, or infringement (whether contributory, by inducement, willful, or otherwise) of any Intellectual Property Right of any third party; (h) Any Liability relating to any expenses incurred Seller and its Affiliates in connection with this Agreement and the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses hereby; (i) through Any Liability of Seller with respect to any insurance policies; (vj) being herein collectively called Any Liability of any Affiliate, member, holder of any security, creditor or investor of Seller of any kind or nature; (k) Any Liability relating to any Excluded Asset; (l) The Employee-Related Obligations to the "Excluded Liabilities"extent set forth in Section 6.11(c); and (m) obligations and liabilities related to Voice Over Protocol (VOIP) and Plain Old Telephone Service (POTS).

Liabilities Not Assumed. The Buyer Notwithstanding the provisions of Section ----------------------- 2.1, the Purchaser shall not assume, and shall not assume or be deemed to have assumed, responsible for any of the following liabilities or obligations (the "Excluded Liabilities"): 2.2.1 any product liability or similar claim for injury to person, business or property, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty, agreement, or guarantee made by the Seller Parties, or alleged to have been made by the Seller Parties, or which is imposed or asserted to be imposed by operation of law, in connection with any service performed or product sold or leased by or on behalf of the Seller Parties on or before the Closing, including any claim relating to any product delivered in connection with the performance of such service and any kind claim seeking recovery for consequential damages, lost revenue or nature whatsoeverincome; 2.2.2 any governmental fees, except as expressly provided in costs, levies, assessments, fines, penalties or interest thereon, including but not limited to sales or use taxes or other taxes, assessments and penalties (A) payable with respect to the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality operation of the foregoingBusiness or ownership of the Assets by the Seller Parties on or before the Closing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: (i) any liabilities from other properties or obligations operations of the Seller Parties unrelated to the Business or the Group that arise under the terms of a contractAssets, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after incident to or arising as a consequence of the Closing Date in the case of claims in respect of products negotiation or services sold or provided consummation by the Seller or the Group or the conduct Parties of the Group Activity prior to the Closing Date this Agreement and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out ; 2.2.3 any liability or obligation attributable to the Excluded Assets; 2.2.4 any liability or obligation of the transactions contemplated Seller Parties of any kind, known or unknown, contingent or otherwise, resulting from any other covenant, agreement, or indemnity of the Seller Parties in this Agreement or the other Purchase Documents to be executed and delivered by the Sellers (the term the "Purchase Documents" means this Agreement and the schedules, exhibits, and other documents, agreements, certificates, and instruments executed and delivered pursuant to or in connection with this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities").;

Liabilities Not Assumed. The Buyer shall not assumeNotwithstanding anything to the contrary in this Agreement, and shall not be deemed to have assumed, any liabilities or obligations none of the Buyers nor any of their Affiliates shall assume or otherwise be responsible for any Liabilities of Seller (including any predecessor of Seller or any kind prior owner of all or nature whatsoeverpart of the Diagnostic Business) of whatever nature, except as expressly provided whether presently in existence or arising hereafter, which are not Assumed Liabilities (collectively, the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above“Excluded Liabilities”). Seller shall be responsible for the Excluded Liabilities. Without limiting the generality of the foregoing, it is hereby agreed that Excluded Liabilities shall include the Buyer is not assuming any liability and shall not have any obligation for or with respect tofollowing Liabilities: (a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller of any business other than the Diagnostic Business; (b) all Liabilities to the extent arising out of or relating to any Excluded Assets; (c) (i) all Liabilities related to any current, former or prospective employees, directors or independent contractors of Sellers whether or not such Liabilities arise prior to, on or after the Closing Date and (ii) all Liabilities to or in respect of any Key Individual arising on or prior to the Closing; (d) all Liabilities arising from any misclassification by Seller prior to the Closing of (i) any Person or Employee as an independent contractor rather than as an employee, including liability for statutory employee deductions and statutory employer liabilities or obligations and for any claims to compensation in lieu of the Seller or the Group that arise under the notice of termination of services in excess of amounts prescribed in such independent contractors written terms of a contract, agreement, license, lease, sales order, purchase order, engagement; or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)Employee leased from another employer; (iiie) any liabilities or obligations all Indebtedness of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (ivf) all Liabilities to any obligation broker, finder or agent for any investment banking or brokerage fees, finder’s fees or commission and any other fees and expenses payable by Seller pursuant to Section 13.5; (g) (i) all Liabilities of Seller for Taxes, including any Taxes related to the Seller Diagnostic Business or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and Transferred Assets attributable to acts performed any taxable period (or omitted by the Seller portion thereof) ending on or the Group prior to the Closing Date, (ii) all Liabilities of Seller for Taxes arising in connection with the consummation of the Transactions; (h) (i) all Accounts Payable arising out of, relating to or incurred in connection with the Diagnostic Business or the Transferred Assets prior to the Closing Date, (even is such Liabilities are invoices after the Closing) which are not set forth in Schedule 2.3(b), and (ii) all other Liabilities to the extent arising out of, relating to or incurred in connection with the Diagnostic Business or the Transferred Assets, arising on or prior to the Closing (including any condition arising or in existence prior to the Closing with respect to the Transferred Assets), except to the extent that such other Liabilities referred to in this clause (ii) are included in the Assumed Liabilities pursuant to Section 2.3; (i) all Liabilities resulting from, arising out of, or based on the litigation matter against BioSino in China; and (vj) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes Liabilities of Seller arising from or with respect relating to the Assets infringement, misappropriation, or the operations other violation or unauthorized use of the Group Activity any Intellectual Property Rights owned by any Person that result from, arise out of, or are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses based on (i) through the operation of the Diagnostic Business prior to the Closing, or (vii) being herein collectively called the "Excluded Liabilities")use, testing, sale, import, export and/or manufacture of Diagnostic Products, prior to the Closing.

Liabilities Not Assumed. The Buyer shall not assume, and Holdings shall not be deemed responsible for any liability or obligation of Seller not specifically assumed hereunder. Without limitation, Holdings shall not be responsible for: (a) any of Seller's liabilities for borrowed money or capital leases; (b) any products liability, liability arising from or relating to have assumedEnvironmental Laws and Regulations (hereinafter defined) or other environmental matters, or any other liabilities associated with the conduct of Seller's business (including acts or obligations omissions) prior to the Closing Date; (c) liabilities incurred by Seller in connection with this Agreement and the transactions contemplated herein, including any liquidation or dissolution of Seller; (d) any liability of Seller insured against to the extent such liability is paid by an insurer; (e) any liability of Seller to any of the Stockholders, including, without limitation, Stockholder Debt, dividends payable and other capital debt; (f) any expenses which are incurred by Seller of any kind in making or nature whatsoevercarrying into effect this Agreement or which are incidental thereto, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoingincluding, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to:without limitation, (i) any liabilities income, sales, transfer, stamp, excise and other taxes, foreign or obligations domestic, Federal or state, required to be paid in respect to or as a result of Seller's operations up to and including the Closing Date, or the conveyance, assignment or transfer of the Seller Purchased Assets to Holdings or the Group that arise under the terms otherwise, including, without limitation, any tax due on account of a contract, agreement, license, lease, sales order, purchase order, recapture of depreciation or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement;tax credit; and (ii) any and all costs, expenses or liabilities or obligations of Seller that arise out of the Seller sale herein contemplated or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (vg) any and all liabilities or obligations liability for Taxes incurred by or imposed upon the Sellerother than a liability for those Taxes, or any predecessor company thereofif any, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described specified in the preceding clauses definition of Assumed Liabilities; and (h) any profit-sharing or pension plan contributions; and (i) through any liability under ERISA or the Internal Revenue Code of 1986, as amended, or related to any Pension Benefit Plan (vhereinafter defined), Welfare Benefit Plan (hereinafter defined) being herein collectively called the "Excluded Liabilities"or Other Benefit Arrangement (hereinafter defined).

Liabilities Not Assumed. The Notwithstanding the provisions of Section 2.3, the Buyer shall will not assume, and shall not be deemed to have assumed, assume or perform any liabilities or obligations of the Seller of following Liabilities (whether or not contemplated by Section 2.3) (the "Retained Liabilities"): (a) any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality Liability of the foregoing, it is hereby agreed that Company for accounts payable and accrued expenses as of the Buyer is not assuming any liability and shall not have any obligation for or with respect to: Closing Date (i) any liabilities in excess of $6,000,000 in the aggregate, or obligations (ii) that primarily relate to corporate activities of a general, administrative or professional nature (for example, fees and costs of attorneys, accountants, stock exchanges and transfer agents and payments of debts to affiliates or stockholders of the Seller Company); (b) any Liability of the Company for any Taxes (i) relating to the Business or the Group Acquired Assets that arise under are incurred or are attributable to pre-Closing periods, except to the terms of a contract, agreement, license, lease, sales order, purchase orderextent not included in Section 2.3(a), or other commitment that shall (ii) not be assignedrelating to the Business or the Acquired Assets, whether or not incurred prior to or after the Closing; (c) any Liability of the Company for the unpaid pre-Closing Taxes of any Person, except to the extent included in Section 2.3(a); (d) any Liability of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, employee, or agent of the Company or was serving at the request of such entity as a partner, trustee, director, officer, employee, or agent of another entity; (e) except for the Assumed Liabilities, any Liability of the Company arising as a result of any legal or equitable action or judicial or administrative proceeding in respect of anything done, suffered to be done or omitted to be done by Company or any of respective directors, officers, employees or agents prior to the Closing Date; (f) any Liability of the Company for costs and expenses incurred in connection with the making or performance by the Company of this Agreement and the transactions contemplated by Section 1.02 hereby (excluding costs and expenses incurred in the Ordinary Course of Business); (g) any Liability of the Company under this Agreement; (iih) any liabilities Liability primarily relating to or obligations arising out of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements Company's protein solutions business; (i) except as set forth in item 4 of Schedule 1.01(eSection 5.2(c); (iii) , any liabilities or obligations Liability of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group Company arising out of any actionemployee benefit plan established or maintained by the Company or to which the Company contributes or any liability on the termination of any such plan; (j) except for Liabilities set forth in Section 5.2(c), suit or proceeding based upon an event occurring or a claim arising (A) prior to or as including without limitation the severance obligations set forth therein, any Liability of the Closing Date Company for making payments or (B) after the Closing Date in the case providing benefits of claims in respect of products any kind to its employees or services sold or provided by the Seller or the Group or the conduct any of the Group Activity former employees of the Company that relate to claims arising prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including first asserted before or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date), including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out (i) as a result of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Acquired Assets hereunder shall be paid or as provided a result of the termination of any employees, (ii) any Liability arising from so-called COBRA continuation coverage or certifications concerning HIPPA for former employees, (iii) any Liability in Section 4.06 below. respect of medical and other benefits for existing and future retirees, and (the liabilities described iv) any Liability in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities").respect of work-related employee injuries or worker's compensation claims;

Liabilities Not Assumed. The Other than the liabilities referred to in Section 1.4, Buyer shall not assume, and shall not assume or be deemed to have assumed, assumed any of the liabilities or obligations of the Seller of any kind or nature whatsoever(together, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing"Unassumed Liabilities"), it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect toincluding, without limitation: (ia) any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of liability claims in with respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date business and attributable to affairs of Seller and the acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Selleromissions of its officers, or any predecessor company thereofdirectors, whether relating to periodsemployees and agents, before, including either before or after the Closing Date, and ; (b) any taxes arising from obligation or with respect liability of Seller to the Assets or the operations any of the Group Activity that are incurred Stockholders or relate to any period prior to other officer or director of Seller; (c) any obligation or up to and including) the Closing Dateliability of Seller or any Stockholder in connection with any real property lease, including, without limitation, the lease of the premises located at 0 Xxxxx Xxxx, Xxxxxx, Xxx Xxxxxx; (d) any Taxes incurred by obligation or imposed upon the Seller liability for federal, state, local or the Group foreign income or other taxes (including any related penalties, fines and interest); (e) any obligation or liability arising out of the consummation operation of Seller's business prior to the Closing Date, including any rebates, discounts, offsets or concessions attributable to amounts invoiced to Seller's clients prior to the Closing Date; (f) any obligation or liability to Seller's temporary, payrolled or full-time employees for salary, wages or other compensation or benefits, including any with respect to retirement plans and accrued vacation, sick and holiday time and pay, incurred prior to the Closing Date, including any such obligations or liabilities with respect to Xxxx or as contemplated by Section 9.3 but excluding any obligations set forth in Schedule 1.7; (g) any liabilities of Seller with respect to any pension, retirement, savings, profit-sharing or other benefit plans; (h) any obligation or liability which is inconsistent with any representation or warranty of Seller or the Stockholders; (i) any liability arising out of, and any expenses relating to, any claim, action, dispute or litigation involving Seller; (j) any liability of Seller for fines, penalties, damages or other amounts payable to any government or governmental agency or instrumentality; and (k) any obligation or liability of Seller or the Stockholders for any expenses incurred in preparing or negotiating this Agreement and consummating the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")hereunder.

Liabilities Not Assumed. The Buyer Notwithstanding anything to the contrary in this Agreement, neither Buyer, Acquisition Sub, nor any of their respective Affiliates shall not assume, and shall not assume or otherwise be deemed to have assumed, responsible for any liabilities or obligations of the Seller Liabilities of any kind Seller or nature whatsoeverits Subsidiaries or any of such Seller’s or such Seller’s Subsidiaries’ Affiliates (including any predecessor of any Seller or its Affiliates or any prior owner of all or part of their respective businesses and assets) of whatever nature, except as expressly provided whether presently in existence or arising hereafter, which are not Assumed Liabilities pursuant to Section 2.3 (collectively, the Assumption Agreement (as defined hereafter) “Excluded Liabilities”). The Sellers shall be responsible for the Excluded Liabilities, which shall be paid, performed and in Section 2.03(a) abovedischarged by the Sellers or their Affiliates. Without limiting the generality foregoing, Excluded Liabilities shall include the following Liabilities: (a) all Liabilities to the extent (i) arising out of or relating to the operation of the foregoingconduct of any Seller or any of its Subsidiaries of any business other than the Business, it is hereby agreed that or (ii) from the Buyer is not assuming operation of the Business on or prior to the Closing; (b) all Liabilities to the extent arising out of or relating to any liability and shall not have any obligation for or with respect to:Excluded Asset; (i) all Liabilities related to any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall Employees who are not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan Transferred Employees (as defined in Section 3.01(s))9.1) whether or not such Liabilities arise prior to, including (x) any obligation to adopt on or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date and (ii) except as expressly provided for in the case of claims Article 9, all Liabilities to or in respect of products any Transferred Employees arising on or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by in connection with or as a result of the Seller or the Group prior to the Closing Date; andTransactions; (vd) except as expressly provided for in Article 9, all Liabilities under or relating to Employee Benefit Plans or Employment Agreements, including any pension or retirement plan, severance plan, retention plan, workers compensation, medical, life insurance, disability or other welfare plan, expenses and all liabilities benefits incurred or obligations claimed in respect of any Employees, and any claims by such Employees (and their covered dependents) for Taxes incurred by benefits or imposed upon the Seller, or any predecessor company thereofclaims, whether relating to periodsor not such Liabilities arise prior to, before, including on or after the Closing DateClosing; (e) any Indebtedness other than in respect of capital leases included in the Acquired Assets; (f) any Liability to any broker, finder or agent for any investment banking or brokerage fees, finder’s fees or commission and any taxes arising from or other fees and expenses payable by Seller pursuant to Section 15.5 with respect to the Assets Transactions; (g) (i) any Liability for Taxes related to the Business or the operations of the Group Activity that are incurred or relate Acquired Assets attributable to any period prior to (or up to Pre-Closing Tax Period, including such Taxes for any Straddle Period allocated in accordance with Section 10.2 of this Agreement, and including) the Closing Date, including, without limitation, including any such Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of in connection with the transactions contemplated by this Agreement, (ii) any other Liability of any Seller or any of its Subsidiaries for Taxes for any Tax period or any portion thereof, and (iii) any Liability of any Seller or any of its Subsidiaries for unpaid Taxes of any Person under Treas. Reg. Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as well as sales and use Taxes a transferee or successor, by Contract, by operation of Law or otherwise. (h) Liabilities arising out of or relating to claims for death, personal injury, property damage or consequential, punitive, or other damages relating to or arising out of the transactions contemplated conduct of the Business prior to the Closing or relating to or arising out of any other business (other than the Business) conducted by any of the Sellers or any of their Subsidiaries; (i) all Liabilities arising out of or relating to the violation or alleged violation by any of the Sellers or any of their Subsidiaries of any Law; (j) any obligation of any of the Sellers or any of their Subsidiaries to indemnify any Person, except to the extent assumed by Buyer pursuant to Section 2.3(a); (k) all Liabilities under any Transferred Contract included within the Acquired Assets that arise on or after the Closing to the extent relating to any facts or circumstances existing or Liabilities arising on or prior to the Closing; (l) any Liabilities of any of the Sellers or any of their Subsidiaries in connection with performing its obligations under this Agreement or in consummating the Transactions (including costs and expenses incurred in connection with this Agreement, the Transaction Agreements and the transactions contemplated hereby and thereby) except to the extent that Buyer has expressly agreed to reimburse any of the Sellers for under this Agreement; (m) any Liabilities for any breach or failure to perform and covenants and agreements contained in, or made pursuant to, this Agreement, or, on or prior to the Closing any other contracts whether such Taxes are imposed upon or not assumed hereunder, including any breach arising from assignment of Contracts without consent of third parties; (n) all Liabilities related to or arising out of the Seller infringement or misappropriation of any third party Intellectual Property Rights by Sellers arising out of the conduct of the Business prior to the Closing; (o) claims of creditors of any of the Sellers or any of their Subsidiaries (other than the Assumed Liabilities); (p) all Liabilities arising out of any Actions or proceedings relating to the Business or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Acquired Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through pending as of the Closing, or (vii) being herein collectively called commenced after the "Excluded Liabilities")Closing and arising out of or relating to any occurrence or event happening prior to the Closing; (q) all Liabilities arising from or related to any loans made by any of the Sellers; (r) all Liabilities of any of the Sellers and their Subsidiaries based upon its or their acts or omissions occurring after the Closing; (s) all Accounts Payable and any other Liabilities to the extent arising out of or relating to or incurred in connection with the Business or the Acquired Assets prior to the Closing, including (i) the operation of the Business on or prior to the Closing, and (ii) any condition arising on or prior to the Closing with respect to the Acquired Assets; (t) all Liabilities arising from any misclassification by the Sellers and their Subsidiaries or any of their respective Affiliates prior to the Closing of (i) any Person or Employee as an independent contractor rather than as an employee, including liability for statutory employee deductions and statutory employer liabilities and for any claims to compensation in lieu of notice of termination of services in excess of amounts prescribed in such independent contractors written terms of engagement; (ii) any Employee leased from another employer; or (iii) any Person or Employee currently or formerly classified as exempt from overtime wages; and (u) if the MITA Closing does not occur on or prior to the Closing, all Liabilities of the Fund or arising from transactions of PES with the Fund.

Liabilities Not Assumed. The Notwithstanding any provision in this Agreement or the Ancillary Agreements, Buyer and its Designees shall not assume, shall not take subject to and shall not be deemed to have assumedliable for (and the Assumed Liabilities shall not include) the Liabilities as set forth below: (i) except as provided in Section 1.1(d)(ii), any liabilities Liabilities to the extent not incident to, or obligations arising out of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or incurred with respect to: (i) any liabilities or obligations of , the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; Business; (ii) except as provided in Section 1.1(d)(ii), any liabilities Liabilities directly or obligations indirectly arising out of the Seller or the Group that arise under the terms of the ADSL Agreement or relating to the Excluded Agreements set forth in item 4 of Schedule 1.01(e); Assets; (iii) all Liabilities resulting from any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or Legal Proceedings pending as of the Closing Date and any property damage, personal injury, death, product recall or (B) after the Closing Date in the case of claims in respect other similar Liability arising out of products manufactured or services sold or provided by the Seller or the Group or the conduct of the Group Activity distributed prior to the Closing Date and attributable (other than such Liabilities to the extent arising out of or resulting from the shipment, storage, handling or labelling (or any acts performed or omitted omissions in respect thereof) of such products by the Seller Buyer, any of its affiliates or the Group prior to any of their direct or indirect distributors or agents after the Closing Date); and (iv) any Liabilities arising out of or relating to any Environmental Laws in respect of any condition existing on the Closing Date that constitutes a violation of any Environmental Law or that would require under Environmental Laws any investigation, cleanup, remediation or removal actions with respect to the presence of Hazardous Materials; (v) any and all liabilities or obligations Liability for Taxes incurred by or imposed upon the Seller, which Seller or any predecessor company thereof, whether relating to periods, before, including or after of its subsidiaries (other than the Closing Date, and any taxes arising from or with respect Subsidiaries) expressly has responsibility pursuant to the Assets terms of this Agreement or the operations any of the Group Activity that are incurred Ancillary Agreements; (vi) except as provided under Section 4.6(e) hereof, Liabilities arising under any contract or relate agreement excluded from the Assets pursuant to Section 4.6(e) hereof until such time as such contract or agreement is deemed to be assigned to Buyer pursuant to Section 4.6(e) hereof; or (vii) except as provided under Sections 1.1(d)(i) and (ii), any period prior to indebtedness for borrowed money (or up to and including) the Closing Date, including, without limitation, any Taxes incurred as evidenced by bonds, notes, indentures or imposed upon similar instruments) or for the Seller deferred purchase price of property or the Group and arising out of the consummation of the transactions contemplated by this Agreementservices, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")guarantees therefor.

Liabilities Not Assumed. The Notwithstanding anything contained in this Exhibit P or elsewhere in the Agreement to the contrary, Buyer shall does not assumeassume or agree or undertake to pay, satisfy, discharge or perform in respect of, and shall will not be deemed by virtue of the execution and delivery of the Agreement or any Transaction Documents or other document delivered at the Closing pursuant to the Agreement, or as a result of the consummation of the Transactions, to have assumed, or to have agreed to pay, satisfy, discharge or perform in respect of, any liabilities or obligations of the Seller Liabilities of any kind or nature whatsoeverEMEA Seller in any way relating to the Business other than those Assumed Liabilities described in Section 3, including the following (collectively, the “EMEA Excluded Liabilities”): (a) except as expressly provided in the Assumption Agreement (as defined hereafter) and set forth in Section 2.03(a) above. Without limiting the generality 3(b), all Liabilities of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation EMEA Seller or its Affiliates for or with respect to: Taxes but including (i) any liabilities or obligations Taxes that are the responsibility of the relevant EMEA Seller pursuant to Section 9.1 of the Agreement and (ii) all Taxes arising out of the operations of the Business (including ownership of the EMEA Acquired Assets) with respect to transactions occurring prior to or periods (or portions thereof) ending prior to the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this AgreementEffective Time; (iib) all Liabilities of any liabilities or obligations of the EMEA Seller or the Group that arise under the terms of the ADSL this Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)any other Transaction Document to which it is party; (iiic) all Liabilities for legal, accounting and audit fees and any liabilities other expenses incurred by any EMEA Seller in connection with this Agreement, any other Transaction Document or obligations consummation of the Seller or the Group under any Plan (as defined in Section 3.01(s))Transactions, including (x) any obligation fees, expenses or other payments incurred or owed by any EMEA Seller to adopt any agent, broker, investment banker or to sponsor such Plan of other firm or Person retained or employed by any EMEA Seller in connection with the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the SellerTransactions; (ivd) any obligation of the Seller or the Group arising out all Liabilities of any actionEMEA Seller, suit or proceeding based upon an event occurring or a claim to the extent relating to the EMEA Excluded Assets; (e) except as provided in Section 3(c) and/or as specified in the Master Purchase Agreement, all Liabilities with respect to defective product claims and product liability claims and causes of action arising (A) with respect to Products shipped by any EMEA Seller prior to Closing; (f) all Liabilities of any EMEA Seller under or as of arising from the VSS Products prior to the Closing Date Date, including claims relating to warranty obligations or (B) after the Closing Date in the case of claims in respect of products other Liabilities under or services sold or provided by the arising from Contracts to which any EMEA Seller or the Group or the conduct of the Group Activity is a party that have been entered into prior to the Closing Date with respect to VSS Products; provided, that Buyer and attributable the other Buyer Entities shall be responsible for all Liabilities with respect to acts performed any implementation of the features or omitted functionality of the VSS Products in whatsoever manner implemented by Buyer or its Affiliates, in accordance with Section 3(d), from and after the Seller Closing; (g) all Liabilities relating to any EMEA Seller’s ownership or use of any EMEA Acquired Assets, or the Group conduct or operation of the Business, or the activities of any EMEA Seller in connection with the EMEA Acquired Assets or the Business prior to the Closing DateClosing, to the extent not an Assumed Liability; and (vh) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether Liabilities relating to periodsany other assets, beforeoperations, including products, businesses or after the Closing Date, and activities of any taxes arising from or with respect to the Assets or the operations EMEA Seller that are not part of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")Business.

Liabilities Not Assumed. The Buyer shall It is expressly understood and agreed that, except as set forth in Section 1.4 or otherwise in this Agreement, along with the exhibits and schedules hereto, Purchaser is not assumeassuming any of the debts, obligations or liabilities of Seller of any kind and shall nature whatsoever. In addition, Purchaser does not be deemed to have assumed, any assume the following liabilities or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect toSeller: (ia) any liabilities securities brokerage account or obligations of dealer reserve account maintained by Seller for a customer attributed to the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this AgreementBranches; (iib) any liabilities or obligations deposit accounts designated as closed status as of the Seller or Closing Date, and any deposit account attributed to the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or Branches as of the Closing Date which is subject to any order, agreement or (B) after encumbrance that in any way restricts the Closing Date in payment of funds representing such account on the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct order of the Group Activity depositor; (c) any liability or obligation arising out of a Trust Account; (d) any liability associated with cashier’s checks or other official bank checks and traveler’s checks issued by Seller at any of the Branches prior to the Closing Date; (e) any liability of Seller for any losses or liabilities due to or arising from forgery, fraud, defalcation, or any other improper act or omission occurring on or before the Closing Date; (f) any liability of Seller for any unfair employment practices by Seller occurring on or before the Closing Date and attributable (such as wrongful termination or employment discrimination); (g) any liability or obligation of Seller arising out of any threatened or pending litigation, or any liability with respect to acts performed personal injury or omitted by the Seller property damage claims arising from events occurring on or the Group prior to before the Closing Date; and (vh) any other liabilities set forth on Exhibit 1.5(h) attached hereto and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")made a part hereof.

Liabilities Not Assumed. The Except as expressly set forth in this Agreement, the Buyer shall will not assume, and shall not be deemed to have assumed, assume or perform any liabilities Liabilities or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as specifically contemplated by Section 1.02 2.3 hereof nor any of the following Liabilities and obligations (whether or not contemplated by Section 2.3 unless specifically contemplated by this Section 2.4): (a) any Liability or obligation of any of the Sellers for Taxes of any Person attributable to any taxable period or activities or events that occurred prior to the Closing Date regardless of whether reserved on the Financial Statements; (b) any Liability of any of the Sellers for the unpaid Taxes of any Person prior to the Closing Date or as a consequence of the Closing, including Taxes imposed on any of the Sellers as a transferee or successor, by contract, or otherwise; (c) any Liability or obligation of any of the Sellers to indemnify any Person (including any of the Sellers) by reason of the fact that such Person was a director, officer, employee, or agent of any of the Sellers or was serving at the request of such entity as a partner, trustee, director, officer, employee, or agent of another entity; (d) any Liability or obligation of any of the Sellers as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time caused by any action that occurred or condition that existed prior to the Closing Date and in respect of anything done, suffered to be done or omitted to be done by such Seller or any of their directors, officers, employees or agents except as set forth in Section 2.3(e); (e) any Liability of any of the Sellers for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby; (f) any Liability or obligation of any of the Sellers under this Agreement (or under any side agreement between any of the Sellers on the one hand and the Buyer on the other hand) entered into on or after the date of this Agreement; (iig) any liabilities Liability or obligations obligation of any of the Seller Sellers incurred in connection with the making or the Group that arise under the terms performance of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)this Agreement; (iiih) any liabilities Liability or obligations of the Seller obligation for products manufactured or the Group under any Plan sold (as defined in Section 3.01(s))or, including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of warranty obligations, for products sold prior to Closing) or services sold or provided rendered by the Seller or the Group or the conduct of the Group Activity ENBU prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior (i) except (A) to the Closing Date; and extent described on Schedule 2.3(e) and (vB) any Liability for product warranty repair and all liabilities or obligations for Taxes incurred by or imposed upon replacement (as described in Section 5.11) to the Seller, or any predecessor company thereof, whether relating to periods, before, including or after extent of the Closing Datereserve as set forth in the Most Recent Balance Sheet and in Section 2.3(b) above, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and includingii) the Closing Date, including, without limitation, any Taxes incurred Liability relating to the pending dispute between the Sellers and Willemijn Houdstermaatschappiuj BV regarding the Soderblom Patent (U.S. Patent No. Re. 31,852) and related contractual Liabilities except as described on Schedule 2.3(e); (i) any Liability or obligation of any of the Sellers arising out of any Employee Benefit Plan established or maintained by any of the Sellers for the benefit of past or imposed upon present employees of ENBU or to which the Seller ENBU contributes or any liability or the Group and termination of any such plan; (j) any Liability or obligation of any of the Sellers for making payments or providing benefits of any kind to its employees or former employees (including, without limitation, (A) as a result of the sale of the Acquired Assets or as a result of the termination by any of the Sellers of any employees, (B) any Liability or obligation arising out of, or relating to, the Worker Adjustment and Retaining Act of 1988, (C) any obligation to provide former employees (including individuals who become former employees by reason of the consummation of the transactions contemplated by this Agreement) so-called COBRA continuation coverage, (D) any Liability or obligation in respect of medical and other benefits for existing and future retirees and for claims made after Closing in respect of costs and expenses incurred prior to Closing, (E) any Liability or obligation in respect of work-related employee injuries or worker's compensation claims (F) any Liability of Sellers pursuant to Section 5.7 hereof (G) any Liability or obligation in respect of the Sellers' 401(k) savings plan, except as well as sales set forth in Section 5.7, and use Taxes (H) any Liability or obligation in respect of employee bonuses); (k) any Liability pertaining to the ENBU or its business and arising out of or resulting from noncompliance prior to the transactions contemplated by this AgreementClosing Date with any national, regional or local laws, statutes, ordinances, rules, regulations, orders, determinations, judgments, or directives, whether such Taxes are imposed upon the Seller legislatively, judicially or the Buyer; providedadministratively promulgated (including, howeverwithout limitation, that sales any Environmental Liabilities and use Taxes Costs whether or not arising out of or resulting from the purchase and sale Sellers' noncompliance with Environmental Laws); (l) any Liability or obligation of any of the Assets hereunder shall be paid Sellers under any leases, contracts, or agreements not listed on Schedules 2.1(b) and 2.1(e); (m) any Liability or obligation of any of the Sellers in respect of Environmental Liabilities and Costs arising out of any condition existing at or prior to Closing which constitutes a violation of or gives rise to a duty to remediate under any Environmental Law which is occurring or occurred on either (A) property which is not owned or leased by any of the Sellers on the Closing Date or (B) property which is owned or leased by any of the Sellers on the Closing Date, in both cases without limit as provided in Section 4.06 below. to point of time, knowledge or amount (the liabilities described in the preceding clauses including, without limitation, any Liability or obligation to remediate any Chemical Substance, (i) through generated, used, stored, disposed of or Released (vspecifically including naphtha) being herein collectively called at any property or facility owned or leased by the "Excluded Liabilities"Sellers or their Affiliates at any time prior to the Closing Date, (ii) Released from or in connection with any underground or above-ground storage tank maintained at any property or facility owned or leased by any of the Sellers or its Affiliates at any time prior to the Closing Date or (iii) generated, used, stored, disposed of or Released in connection with the ENBU's past or present operations).;

Liabilities Not Assumed. The Buyer Purchaser shall not assumeassume or become liable or obligated in any way, and Seller shall not be deemed retain and remain solely liable for and obligated to have assumeddischarge and indemnify and hold Purchaser harmless for, all debts, expenses, accounts payable, contracts, agreements, commitments, obligations, claims, suits and any liabilities or obligations other Liability of the Seller of any kind or nature whatsoever, except as expressly provided in whether or not related to the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations of the Seller Business or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereofAcquired Assets, whether relating to periodsknown or unknown, beforeaccrued or not accrued, including fixed or after the Closing Datecontingent, and any taxes current or arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Datehereafter, including, without limitation, any Taxes incurred by or imposed upon of the Seller or the Group and following (collectively referred to herein as “Excluded Liabilities”): (a) Any Liability arising out of or as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time to the extent arising out of facts occurring on or prior to the Closing Date; (b) Any Liability of Seller for unpaid Taxes (with respect to the Business, the Acquired Assets, the Transferred Employees or otherwise), any liability of Seller for Taxes arising in connection with the consummation of the transactions contemplated Transaction (including any income Taxes) arising because Seller is transferring the Acquired Assets or any liability of Seller for the unpaid Taxes of any Person other than Seller, or a transferee or successor of Seller, by contract or otherwise; (c) Any Liability related to or arising from any breach or default by Seller or its Affiliates, whether before or after the Closing Date, of any Contract or related to or arising from any tort, infringement or violation of Laws or Decrees by Seller, in each case to the extent occurring or arising from facts occurring on or prior to the Closing Date; (d) Any Liability of Seller or any of Seller’s Affiliates incurred in connection with or under this AgreementAgreement (including, as well as sales without limitation, with respect to any of Seller’s or its Affiliates’ representations, warranties, agreements, covenants or indemnities hereunder) relating to the execution or performance of this Agreement and use Taxes arising out of the transactions contemplated herein; (e) Any Liability of Seller under any of Seller’s Employee Plans with respect to any obligation of Seller to contribute or to make payments to or provide benefits on behalf of Seller’s employees, including the Transferred Employees; (f) Any fees or expenses incurred by this Agreement, whether such Taxes are imposed upon the Seller or any of Seller’s Affiliates hereunder with respect to Seller’s or any of its Affiliates’ engagement of its counsel, or any investment banker, appraiser or accounting firm engaged to perform services hereunder; (g) Any outstanding obligations of Seller for borrowed money due and owing to banks or other lenders; (h) Any Liability of Seller not related to the BuyerBusiness, including, but not limited to, the Liabilities set forth on Schedule 2.5; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses or (i) through any obligation of Seller to indemnify any Person by reason of the fact that such Person was a director, officer, employee or agent of Seller or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (v) being herein collectively called the "Excluded Liabilities"whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement or otherwise).

Liabilities Not Assumed. The Buyer Neither Parent or Purchaser shall not assumebe the successor to Seller, and shall not be deemed to have assumed, any liabilities or obligations of the Seller of any kind or nature whatsoeverand, except as expressly provided in the Assumption Agreement (as defined hereafter) and set forth in Section 2.03(a) 2.4 above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming neither Parent nor Purchaser shall assume or become liable or obligated in any liability way, and Seller shall not have any obligation retain and remain solely liable for or with respect toall Liabilities other than Assumed Liabilities (collectively referred to herein as “Excluded Liabilities”), including: (ia) any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group Any Liability arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as a result of the Closing Date any legal or (B) after the Closing Date in the case of claims in respect of products equitable action or services sold judicial or provided by the Seller or the Group or the conduct of the Group Activity prior administrative proceeding initiated at any time to the Closing Date and attributable to acts performed or omitted by the Seller or the Group extent arising out of facts occurring prior to the Closing Date; and; (vb) Any Liability arising out of or as a result of the Patent Litigation; (c) Any Liability of the Seller for unpaid Taxes (with respect to the Business, the Assets, or Seller’s employees or otherwise), any and all liabilities or obligations liability of the Seller for Taxes incurred by arising in connection with the consummation of the Transaction (including any income Taxes) arising because the Seller is transferring the Assets or imposed upon any liability of the Seller for the unpaid Taxes of any Person other than the Seller, or a transferee or successor of Seller, by contract or otherwise; (d) Any Liabilities related to or arising from any predecessor company thereofbreach or default by Seller or its Affiliates, whether relating to periods, before, including before or after the Closing Date, and of any taxes Contract or related to or arising from any tort, infringement or violation of Laws or Decrees by Seller, in each case to the extent occurring or arising from facts occurring on or prior to the Closing Date; (e) Any Liability of Seller or any of Seller’s Affiliates incurred in connection with or under this Agreement (including, without limitation, with respect to any of Seller’s or its Affiliates’ representations, warranties, agreements, covenants or indemnities hereunder) relating to the execution or performance of this Agreement and the transactions contemplated herein; (f) Any Liability of Seller under any of Seller’s Employee Plans with respect to any obligation of Seller to contribute or to make payments to or provide benefits on behalf of Seller’s employees; (g) Any fees or expenses incurred by Seller or any of Seller’s Affiliates or hereunder with respect to Seller’s or any of its Affiliates’ engagement of its counsel or with respect to any broker, finder, investment banker, appraiser or accounting firm engaged by Seller or any of Seller’s Affiliates, or pursuant to the terms of any agreement between Seller or any of Seller’s Affiliates with any such third party; (h) Any outstanding obligations of Seller for borrowed money due and owing to banks or other lenders or lessors, other than obligations under the Assumed Contracts to the extent assumed pursuant to Section 2.4(a); (i) Any Liability of Seller not related to the Business; or (j) Except as otherwise provided in Section 2.4, all Liabilities arising out of, relating to or with respect to the Assets or the operations operation of the Group Activity that are incurred or relate to any period prior to (or Businesses for all periods up to and including) including the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities").

Liabilities Not Assumed. The Buyer shall Notwithstanding anything to the contrary contained in this Agreement, it is expressly agreed that Purchasers will not be required to assume, and shall not assume, at the Closing, and the Seller shall be deemed solely responsible for and shall pay, perform and discharge or shall cause to have assumedbe paid, performed and discharged, promptly when due, any obligations or liabilities or obligations of Seller not specifically set forth in this Agreement, including, without limitation, the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to:following; (i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contractand all liabilities, agreementobligations, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor costs and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group expenses arising out of or incurred in connection with any actiontransaction, suit event, act or proceeding based upon an event omission occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes claims, suits or proceedings, and any judgments or settlements arising from any such claims, suits or proceedings, with respect thereto, except as may be related to the repair, maintenance or condition of the Purchased Assets or otherwise under Paragraph 8C; (ii) Seller's accounts payable; (iii) Seller's indebtedness for borrowed money; (iv) federal, state or local taxes relating to the operations of the Group Activity that are incurred Seller's business or relate to any period property or payable by Seller for periods ending on or prior to (or up to and including) the Closing Date; (v) liabilities relating to any Benefit Plan, including, without limitation, withdrawal liability or contributions with respect to any Taxes incurred by multi-employer plan; liability due to the Pension Benefit Guaranty Corporation, or imposed upon the Seller or the Group and arising out any beneficiary on account of the consummation termination of the transactions contemplated by this Agreement, as well as sales and use Taxes any pension plan; severance benefits arising out of the transactions contemplated by provided for in this Agreement, whether such Taxes are imposed upon ; and liabilities accrued to the Closing Date under any pension plan; (vi) obligations of the Seller to holders of season or trip passes, if any, issued by the BuyerSeller, for use at Seller's premises, except as specified on Exhibit E attached hereto; (vii) all legal, accounting and other expenses (including, without limitation, taxes of every kind, nature and description) incurred in connection with the negotiation, approval and performance of this Agreement and the transactions contemplated hereby; provided, however, that sales and use Taxes resulting from and (viii) the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")litigation matters identified on Exhibit G attached hereto.

Liabilities Not Assumed. The Notwithstanding any provision hereof to the contrary, the Buyer shall not assume, and shall not be deemed to have assumed, satisfy or perform any liabilities or obligations of the Seller of following Liabilities (the "Excluded Liabilities"): (a) any kind Liability to the extent such Liability is in respect of, in connection with, or nature whatsoever, except as expressly provided in otherwise arising from the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality operation or use of the foregoing, it is hereby agreed that the Buyer is not assuming Excluded Assets or any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations other assets of the Seller or the Group Sellers that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall are not be assigned, except as contemplated by Section 1.02 of this AgreementAcquired Assets; (iib) any liabilities Liability including, without limitation, any Environmental Liability, to the extent such Liability is in respect of, in connection with, or obligations of arising from the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)Easements; (iiic) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing DateLiabilities, including, without limitation, any Environmental Liabilities, to the extent relating to the off-Site disposal, storage, transportation, discharge, Release, recycling, or the arrangement for such activities of Hazardous Substances that were generated at the Site, at any Offsite Hazardous Substance Facility or at a location other than the Site (other than as a result of subsurface migration from the Site), where the initial disposal, storage, transportation, discharge, Release or recycling of such Hazardous Substances at such Offsite Hazardous Substance Facility occurred on or prior to the Initial Closing Date; (d) any Liability of the Sellers to the extent arising from the execution, delivery or performance of this Agreement or a Related Agreement or the transactions contemplated hereby or thereby; (e) any Liability in respect of Taxes incurred to the extent attributable to the Acquired Assets accrued prior to the relevant Closing Date, except those Taxes expressly allocated to the Buyer pursuant to Section 8; (f) subject to the provisions of Section 5.7, any Liability, whether funded or unfunded, to the extent arising out of any Employee Benefit Plan established or maintained in whole or in part by any Seller (or imposed upon its Affiliate) or to which any Seller (or its Affiliate) contributes or contributed, or is or was required to contribute, at any time prior to the Initial Closing Date and any Liability for the termination or discontinuance of, or any Seller's or its Affiliates' withdrawal from, any such Employee Benefit Plan; (g) any Liabilities of any Seller or any of its Affiliates for any compensation or any benefits whether in relation to any of the Group Plant Employees, independent contractors or any other individuals who are later determined by a court or governmental agency to have been employees of a Seller or its Affiliates, including, without limitation, (i) wages, bonuses, incentive compensation, shift or work schedule adders, on-call pay, call-out pay, vacation pay, sick pay, paid time off, workers compensation, unemployment compensation, withholding obligations, unemployment taxes or similar obligations accruing or related to work performed prior to the Initial Closing Date; (ii) severance pay, other termination pay, post-retirement benefits and COBRA coverage, accruing or related to work performed prior to the Initial Closing Date; or (iii) any other form of compensation or benefits accruing or related to work performed prior to the Initial Closing Date under the terms or provisions of any Employee Benefit Plan of any Seller or such Affiliate, or any other agreement, plan, practice, policy, instrument or document relating to any of the Acquired Assets Employees, other than the Liabilities expressly assumed by the Buyer under Section 5.7; (h) with respect to the Acquired Assets Employees or any independent contractors, or other individuals subject to Section 5.7, except for liabilities under any employment contracts with NAESCO employees relating to periods on and after the Closing Date, which Liabilities are assumed only to the extent set forth in Section 2.3(b), any Liabilities or obligations relating to the employment or termination of employment, including personal injury, tort, discrimination (including claims for whistleblowing under the Atomic Energy Act and the Energy Reorganization Act of 1974 as amended, as well as claims under Title VII of the Civil Rights Act of 1964, as amended, Executive Order 11246, the Age Discrimination in Employment Act, as amended, the Americans with Disabilities Act, and/or any other federal, state or local statute, ordinance, regulation or order prohibiting discrimination or requiring affirmative action), wrongful discharge, breach of implied or express contract, unfair labor practices or any claim asserted in an individual employee grievance procedure, or constructive termination by any Seller or its Affiliate of any individual, or similar claim or cause of action attributable to any action or inaction by any Seller or any of its Affiliates that arise out of wrongful acts or omissions, occurring prior to the Initial Closing Date or such later date as the individual may have commenced employment with Buyer pursuant to Section 5.7(a) or (b); PROVIDED that the Sellers shall not have any liability for similar actions or inactions by any other Person on or after the Initial Closing Date or such later date as the individual shall have commenced employment with the Buyer; (i) any Liabilities of Sellers to the extent accrued or related to or attributable to the period prior to the Initial Closing Date under any contract, license, Permit or other instrument relating to the Acquired Assets (including, without limitation, the Leases, Emergency Preparedness Agreements and Other Assigned Contracts, the Material Contracts and the NRC Licenses); (j) all Liabilities for assessments for decommissioning and decontamination fund fees accrued and payable under 42 U.S.C. Section 2297g-1 prior to the Initial Closing Date; (k) any Liabilities, including, without limitation, any Environmental Liabilities, resulting from any illegal acts or willful misconduct of the Sellers or NAESCO or their employees, agents or contractors, occurring prior to the Initial Closing Date; (l) all Liabilities for fees payable to DOE under the DOE Standard Contracts accrued or related to electricity generated and sold prior to the Initial Closing Date, and interest accrued thereon as set forth in Article VIII of the DOE Standard Contracts; (m) any Liabilities to the extent relating to the Business Finance Authority of the State of New Hampshire Pollution Control Revenue Bonds (as set forth in SCHEDULE 2.4(M), the "Pollution Control Bonds") and any agreements relating thereto, other than those arising out of the consummation breach by the Buyer of the transactions contemplated by covenants contained in Section 5.8(d); (n) any Liens on the Acquired Assets, except for Permitted Encumbrances; (o) except as otherwise expressly set forth in this Agreement, as well as sales and use Taxes arising out any other Liability, obligation, claim, action, complaint, debt, suit, cause of action, investigation, or proceeding of any kind whatsoever asserted by any Third Party, against or relating to any of the transactions contemplated Buyer, the Sellers or the Acquired Assets, for damages suffered by this such Third Party arising from or relating to the use, ownership or lease of the Acquired Assets or operation of the Facility prior to the Initial Closing Date; (p) all Liabilities of NEP and PSNH under the Transmission Support Agreement, whether except for NEP's transmission support payment obligations; and (q) the escrow account contribution obligation of each Seller under the Unit 2 Memorandum of Understanding with the Town of Seabrook; and (r) any Liability which is required to be accrued in accordance with GAAP by any Seller on the balance sheet of such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale as of the Assets hereunder shall be paid Initial Closing Date or a Subsequent Closing Date, as provided the case may be, , other than those Liabilities which are specifically identified as Assumed Liabilities in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")2.3.

Liabilities Not Assumed. The Buyer Purchaser shall not assume, and shall not assume or be deemed to have assumed, responsible for any of the following liabilities or obligations of (the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to:"EXCLUDED LIABILITIES"): (i) any liabilities product liability or obligations similar claim for injury to person, business or property, regardless of the Seller when made or the Group that arise under the terms asserted, which arises out of a contractor is based upon any express or implied representation, agreementwarranty, license, lease, sales order, purchase orderagreement or guarantee made by Seller, or other commitment that shall not alleged to have been made by Seller, or which is imposed or asserted to be assigned, except as contemplated imposed by Section 1.02 operation of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer maylaw, in its sole discretion, elect to adopt connection with any service performed or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services product sold or provided leased by the or on behalf of Seller on or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing DateClosing, including, without limitation, any Taxes claim relating to any product delivered in connection with the performance of such service and any claim seeking recovery for consequential damages, lost revenue or income; (ii) sales or use taxes, recapture taxes, other taxes, assessments and penalties (A) payable with respect to the Business, Assets, properties or operations of Seller or any member of any affiliated group of which Seller is a member for any period prior to the Closing Date, or (B) incident to or arising as a consequence of the negotiation or consummation by Seller, or any member of any affiliated group of which Seller is a member, of this Agreement and the transactions contemplated hereby; (iii) any liability or obligation under or in connection with the Excluded Assets; (iv) any liability or obligation of Seller of any kind, known or unknown, contingent or otherwise, not enumerated as an Assumed Liability in Section 2(a); (v) any liability or obligation resulting from violations of any applicable laws or regulations by Seller prior to the Determination Date or from infringement of third-party rights or interests; (vi) except to the extent set forth above, any employee liabilities relating to present and past employees of the Business with respect to plans, programs, policies, commitments, and other benefit entitlement established or existing on or prior to Closing (to the extent such liabilities are accrued or payable before the Closing Date, and whether or not such liabilities are contingent in nature), including (A) any liability or obligation for workers' compensation; (B) any current or future liabilities to employees retiring on, before, or after Closing, and their dependents (excluding employees employed by Purchaser after the Closing and who subsequently retire); (C) any current or future liabilities for benefits that may have been accrued or earned by any employees associated with the Business on or before Closing under any pension plans relating to service prior to the Closing Date; (D) any current or future liabilities for claims incurred by prior to Closing and related expenses with respect to any employees associated with the Business under any life, health, welfare or imposed upon disability plans established or existing at or prior to Closing, regardless of when filed with Purchaser, Seller, or the claims administrator for any such plan; (E) any retrospective premium or pension, savings, thrift, or profit-sharing plan contribution relating to any employees associated with the Business incurred or accrued prior to the Closing Date, regardless of when invoiced or recorded; and (F) any monetary liability for severance payments that may arise at any time in favor of any of Seller's employees under any plan, program, policy, commitment, or any other benefit entitlement, provided such monetary liability relates to periods of employment prior to the Closing; (vii) any Litigation (as defined herein) pending or threatened against Seller or the Group Assets, if the cause of action or activities giving rise to such litigation arose, accrued or occurred prior to the Closing Date; (viii) any liability or obligation that under generally accepted accounting principles ("GAAP") would be required to be accrued and arising out reflected in Seller's most recent balance sheet furnished to Purchaser before Closing, but is not included therein, regardless of the consummation materiality of such items individually or in the aggregate; (ix) any liability or obligation of Seller arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated by this Agreementhereby and fees and expenses of counsel, as well as sales accountants and use Taxes other experts; (x) any liability or obligation of Seller arising out or incurred in connection with any securities of Seller, including, but not limited to, the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller offer or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of any securities by Seller, the Assets hereunder shall be paid as provided repurchase by Seller of any its securities from its shareholders, and the issuance or payment of any distributions and/or dividends by Seller to its shareholders; and (xi) any liability or obligation of Seller arising or incurred in Section 4.06 below. (connection with any letter of intent, agreement or plan of merger or acquisition, non-disclosure, confidentiality, no-shop, standstill or similar agreements which the liabilities described in Parent or Seller may have entered into prior to the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")date hereof.

Liabilities Not Assumed. The Except as expressly set forth in this Agreement, the Buyer shall will not assume, and shall assume or perform any Liabilities not be deemed to have assumed, specifically contemplated by Section 2.3 hereof nor any liabilities or obligations of the Seller following Liabilities (whether or not contemplated by Section 2.3): (a) any Liability of any kind Seller for income, franchise, transfer, sales, use and other similar Taxes whether or nature whatsoevernot relating to the Business and whether or not incurred prior to the date hereof; (b) any Liability of any Seller for the unpaid Taxes of any Person including Taxes imposed on the Company or any other Seller, except as expressly provided a transferee or successor, by contract, or otherwise; (c) any Liability of any Seller to indemnify any Person (including any of the Sellers) by reason of the fact that such Person was a director, officer, employee, or -7- 14 agent of the Company or any other Seller or was serving at the request of such entity as a partner, trustee, director, officer, employee, or agent of another entity; (d) any Liability of any Seller arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time in respect of anything done, suffered to be done or omitted to be done by such Sellers or any of their respective directors, officers, employees or agents; (e) any Liability of the Sellers for costs and expenses incurred in connection with this Agreement, the making or performance of this Agreement and the transactions contemplated hereby; (f) any Liability of the Sellers under this Agreement; (g) any Liability relating to or arising out of services rendered by the Company or any other Seller prior to the date hereof; (h) any Liability of the Business for trade payables and other accrued liabilities incurred in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting Ordinary Course of Business prior to the generality of the foregoingdate hereof, it is hereby agreed that other than those assumed by the Buyer is not assuming any liability and shall not have any obligation for or with respect to:as set forth on Schedule 2.6; (i) any liabilities or obligations Liability of the Seller Sellers arising out of any (i) Employee Benefit Plan established or maintained by the Group that arise under the terms of a contractCompany or any other Seller, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) Employee Benefit Plan to which the Company or any liabilities other Seller contributes, or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations termination of the Seller or the Group under any Plan (such Employee Benefit Plan, other than as defined in specifically assumed pursuant to Section 3.01(s)), including (x2.3(c) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Sellerhereto; (ivj) except as specifically set forth in Section 2.3(c) hereto, any obligation Liability of the Seller Sellers for making payments or the Group arising out providing benefits of any action, suit kind to its employees or proceeding based upon an event occurring or a claim arising former employees and beneficiaries of employees and former employees (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, (i) as a result of the sale of the Acquired Assets, (ii) any Taxes incurred by obligation to provide former employees so-called COBRA continuation coverage, (iii) any liability or imposed upon the Seller obligation in respect of medical and other benefits for existing and future retirees, (iv) any liability or the Group and obligation in respect of work-related employee injuries or worker's compensation claims arising out of injuries occurring prior to the consummation date hereof, and (v) any liability of Sellers pursuant to Section 5.1(a) hereof); (k) any Liability pertaining to the transactions contemplated by this Agreement, as well as sales and use Taxes Business arising out of or resulting from noncompliance prior to the transactions contemplated by this Agreementdate hereof with any national, regional or local laws, statutes, ordinances, rules, regulations, orders, determinations, judgments, or directives, whether such Taxes are imposed upon the Seller legislatively, judicially or the Buyeradministratively promulgated; provided, however, that sales and use Taxes resulting from the purchase and sale and (l) any Liability of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (iSellers under any leases, contracts, or agreements not listed on Schedules 2.1(b) through (v) being herein collectively called the "Excluded Liabilities"or 2.1(f).

Liabilities Not Assumed. The Notwithstanding any provision hereof ----------------------- to the contrary, the Buyer shall not assume, and shall pay or perform any Liabilities of Seller that are not be deemed to have assumedexpressly identified as an Assumed Liability, including, without limitation, the following excluded liabilities: (a) any liabilities Liability in respect of the Excluded Assets or obligations any other assets of the Seller that are not Acquired Assets; (b) any Liabilities, including without limitation any Environmental Liabilities, relating to the disposal, storage, transportation, discharge, Release, recycling, or the arrangement for such activities, by the Seller, of Hazardous Substances that were generated at the Site, at any kind Offsite Hazardous Substance Facility or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed at another location that the Buyer is not assuming any liability and shall not have any obligation for the Site (other than as a result of migration from the Site), where the disposal, storage, transportation, discharge, Release or with respect to:recycling occurred on or prior to the Closing Date; (ic) any liabilities or obligations Liability of the Seller arising from the making or performance of this Agreement or a Related Agreement or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, transactions contemplated hereby or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreementthereby; (iid) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group Liability arising out of any action, suit Employee Benefit Plan established or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided maintained by the Seller or to which the Group Seller contributes or any Liability for the conduct termination of any such plan; (e) any Liability arising out of the Group Activity Wholesale Power Contracts and any Liability of the Seller arising out of the Power Purchase Agreements; (f) any Liability to make payments in addition to or in lieu of property Taxes under Section 71 of the Act, including any liability under any agreements entered into by the Seller regarding such payments ("Section 71 Transition Payments"), whether such agreements are entered into prior to, on or after the Closing, and any Liability in respect of Taxes attributable to the Acquired Assets for taxable periods ending on or before the Closing Date, except those Taxes expressly allocated to the Buyer pursuant to Section 8; (g) any Liability arising out of the Municipal Contracts; (h) any Liabilities of Seller for wages, withholding obligations, workers compensation, overtime, severance, employment taxes or similar obligations accruing on or prior to the Closing Date and attributable to acts performed or omitted by all Liabilities for which the Seller is responsible under Section 5.7 relating to Employees; (i) any Liabilities arising from Seller's breach on or the Group prior to the Closing DateDate of any contract, license, permit or other instrument relating to the Acquired Assets; and (vj) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations Liabilities of the Group Activity that are incurred or relate to any period prior to (or up to Seller for assessments for enrichment decommissioning and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in decontamination fund fees under 42 USC Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")2297g-1.

Liabilities Not Assumed. The Other than the Assumed Liabilities, Buyer ----------------------- shall not assumeassume or become obligated in any way to pay any Liabilities of Seller or any of its Affiliates or the Business, and shall not be deemed to have assumed, including any liabilities or obligations of the Seller of any kind following: (a) Liabilities now or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes hereafter arising from or with respect to the Assets sale, license, provision, performance or delivery by Seller or any of its Affiliates of any products or services that occurred before the operations of the Group Activity that are incurred Closing; (b) Liabilities now or relate hereafter arising from or with respect to any period prior demand, claim, debt, suit, cause of action, arbitration or other proceeding (including a warranty claim, a product liability claim or any other claim) that is made or asserted by any third person that relates to (any product or up to and including) the Closing Dateservice that was sold, including, without limitation, any Taxes incurred licensed or otherwise provided by or imposed upon the Seller or any of its Affiliates to any customer before the Group and Closing; (c) Liabilities now or hereafter arising out of the consummation of from or with respect to noncompliance with any bulk sales, bulk transfer or similar laws applicable to the transactions contemplated by this Agreement; (d) Liabilities now or hereafter arising from or with respect to the employment or termination of any current, former or future employee of Seller or any of its Affiliates, including Liabilities for the payment of any and all severance pay, wages or accrued and unused vacation time or for reimbursement of any expenses incurred by any such employees (but excluding Liabilities for the payment of any and all severance pay that Buyer or DoveBid may, in its sole and absolute discretion, agree to pay to any Offeree (as defined in Section 8.1(g)) or any Transitional Employee (as defined in Section 8.1(g)) upon the termination of such person's employment with Buyer or DoveBid, as well as sales and use Taxes applicable); (e) Liabilities now or hereafter arising out from or with respect to any Employee Plans or other employee benefit plans of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or any of its Affiliates; (f) Liabilities now or hereafter arising from or with respect to any employee of Seller or any of its Affiliates, including Liabilities under COBRA and WARN; (g) Liabilities now or hereafter arising from or with respect to any breach, violation or default by Seller or any of its Affiliates of any contract, agreement or commitment of Seller or any of its Affiliates that occurred (or arose from facts occurring) on or before the BuyerClosing; provided(h) Taxes now or hereafter due and payable by Seller or any Affiliate of Seller, howeverincluding any Taxes on, that sales or arising from, Seller's sale, assignment, transfer, conveyance and use Taxes resulting from the purchase and sale delivery to Buyer of any of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses pursuant to this Agreement; (i) through Taxes attributable or related to any of the Assets that relate in any manner to, or first arose during, any time period or portion thereof ending on or prior to the Closing Date, and any related Liabilities of Seller and its Affiliates; (vj) being herein collectively called Liabilities now or hereafter arising from or with respect to any of the Excluded Assets; (k) Liabilities now or hereafter arising from or with respect to the violation (or alleged violation) by Seller or any of its Affiliates of any statute, law, ordinance, regulation, order, judgment or decree of any Governmental Entity or any jurisdiction (other than Assumed Liabilities); and (l) Liabilities now or hereafter arising from or with respect to any breach, violation or default by Seller or any of its Affiliates of, or any action of Seller or any of its Affiliates pursuant to, any of the agreements listed on Schedule C of the Seller Disclosure Letter that occurred (or arose from facts ---------- occurring) on or before the effective date of the applicable Assignment and Assumption Agreement related thereto. All Liabilities of Seller and its Subsidiaries not expressly assumed by Buyer under Section 4.1 are referred to as the "Excluded Liabilities.").

Liabilities Not Assumed. The Buyer shall not assumeassume or be bound by any obligations or liabilities of Seller that do not relate to Winnebago. In addition, and Buyer shall not be deemed assume the following obligations or liabilities as they relate to have assumedWinnebago, any liabilities or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect toif any: (ia) any liabilities obligation or obligations liability of Seller for Taxes and/or assessments for all periods that have accrued as of the Seller or the Group that arise under the terms Date of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, Closing except as contemplated by Section 1.02 shown on the Closing Balance Sheet as a current liability per GAAP or which arise from or grow out of this Agreementthe sale of the business; (iib) any liabilities obligation or obligations liability arising from existing litigation or claims, if any, or litigation arising out of an occurrence or event, whether known or unknown, happening before the Seller or the Group that arise under the terms Date of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)Closing; (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (xc) any obligation or liability arising from Seller's failure to adopt perform any of their agreements contained herein or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or Seller in connection with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreementhereby including, as well as sales and use Taxes arising out but not limited to, leases, sign leases or franchise agreements; (d) any expenses or taxes of Seller incurred in connection with the transactions sale contemplated by this Agreement; (e) any liability or obligation under any federal, whether such Taxes are imposed upon state or local law, regulation, rule, order, or administrative or judicial determination, including any of the foregoing relating to anti-trust, trade regulation, civil rights, employment practices or health and safety standards applicable to employees, which liability or obligation arises or results from any act, omission or event prior to the Date of Closing by or on behalf of Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale by reason of the ownership or operation by or on behalf of Seller of the Purchased Assets hereunder shall before the Date of Closing; (f) any brokerage or finder's fee payable in connection with the transactions contemplated hereby if any such fee is determined to be paid due and owing as provided in Section 4.06 below. a result of this sale; (g) any obligation or liability arising out of or related to claims made before or after the liabilities described in Date of Closing for personal injuries, property damages or consequential damages, which obligation or liability arises from or results from Seller's business, condition or operation of the preceding clauses Purchased Assets or otherwise before the Date of Closing. (ih) through (v) being herein collectively called the "Excluded Liabilities")any purchase money obligations, any obligations secured by any real or personal property or any Intercompany Accounts.

Liabilities Not Assumed. The Any provision of this Agreement to the contrary notwithstanding (and without implication that Buyer is assuming any liability or obligation not expressly excluded and, where applicable, without implication that any of the following have been included in the Assumed Liabilities), except as specifically set forth in Section 2.3 above, Seller shall retain and discharge all its liabilities or obligations arising or alleged to arise from, relating to, in connection with or resulting from the ownership of the Assets by Parent, Seller or any other prior owner of any of the Assets and each of their respective predecessors and Affiliates or the operation of the Business by Parent, Seller, any other prior operator of the Business and each of their respective predecessors and Affiliates, whether arising prior to, on or after the Closing Date (the "Excluded Liabilities"), including, but not assumelimited to, and shall not be deemed to have assumed, the following: (a) any liabilities or obligations for Taxes; (b) any liabilities or obligations of Parent, Seller or any of their Affiliates to any current or former officer, director, employee, shareholder, agent, advisor, representative or Affiliate of Parent, Seller or any of their Affiliates or any current or former officer, director, employee, shareholder, agent, advisor, representative or Affiliate of any of the foregoing; (c) any liabilities or obligations arising out of or in connection with any Employee Benefit Plan or any other employee benefit plan, program or arrangement at any time maintained or contributed to by Seller or any ERISA Affiliate or with respect to which Seller or any ERISA Affiliate has any liability or potential liability; (d) any liabilities or obligations for severance benefits for employees of Parent, Seller or any of their Affiliates whose employment with Parent, Seller or any of their Affiliates is terminated on, prior to or after the Closing Date, or accrued vacation, sick pay or other accrued employee benefits; (e) any liabilities or obligations under or relating to any plant closing or employee layoff activities by Parent, Seller or any of their Affiliates that violate or require notification pursuant to, the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation; (f) any liabilities or obligations (whether asserted before or after Closing Date) for any breach of a representation, warranty, or covenant, or for any claim for indemnification, contained in any Personal Property Lease, Business Contract or Business License agreed to be performed pursuant hereto by Buyer, to the extent that such breach or claim arises out of or by virtue of Seller's performance or nonperformance thereunder prior to the Closing Date, it being understood that, as between the parties hereto, this subsection shall apply notwithstanding any provision which may be contained in any form of consent to the assignment of any such Personal Property Lease, Business Contract or Business License which by its terms, imposes such liabilities upon Buyer and which assignment is accepted by Buyer notwithstanding the presence of such a provision, and that Seller's failure to discharge any such liability shall entitle Buyer to indemnification in accordance with the provisions of Article X (Buyer shall provide notice to Seller of any kind claim against Buyer for any liability or nature whatsoever, except as expressly provided obligation described in the Assumption Agreement this Section 2.4(f)); (as defined hereafterg) and in Section 2.03(a) above. Without limiting the generality any liabilities or obligations with respect to any products or merchandise of the foregoing, Business sold prior to the Closing Date (including product warranty liabilities); it is hereby being understood and agreed that any such liability or obligation asserted after the Buyer is Closing Date arising out of the sale of any product sold by Parent, Seller or any of their Affiliates prior to the Closing Date shall be considered to be a claim against or a liability or obligation of Seller and therefore not assuming assumed hereunder by Buyer; (h) any liability liabilities or obligation relating to or arising out of any Environmental, Health and shall not have any obligation for or with respect to:Safety Requirements; (i) any liabilities or obligations relating to the Excluded Assets including any Contract which is not a Personal Property Lease, Business Contract or Business License; and (j) without limitation by the specific enumeration of the Seller or the Group that arise under the terms of a contractforegoing, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations not expressly assumed by Buyer pursuant to the provisions of Section 2.3. The assumption by Buyer of the Assumed Liabilities, and the transfer thereof by Seller, shall in no way expand the rights or remedies of any third party against Buyer or Seller or their respective officers, directors, employees, shareholders and advisors as compared to the Group that arise under rights and remedies which such third party would have had against such parties had Buyer not assumed such liabilities or obligations. Without limiting the terms generality of the ADSL Agreement preceding sentence, the assumption by Buyer of said liabilities or the Excluded Agreements set forth obligations shall not create any third party beneficiary rights. Seller shall pay and discharge when due, or contest in item 4 good faith, all of Schedule 1.01(e); (iii) any those liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation which Buyer has not specifically agreed to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior assume pursuant to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations provisions of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")2.3.

Liabilities Not Assumed. The Buyer Purchaser shall not assume, and shall not assume or be deemed to have assumed, responsible for any of the following liabilities or obligations (the “Excluded Liabilities”): 2.2.1 any product liability or similar claim for injury to person, business or property, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Seller or alleged to have been made by Seller, or which is imposed or asserted to be imposed by operation of law in connection with any service performed or product sold or leased by or on behalf of Seller on or before the Closing, including without limitation any claim relating to any product delivered in connection with the performance of such service and any claim seeking recovery for consequential damages, lost revenue or income; 2.2.2 sales or use taxes or other taxes of any kind, assessments and penalties (A) payable with respect to the operation of the Business or ownership of the Assets by Seller on or before the Closing or from other properties or operations of Seller unrelated to the Business or the Assets or (B) incident to or arising as a consequence of the negotiation or consummation by Seller of this Agreement and the transactions contemplated hereby; 2.2.3 any liability or obligation under or related to the Excluded Assets; 2.2.4 any liability or obligation of Seller of any kind kind, known or nature whatsoeverunknown, except contingent or otherwise, not either enumerated as expressly provided an Assumed Liability in Section 2.1 or resulting from any other covenant, agreement or indemnity of Seller in this Agreement or the Assumption Agreement other Purchase Documents (as defined hereafterbelow) and in Section 2.03(a) above. Without limiting instruments to be executed and delivered by Seller; 2.2.5 any liability or obligation resulting from violations of any laws or regulations applicable to the generality Business or the Assets by Seller before the Determination Date or from infringement of third-party rights or interests with respect to the Business before the Determination Date; 2.2.6 any employee liabilities relating to present and past employees of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or Business with respect toto plans, programs, policies, commitments and other benefit entitlements established or existing on or before Closing (whether or not such liabilities are accrued or payable at Closing, and whether or not such liabilities are contingent in nature), including: (iA) any liabilities liability or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreementobligation for workers’ compensation; (iiB) any current or future liabilities to employees retiring on, before or obligations of after the Seller or Closing and their dependents (excluding employees employed by Purchaser after the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(eClosing and who subsequently retire); (iiiC) any current or future liabilities for benefits that may have been accrued or obligations earned by any employees associated with the Business on or before Closing under any pension plans relating to service before the Closing Date; (D) any current or future liabilities for claims incurred before Closing and related expenses with respect to any employees associated with the Business under any welfare or disability plans established or existing at or before Closing, regardless of the when filed with Purchaser, Seller or the Group claims administrator for any such plan; (E) any retrospective premium on pension, savings, thrift or profit-sharing plan contributions relating to any employees associated with the Business incurred or accrued before the Closing Date, regardless of when invoiced or recorded; or (F) any monetary liability for severance payments that may arise at any time in favor of any of Seller’s employees under any Plan plan, program, policy, commitment or any other benefit entitlement, provided such monetary liability relates to periods of employment before the Closing; 2.2.7 any Litigation (as defined in Section 3.01(s)), including (xherein) any obligation to adopt pending or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the threatened against Seller or the Group arising out Assets, if the cause of any action, suit action or proceeding based upon an event occurring activities giving rise to such Litigation arose or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to accrued before the Closing Date; andor (v) 2.2.8 any liability or obligation of Seller arising or incurred in connection with the negotiation, preparation and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, execution of this Agreement and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated hereby and fees and expenses of counsel, accountants, brokers and other experts employed by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")Seller.

Liabilities Not Assumed. The Buyer Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assumeassume or in any way become liable for any of Seller's debts, and shall not be deemed to have assumed, any liabilities or obligations of any nature whatsoever (other than the Seller Assumed Liabilities), whether accrued, absolute, contingent or otherwise, whether known or unknown, whether due or to become due, whether related to the Premises or the Purchased Assets and whether disclosed on the Schedules attached hereto, and regardless of when or by whom asserted (collectively referred to herein as the "Excluded Liabilities"), including, without limitation, any kind and all liabilities or nature whatsoever, except obligations (whether imposed on Purchaser as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for a successor or with respect to:otherwise): -4- (i) relating to or arising under or in connection with any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan "employee benefit plan" (as defined in Section 3.01(s)2(3) of ERISA), including (x) the ESOP, or any obligation other benefit plan, program or arrangement of any kind at any time maintained, sponsored or contributed or required to adopt or be contributed to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the by Seller or any ERISA Affiliate, or with respect to which Seller or any ERISA Affiliate has any liability or potential liability, including the Group arising out responsibility for satisfying the continuation coverage requirements of COBRA for all employees or former employees or other service providers (and any action, suit dependents or proceeding based upon an event occurring beneficiaries thereof) of Seller or a claim arising (A) prior to or any ERISA Affiliate who are receiving COBRA continuation coverage as of the Closing Date or who are or become entitled to elect such coverage on account of a qualifying event occurring on or before the Closing; (ii) pertaining to the employment or service with, or termination from employment or service with, Seller or any ERISA Affiliate, of any individual, including but not limited to: (A) any workers' compensation claim or other deferred claim; (B) after Reserved. (C) bonus obligations, accrued vacation or other paid time off; and (D) any severance obligations. (iii) arising out of or in connection with deferred maintenance obligations under the Closing Date in Leases, including, without limitation, any liability for failure of Seller to have maintained the case of claims in respect of products or services sold or provided Premises and/or Improvements (other than those dealing with normal wear and tear) as required by the Seller or the Group or the conduct terms of the Group Activity prior to the Closing Date and attributable to acts performed Leases, in whole or omitted by the Seller or the Group in part, prior to the Closing Date; and (viv) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of or in connection with any contract or agreement not included among the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")Assumed Contracts.

Liabilities Not Assumed. The Except as expressly set forth in this ----------------------- Agreement, the Buyer shall will not assume, and shall assume or perform any Liabilities not be deemed to have assumed, specifically contemplated by Section 2.3 hereof nor any liabilities of the following Liabilities (whether or obligations not contemplated by Section 2.3): (a) any Liability of the Seller or the Stockholder for Taxes whether or not relating to the Business and whether or not incurred prior to the Closing and any Liability of the Seller or the Stockholder for the unpaid Taxes of any kind Person under Treasury Regulation 1.1502-6 (or nature whatsoeverany similar provision of state, except local, or foreign law) as expressly a transferee or successor, by contract, or otherwise; (b) any Liability of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, employee, or agent of the Company or was serving at the request of such entity as a partner, trustee, director, officer, employee, or agent of another entity; (c) any Liability of the Seller or the Stockholder arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time in respect of anything done, suffered to be done or omitted to be done by such Party or any of its directors, officers, employees or agents, excluding any actions or omissions by Xxxxxxx Xxxxxx in his capacity as an employee or director of the Buyer after the Closing; (d) any Liability of the Seller or the Stockholder for costs and expenses incurred in connection with this Agreement, the making or performance of this Agreement and the Transactions; (e) any Liability of the Seller or the Stockholder under this Agreement; (f) any Liability relating to or arising out of products manufactured or sold or services rendered by the Company prior to the Closing Date, other than the Assumed Product Warranty Liabilities; (g) any Liability of the Seller or the Stockholder arising out of any Employee Benefit Plan currently or formerly established or maintained by the Company or to which the Company contributes or has contributed (including (i) any Liability relating to the termination of any such plan, (ii) any Liability that the Seller or the Stockholder is required to retain by law to provide former employees so-called COBRA continuation coverage to the extent provided in Section 5.10 of this Agreement, and (iii) any Liability in respect of medical and other benefits for existing and future retirees that accrued prior to the Assumption Agreement Closing Date); (as defined hereafterh) and in Section 2.03(a) above. Without limiting the generality any Liability of the foregoing, it is hereby agreed Seller or the Stockholder in respect of work-related employee injuries that occurred prior to the Buyer is not assuming any liability and shall not have any obligation for Closing Date or with respect to:worker's compensation claims that accrued prior to the Closing Date; (i) any liabilities Liability pertaining to the Company or obligations the Business which arises out of or results from the Release prior to Closing of any Chemical Substance and/or noncompliance by Seller prior to the Closing Date with any Legal Requirements as in effect prior to the Closing (including any Environmental Liabilities and Costs and Safety Liabilities and Costs whether or not arising out of or resulting from the Seller's or the Stockholder's noncompliance with Environmental Laws or Safety Laws, except to the extent that such Liability results from an action of the Buyer but excluding any actions of Buyer taken to remedy any Release prior to the Closing Date or any non-compliance prior to the Closing Date with any Legal Requirements as in effect prior to the Closing); (j) any Liability of the Seller or the Group that arise Stockholder (i) under any leases not listed on Schedule 2.1(b) or (ii) arising from any breach or --------------- default under any Lease occurring prior to the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this AgreementClosing Date; (iik) any liabilities or obligations Liability of the Seller or the Group that arise Stockholder in respect of Environmental Liabilities and Costs arising out of any condition which existed prior to the Closing and constitutes a violation of or gives rise to a duty to remediate under the terms any Environmental Law; (l) any Liability of the ADSL Agreement Company to the Stockholder or any Affiliate of the Excluded Agreements set forth in item 4 of Schedule 1.01(eStockholder (the "Intercompany Liabilities"); (iiim) any liabilities or obligations Liability of the Seller or the Group under any Plan Stockholder in respect of debt for borrowed money; and (as defined in Section 3.01(s)), including (xn) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation Liability of the Seller or the Group arising out of Stockholder to any actionbroker, suit finder, investment bank or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or similar Person with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")Transactions.

Liabilities Not Assumed. The Except as set forth in Section 1.6, Buyer shall not assumeassume or agree to pay, and shall not be deemed to have assumedperform or discharge any obligations, liabilities, contracts or commitments of any liabilities Subsidiary or obligations affiliate or shareholder of the Seller any Subsidiary of any kind or nature whatsoever, except as expressly provided in whatsoever (the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above"Excluded Liabilities"). Without limiting the generality of the foregoingforegoing and except as fully accrued as a liability on the Closing Balance Sheet, it is hereby agreed that the as finally determined in accordance with Section 1.10, Buyer is not assuming any liability and shall not have assume or become liable to pay, perform or discharge any obligation for or with respect toof the following: (ia) any obligations or liabilities of CEC or obligations of any Subsidiary arising or incurred in connection with the Seller or the Group that arise under the terms of a contractnegotiation, agreementpreparation, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 investigation and performance of this Agreement; Agreement and the transactions contemplated hereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers, brokers and others (ii) including any liabilities brokers, finders or obligations of the Seller originators fees or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(ecommissions); (iiib) any liabilities product liability or obligations similar claim for injury to person or property which arises out of or is based upon any express or implied representations, warranty, agreement or guarantee made by CEC or any Subsidiary, or by reason of the Seller improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by CEC or any Subsidiary on or prior to the Group Closing Date; (c) any obligations or liabilities of CEC or any Subsidiary arising under or in connection with any Employee Plan (as defined in Section 3.01(s3.17(a)), including (x) providing benefits to any obligation to adopt present or to sponsor such Plan former employee of the Seller except as the Buyer may, in its sole discretion, elect to adopt CEC or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the SellerSubsidiary; (ivd) any obligation obligations or liabilities of CEC or any Subsidiary for any present or past employees, agents or independent contractors of CEC or any Subsidiary, including any workers' compensation claims and employee severance claims of CEC or any Subsidiary; (e) any obligations or liabilities with respect to the litigation, investigations and other matters set forth on Schedule 3.23; (f) any obligations or liabilities for any Taxes (as defined in Section 3.20) of CEC or any Subsidiary except with respect to any Stamp Duty due as a result of the Seller conveyance and transfer from CEC or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior Subsidiary to or as Buyer of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing DateVA Business; and (vg) any and all obligations or liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of or related to the consummation transfer of the transactions contemplated by this Agreement, Holset SNC (France) as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided referenced in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities"6.1(k).

Liabilities Not Assumed. The Buyer shall not assume, and shall not be deemed to have assumed, any liabilities or obligations (a) With the exception of the Seller Assumed Liabilities, Buyers shall not, by the execution and performance of this Agreement, or otherwise, assume or otherwise be responsible for any liability or obligation of Seller, Parent or any of3 their Affiliates, of any kind nature or nature whatsoeverkind, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality or claims of the foregoingsuch liability or obligation, it is hereby agreed that the Buyer is not assuming matured or unmatured, liquidated or unliquidated, fixed or contingent, or known or unknown, including any liability and shall not have or obligation of Seller, Parent or any obligation for or with respect toof their Affiliates: (i) any liabilities Relating to, resulting from or obligations arising out of (A) the operation or ownership of the Transferred Business and the Purchased Assets on or prior to the Closing Date, (B) the operation or ownership of the Excluded Business and the other Excluded Assets, (C) without limiting the applicability of indemnification by Buyers under Sections 8.3(d) or 8.3(e), any claim for fraud, recklessness, negligence, breach of duty or other tortious act of Seller, whether or not covered by insurance, (D) Seller's performance or failure to perform its obligations as custodian under the Custodial Agreements or arising out of or in connection with any violation by Seller of the Applicable Requirements, (E) any Action against Seller that arose out of or relates to actions or omissions of Seller in its capacity as custodian under the Custodial Agreements during the period Seller acted as custodian, or (D) any former operation of Seller or Parent that has been discontinued or disposed of prior to the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this AgreementClosing; (ii) For any Indebtedness of Seller (unless specifically included in current liabilities or obligations taken into account in the determination of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(eNet Working Capital as finally determined pursuant to Section 3.5); (iii) For any Taxes (unless specifically included in current liabilities or obligations taken into account in the determination of the Seller or the Group under any Plan (Net Working Capital as defined in finally determined pursuant to Section 3.01(s3.5)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) To any obligation current or former shareholder, director, consultant, employee or Affiliate of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; andParent; (v) Relating to, resulting from or arising under any and all liabilities Seller Benefit Plan or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, beforeERISA Affiliate Plan, including any severance, retention or after the Closing Datetermination payments, any pension obligations and any taxes arising from COBRA obligations (whether or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred not triggered by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement); and (vi) Any fees and expenses of counsel, as well as sales accountants, brokers, financial advisors or other experts of Seller or Parent incurred in connection with the negotiation, preparation and use Taxes arising out execution of this Agreement and the transactions contemplated by this Agreementhereby. All such liabilities and obligations other than the Assumed Liabilities are referred to herein as the "Retained Liabilities." (b) Seller shall pay or otherwise satisfy in full, whether such promptly when due, all Retained Liabilities. (c) In the case of any Taxes with respect to the Purchased Assets that are imposed upon on a periodic basis over a Straddle Tax Period, the Seller or portion of such Tax that relates to the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale portion of the Assets hereunder period up to and including the Closing Date shall be paid as provided in Section 4.06 below. (deemed to be the liabilities described amount of such Tax for the entire Straddle Tax Period multiplied by a fraction the numerator of which is the number of days in the preceding clauses Tax period ending on (iand including) through (v) being herein collectively called the "Excluded Liabilities")Closing Date and the denominator of which is the number of days in the entire Straddle Tax Period.

Liabilities Not Assumed. The Buyer shall Any provision of this Agreement to the contrary notwithstanding (and without implication that the Purchaser is assuming any liability not assumeexpressly excluded and, and shall not be deemed to where applicable, without implication that any of the following have assumed, been included (a) any liabilities or and obligations of the Seller Company (or any consolidated, affiliated or unitary group of which the Company is a member) with respect to Taxes for any kind period, except for current Taxes (other than income Taxes) that are properly accrued on the Closing Balance Sheet; (b) any liabilities of the Company to any Affiliate of the Company or nature whatsoever, Brauxx (xxcluding the obligations listed on Schedule 1.4(b)); (c) except as expressly provided in the Assumption Agreement Section 6.7, any liabilities arising out of or in connection with any Employee Plans; (as defined hereafterd) and in Section 2.03(a) above. Without limiting the generality any liabilities of the Company for injury to or death of persons or damage to or destruction of property (excluding any worker's compensation claims) regardless of when said claim or liability is asserted, including any claim for consequential damages in connection with the foregoing, ; it is hereby being understood and agreed that any such claim or liability asserted after the Buyer Closing Date, but arising out of acts or omissions by the Company which occur before the Closing Date, shall be considered to be a claim against or a liability of the Company for injury to or death of persons or damages to or destruction of property and therefore not assumed hereunder by the Purchaser; (e) any liabilities of the Company arising out of infringement of the Intellectual Property rights of any Person; (f) any liabilities not recorded on the Closing Balance Sheet for (i) medical, dental, disability income, life insurance or accidental death benefits, whether insured or self insured, for claims incurred or for sickness, injury or disabilities occurring prior to the Closing Date or (ii) severance benefits, for employees of the Company whose employment is terminated on or prior to the Closing Date or who do not assuming accept the Purchaser's offer of employment; (g) any and all liabilities arising out of violations of any Law or Order and any liabilities resulting from the contravention of any Environmental Law including, without limitation, for any Release of Hazardous Material and any failure to satisfy obligations in respect of matters of health and safety, in each case arising out of the period prior to the Closing Date (whether asserted or commenced before or after the Closing Date); (h) any liability and shall not have in connection with any obligation for Action or with Proceeding in respect to:of the Company or the Business arising out of the period prior to the Closing Date (whether asserted or commenced before or after the Closing Date); (i) any liabilities or obligations relating to the Excluded Assets of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this AgreementCompany; (iij) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)Company with respect to Indebtedness; (iiik) any liabilities or obligations relating to the capital stock of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing DateCompany; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities").

Liabilities Not Assumed. The Buyer Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assumeassume or in any way become liable for any of Seller's debts, and shall not be deemed to have assumed, any liabilities or obligations of any nature whatsoever (other than the Seller of any kind Assumed Liabilities), whether accrued, absolute, contingent or nature whatsoeverotherwise, except as expressly provided in whether known or unknown, whether due or to become due, whether related to the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations of the Seller Premises or the Group that arise under Purchased Assets and whether disclosed on the terms Schedules attached hereto, and regardless of a contract, agreement, license, lease, sales order, purchase order, when or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; whom asserted (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation collectively referred to adopt or to sponsor such Plan of the Seller except herein as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date"Excluded Liabilities"), including, without limitation, any Taxes incurred and all liabilities or obligations (whether imposed on Purchaser as a successor or otherwise): (i) relating to or arising under or in connection with any "employee benefit plan" (as defined in Section 2(3) of ERISA) or any other benefit plan, program or arrangement of any kind at any time maintained, sponsored or contributed or required to be contributed to by or imposed upon the Seller or any ERISA Affiliate, or with respect to which Seller or any ERISA Affiliate has any liability or potential liability, including the Group responsibility for satisfying the continuation coverage requirements of COBRA for all employees or former employees or other service providers (and any dependents or beneficiaries thereof) of Seller or any ERISA Affiliate who are receiving COBRA continuation coverage as of the Closing Date or who are or become entitled to elect such coverage on account of a qualifying event occurring on or before the Closing; (ii) pertaining to the employment or service with, or termination from employment or service with, Seller or any ERISA Affiliate, of any individual, including but not limited to: (A) any workers' compensation claim or other deferred claim; (B) bonus obligations, accrued vacation or other paid time off; and -5- (C) any severance obligations. (iii) to a landlord under any Lease for a Wind-Up Store Individual Premises (a "Wind-Up Store Lease") relating to discontinuing operations at that location and/or vacating the Premises (including, for purposes of greater clarity and without limitation, any liability or obligation arising as a result of the closing of such locations at or immediately following the expiration or termination of the applicable licenses described in Section 5.1(c) hereof, regardless of the effect of the prior assignment of the applicable Leases); and (iv) arising out of or in connection with any contract or agreement not included among the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")Assumed Contracts.

Liabilities Not Assumed. The Except as expressly set forth in § 2.3 of this Agreement, and without increasing the scope of the Assumed Liabilities by implication, the Buyer shall will not assume, and shall perform or satisfy any Liabilities not specifically contemplated by § 2.3 to be deemed to have assumed, Assumed Liabilities nor any liabilities or obligations of the Seller following Liabilities (whether or not contemplated by § 2.3) (collectively, the “Excluded Liabilities”): (a) Any Liability to the extent that it relates to or arises out of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: following: (i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contractExcluded Asset, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations Liability of the Seller which is not an Assumed Liability, or (iii) the Group that arise non-performance of any covenant or obligation to be performed under this Agreement by the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)Seller at any time; (iiib) Any Liability that relates to or arises out of payments made or owed to or benefits of any liabilities kind provided or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation owed to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller ’s or the Group arising out of any action, suit its Subsidiaries’ employees and consultants or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date former employees and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Dateconsultants, including, without limitation, any Taxes incurred (i) as a result of the sale of the Acquired Assets or as a result of the termination by or imposed upon the Seller of any employees, (ii) any Liability arising out of, or the Group relating to, WARN, (iii) any Liability to provide former employees so-called COBRA continuation coverage, (iv) any Liability in respect of medical and other benefits for existing and future retirees, (v) any Liability in respect of work-related employee injuries or worker’s compensation claims, (vi) any Liability arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes or with respect to any Employee Plan (including without limitation any Liability arising out of or with respect to the transactions contemplated by this Agreementfunding, whether administration or termination of any Employee Plan), and (vii) any Liability for bonuses or other severance obligations; (c) Any Liability arising out of or with respect to the time period prior to the Reorganization Date, except for Liabilities described in Section 2.3(a) arising out of or with respect to the time period prior to the Reorganization Date to the extent such Taxes are imposed upon Liabilities were not discharged under the Seller’s Plan of Reorganization; (d) Any Liability of the Seller or the Buyerfor Taxes other than as set forth on Schedule 2.3(b); provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. and (the liabilities described in the preceding clauses (ie) through (v) being herein collectively called the "Excluded Liabilities"Any Liability specifically listed on Schedule 2.4(d).

Liabilities Not Assumed. The Buyer Other than the Assumed Obligations, eHealth shall not assumeassume by virtue of this Agreement, and shall not be deemed to have assumedno liability or obligation for, any liabilities Liability of HBDC or obligations of its Subsidiaries (the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the “Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)Liabilities”), including (xwithout limitation) any obligation the Excess GRIC Liability and the other Liabilities listed below, and HBDC shall retain and pay, satisfy, discharge and perform all such Liabilities, including (without limitation) the following Excluded Liabilities: (a) The Liability of HBDC for commission advances other than as specifically set forth in Section 2.5, including without limitation the Liability of HBDC to adopt GRIC for commission advances or to sponsor such Plan other amounts in excess of the Seller except amount set forth on Schedule 2.5 (the “Excess GRIC Liability”). . (b) Any Liability of HBDC as a result of any Action or Proceeding initiated at any time to the Buyer may, in its sole discretion, elect extent caused by any action or inaction that occurred or condition that existed on or prior to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the SellerClosing Date; (ivc) Any Liability of HBDC for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby; (d) Any Liability of HBDC under any obligation of the Seller or the Group Contract; (e) Any Liability pertaining to HBDC’s business and arising out of any action, suit or proceeding based upon an event occurring resulting from noncompliance on or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and with any laws, statutes, ordinances, rules, regulations, orders, determinations, judgments or directives, whether legislatively, judicially or administratively promulgated; (f) Any Liability in respect of accounts payable, or payable obligations of HBDC (except as expressly set forth in Section 2.5); (g) Any Liability for taxes of HBDC or any of its Subsidiaries for any taxable period or portion thereof, or relating or attributable to acts performed or omitted by the Seller Transition Policies or the Group prior Lead Database for any taxable period or portion thereof, ending on and including the Closing Date; eHealth will be liable for any taxes for any taxable period or portion thereof, or relating or attributable to the Transition Policies or the Lead Database for any taxable period or portion thereof, beginning on and including the day after the Closing Date; and (vh) Any Liability of any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations Subsidiary of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")HBDC.

Liabilities Not Assumed. The Buyer shall Except for the liabilities and obligations specifically assumed pursuant to and identified in Section 1.2.2, PEI will not assume, will not take the Purchased Assets subject to and shall will not be deemed to have assumedliable for, any liabilities or obligations of the Seller of any kind or nature whatsoevernature, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality whether absolute, contingent, accrued, known or unknown, whenever arising, of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; Parties (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities"), including: (a) Liabilities or obligations incurred, arising from or out of, in connection with or as a result of claims made by or against any of the Seller Parties or against PEI or its Affiliates as successor(s) to the Business with respect to the Purchased Assets or conduct of the Business prior to the Closing Date, including as a result of the breach of any Contract by any of the Seller Parties prior to the Closing Date or the violation by any of the Seller Parties of any applicable Law prior to the Closing Date, whether asserted before or after the Closing Date regardless of whether the Vivid TV Assets transfer upon the Closing or upon the Vivid TV Closing. (b) Any liability for indebtedness for borrowed money of any of the Seller Parties, except as expressly provided for in Section 1.2.2(c), including amounts owed to Hirsch and James for loans in the amount of $232,950 exxx, xr amoxxxx owed to Califa in the amount of $1,100,160.. (c) Liabilities or obligations (whether assessed or unassessed) of any of the Seller Parties for any Taxes, including any Taxes arising by reason of the transactions contemplated herein, for any period or portion thereof ending on or prior to the Closing Date, except as expressly provided for in Section 6.6. (d) Fees and expenses of any of the Seller Parties incurred in connection with the transactions contemplated in this Agreement. (e) Liabilities or obligations to former or current officers, directors, shareholders, employees, Affiliates or Associates of any of the Seller Parties, including any severance arrangements of employees of Califa not employed by PEI following the Closing in accordance with Section 7.4 and any intercompany loans not discharged prior to Closing. (f) Liabilities or obligations of any of the Seller Parties incurred in connection with or arising out of any real property lease, except as provided in Section 1.2.2(d). (g) Liabilities or obligations arising out of any of the Seller Parties' obligations to MediaPath LLC, a Connecticut limited liability company ("MediaPath") and/or James Cofer, an individual ("Cofer") under that certaix Xxxxxxxx Agreement dated March 15, 1999 between Califa and Cofer (the "Services Agreement"), which was assigned tx xxx assumed by MediaPath effective September 15, 2000, and a verbal agreement between VODI and MediaPath on substantially the same terms as provided for in the Services Agreement, except any sales bonus due to MediaPath and/or Cofer after the Closing relating to an affiliation agrxxxxxt between Califa and Echostar. (h) Liabilities or obligations arising out of any of the Sellers Parties' obligations to MediaPath and/or Cofer under that certain indemnification agreement betxxxx Califa and Cofer executed contemporaneously with the execution of xxx Services Agreement (the "Indemnification Agreement"), and a verbal agreement between VODI and MediaPath on substantially the same terms as provided for in the Indemnification Agreement. (i) Liabilities or obligations arising out of any of the Seller Parties' obligations to any licensor under the portions of the program supply agreements listed in Schedule 1.1.1 (the "Program Supply Agreements") retained in part by any of the Seller Parties.

Liabilities Not Assumed. The Notwithstanding anything in this Agreement or the Assumption Agreement to the contrary, the Buyer shall not assumeassume any, and the Seller shall not retain and be deemed to have assumedresponsible for all, any of the following liabilities and obligations of the Seller: (a) all liabilities and obligations arising under or in connection with all revenue bonds issued by the Seller which are or were secured by a pledge of revenues derived from the operation of the Assets, including, without limitation, all liabilities and obligations incurred in connection with the issuance, defeasance or redemption of such revenue bonds; (b) all liabilities and obligations of the Seller for income-based taxes arising as a result of the sale by the Seller of the Assets or the assumption by the Buyer of any kind or nature whatsoever, except as expressly provided liabilities in the Assumption Agreement accordance with this Agreement; (as defined hereafterc) all liabilities and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations of the Seller arising under or in connection with any and all ATU Plans, as defined in Section 5.8 hereof, and any and all Multiemployer Plans and Multiple Employer Plans, as defined in Section 5.8 hereof, to which the Group Seller has made contributions; provided, however, that arise under the terms of a contractBuyer shall assume all, agreement, license, lease, sales order, purchase order, or other commitment that and the Seller shall not retain or be assignedresponsible for any, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or and obligations of the Seller or with respect to medical, disability and group life benefits (other than benefits payable after retirement) and the Group that arise Multiple Employer Plans and Multiemployer Plans described in Section 5.8(b)(iii) hereof, other than liabilities and obligations (i) under the terms of PERS (but excluding the ADSL Agreement or Buyer's obligation to pay the Excluded Agreements set forth amount specified in item 4 of Schedule 1.01(eSection 2.3(k) hereof); , (ii) for penalties for the Seller's noncompliance with applicable law, (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation for contributions required to adopt or be made to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor Multiple Employer Plans and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity Multiemployer Plans prior to the Closing Date and attributable to acts performed (iv) resulting from the full or omitted partial withdrawal by the Seller from any Multiple Employer Plan or Multiemployer Plan; (d) all liabilities and obligations of the Group prior Seller required to be disclosed to the Buyer under the terms of this Agreement of which the Seller has actual knowledge on the Closing DateDate but intentionally decides not to disclose to the Buyer; and (ve) any and all liabilities and obligations of the Seller arising in respect of or in connection with any of the assets listed on Schedule 1.2 hereto; (f) all liabilities and obligations for Taxes incurred by or imposed upon of the Seller, the assumption of which by the Buyer would not be permitted by law because the Seller is a governmental entity and the Buyer is not; (g) all liabilities and obligations of the Seller for "Arbitrage payable," as such term is used in the 1997 Financial Statements; and (h) all liabilities and obligations for all MUSA (as defined herein) payments, the 1998 revenue distribution and the 1999 revenue distribution (all of which the Seller is expected to pay prior to Closing). For the purposes of this Section 2.4, the Seller shall be deemed to have actual knowledge of a liability or obligation if, and only if, the Seller's Mayor, a member of either the ATU Committee of Seller's Municipal Assembly or Executive Committee, any official (elected or appointed) of the Seller with a rank of director or higher, or any predecessor company thereof, whether relating to periods, before, including officer of ATU with the rank of division manager or after the Closing Date, and any taxes arising from higher has actual knowledge of such liability or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")obligation.

Liabilities Not Assumed. The Other than the Assumed Liabilities, Buyer shall not assumeassume or otherwise be responsible for any other Liabilities of Seller (including any predecessor of Seller or any prior owner of all or part of its businesses and assets) of whatever nature, whether presently in existence or arising hereafter (collectively, the “Excluded Liabilities”). Seller shall be responsible for the Excluded Liabilities, which shall be paid, performed and shall not be deemed to have assumed, any liabilities or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) abovedischarged by Seller. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and Excluded Liabilities shall not have any obligation for or with respect tomean every Liability of Seller other than Assumed Liabilities, including: (ia) all Liabilities of Seller arising from events and circumstances occurring on or prior to the Closing; (b) those Liabilities related to the Business Contracts arising from events and circumstances occurring on or prior to the Closing; (c) all Liabilities related to the Business or the Acquired Assets incurred or occurring at or prior to the Closing, whether currently in existence or arising hereafter; (d) all Liabilities related to a Seller Benefit Plan; (e) all Liabilities relating to trade payables that are not Assumed Liabilities or intercompany payables, but only to the extent not included in the calculation of Net Tangible Assets; (f) any liabilities or obligations of for Taxes relating to the Seller Business, the Acquired Assets or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this AgreementAssumed Liabilities for Pre-Closing Tax Period; (iig) any liabilities all Liabilities related to Employees of Seller arising from events and circumstances occurring on or obligations of prior to the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)Closing; (iiih) all Liabilities related to any liabilities or obligations claim by a stockholder of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")all Liabilities related to Indebtedness remaining unpaid after Closing.

Liabilities Not Assumed. The Buyer shall Notwithstanding anything to the contrary in this Agreement, except for the Assumed Liabilities, Buyers will not assume, and shall not be deemed to have assumed, assume or in any liabilities way become liable for any of Sellers’ Indebtedness or obligations of the Seller Liabilities of any kind or nature whatsoever, except as expressly provided in whether accrued, absolute, contingent or otherwise, whether known or unknown, whether due or to become due, whether related to the Assumption Agreement (as defined hereafter) Business or the Purchased Assets and in Section 2.03(a) above. Without limiting whether disclosed on the generality Schedules attached hereto, and regardless of when or by whom asserted, including all of the foregoing, it is hereby agreed that following (collectively referred to herein as the Buyer is not assuming any liability and shall not have any obligation for or with respect to:“Excluded Liabilities”): (i) any liabilities or obligations Liabilities of Sellers under this Agreement, the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Schedules attached hereto and any Ancillary Agreement; (ii) any liabilities Liabilities of Sellers for expenses, fees or obligations Taxes incident to or arising out of the Seller negotiation, preparation, approval or the Group that arise under the terms authorization of the ADSL this Agreement or the Excluded Agreements set forth in item 4 consummation (or preparation for the consummation) of Schedule 1.01(ethe transactions contemplated hereby (including all attorneys’ and accountants’ fees, brokerage fees and Transfer Taxes), except for the portion of the Taxes to be paid by Buyers pursuant to Sections 9.3 and 9.6; (iii) any liabilities Liabilities (A) of Sellers for Taxes, other than VAT payables as set forth in Section 2.2(a)(i), for any period without regard to whether such Taxes relate to periods (or obligations portions thereof) ending on or prior to the Closing Date, except for the portion of the Taxes to be paid by Buyers pursuant to Sections 9.3 and 9.6, (B) for Taxes that relate to the operation and ownership of the Purchased Assets or the Business for any Pre-Closing Tax Period, (C) for payments under any Tax allocation, sharing or similar agreement, other than pursuant to this Agreement, to which any Seller or the Group Purchased Assets is subject, (D) from obligations imposed under any Plan (bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability law or any other law or as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan a result of the Seller except as application of Section 6901 of the Buyer may, in its sole discretion, elect to adopt Code or to sponsor any similar law and (yv) any deferred compensation benefits accrued as liabilities on for the books portion of the SellerTaxes to be paid by Sellers pursuant to Sections 9.3 and 9.6; (iv) any obligation of the Seller or the Group all Liabilities based upon, arising out of or otherwise in respect of any actionEmployee Plans; (v) all Liabilities based upon, suit arising out of or proceeding based upon otherwise in respect of any current or former employees, consultants or independent contractors of Sellers, other than (A) accrued payables owed to subcontractors working on pending engagements as of the Closing and to the extent included in the calculation of Net Working Capital and (B) the relocation expense of moving Xxxxx Xxxxxx from Geneva, Switzerland to Philadelphia or Conshohocken, Pennsylvania, up to an event occurring aggregate amount of $20,000; (vi) any Liabilities arising prior to the Closing with respect to the misclassification of an employee as an independent contractor under applicable laws or a claim the misclassification of any employee as exempt or non-exempt under the Fair Labor Standards Act; (vii) any Liability with respect to any products that were sold or services that were performed by or on behalf of Sellers or the Shareholders prior to the Closing, including professional or product liability, infringement claims and any related claims and litigation arising prior to, on or after the Closing Date; (viii) all Liabilities of Sellers owing to any current or former Affiliates, shareholders or any other Person owning or purporting to own any equity interest in or with respect to any Seller for any reason whatsoever; (ix) any Liability relating to workers’ compensation claims which were filed or presented on or before the Closing Date or which are filed or presented after the Closing Date but relate to claims and/or injuries first arising on or before the Closing Date; (x) Liabilities arising (A) prior to by reason of any violation or as alleged violation of the Closing Date any federal, state, local or foreign law or any requirement of any Governmental Authority by Sellers and (B) after by reason of any breach or alleged breach by any Seller of any Assumed Contract prior to the Closing Date Closing, except (subject to Section 10.2(a)(i)) for any breach of an Assumed Contract due to the failure to obtain consent to assignment of any such Assumed Contract to Buyers; (xi) any Liabilities arising in the case connection with any pending or threatened legal action, proceeding or claim arising out of claims or in respect of products or services sold or provided by the Seller or the Group or the connection with any Seller’s conduct of the Group Activity prior to the Closing Date and attributable to acts performed Business, any other conduct of Sellers, Sellers’ officers, directors, employees, consultants, agents or omitted by the Seller advisors on or the Group prior to the Closing Date; (xii) any Liabilities for Indebtedness; (xiii) any Liabilities for Transaction Expenses; (xiv) any Liabilities in respect of any of the Excluded Assets (including under any contracts, leases, commitments or understandings related thereto); (xv) any Liabilities for which Buyers may become liable for as a result of or in connection with the failure by Buyers or Sellers to comply with any bulk sales or bulk transfers laws or as a result of any “de facto merger” or “successor-in-interest” theories of liability; (xvi) any Liabilities of Strategic, including Liabilities of Strategic for Taxes; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and includingxvii) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group Liabilities specifically identified and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities"on Schedule 2.2(b)(xvi).

Liabilities Not Assumed. The Buyer Except as set forth in this Agreement, Purchaser shall neither assume nor become liable for the payment or performance of any obligations, claims, liabilities, contracts, commitments or undertakings of Seller or the Subsidiary. Without limiting the foregoing, Purchaser shall not assumeassume or become liable to pay, and shall not be deemed to have assumed, any perform or discharge the liabilities or obligations of Seller or the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect toSubsidiary listed below: (i) any liabilities costs, liabilities, expenses or obligations of Seller and the Seller or Subsidiary attributable to the Group that arise under the terms sale herein contemplated (including, but not limited to, any of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this AgreementSeller's counsel fees and accountant fees); (ii) any liabilities United States federal, United States state or obligations United States local taxes (or the United Kingdom equivalents) (a) imposed by reason of the Seller operation of the Business through the Closing Date (other than United Kingdom taxes accrued on the Financial Statements or the Group that arise under the terms Closing Date Balance Sheet), or (b) imposed upon Seller by reason of the ADSL Agreement or the Excluded Agreements set forth in item 4 sale of Schedule 1.01(e)Seller's Assets pursuant to this Agreement; (iii) any costs, expenses, obligations or liabilities or obligations of incurred by Seller after the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the SellerClosing Date; (iv) any obligation liabilities or obligations of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products any Plans now or services sold or provided formerly maintained by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; andSeller; (v) any loans payable to or other liabilities to or in respect of Shareholder; (vi) any employee bonuses or similar forms of special or increased compensation payable by reason of or triggered by the sale and all liabilities purchase contemplated by this Agreement or obligations a change in ownership of the Business unless the same are accounted for Taxes incurred by or imposed upon in determining the Seller, or any predecessor company thereof, whether relating to periods, before, including or after Assumed Liabilities at the Closing Date; or (vii) accrued wages, payroll taxes and any taxes arising from or with respect to the Assets or the operations withholdings of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")Seller.

Liabilities Not Assumed. The Except for the Exchange Price and the Assumed Obligations, Seller agrees that Buyer shall will not assumeassume or perform, and Seller shall not be deemed to have assumedremain responsible for and shall indemnify Buyer (in accordance with Section 12.2(a)) from and against, any and all liabilities and obligations of Seller, whether known or unknown, and regardless of when such liabilities or obligations arise or are asserted, including any obligations or liabilities of Seller with respect to the following (collectively, the “Excluded Liabilities”): (a) All federal, state, local, foreign or other taxes payable by Seller for periods prior to the Closing Date, and any transfer taxes arising from the transfer to Buyer of the Acquired Assets by Seller of any kind as contemplated hereby, including all sales, use or nature whatsoeversimilar taxes, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality if any, that may arise from or be assessed by reason of the foregoingsale of the Acquired Assets by Seller to Buyer. (b) All Liens (other than Permitted Liens) on any of the Acquired Assets and all obligations and liabilities secured thereby, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or in each case with respect to: (i) any liabilities or to obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or existing as of the Closing Date or (B) after the Closing Date in the case of claims in with respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group periods prior to the Closing Date; (c) All obligations of Seller for borrowed money, or incurred in connection with the purchase, lease or acquisition of any assets, and any obligations of a similar nature incurred by Seller; (d) Any accounts or notes payable or similar indebtedness incurred by Seller; (e) Any claims, demands, actions, suits, legal proceedings, obligations or liabilities arising from Seller’s operation of the Business prior to the Closing, or arising from any other business or operations of Seller conducted prior to the Closing, whether such claims, demands, actions, suits, legal proceedings, obligations or liabilities are presently pending or threatened or are threatened or asserted at any time after the date hereof and whether before or after the Closing; (f) Any claims, demands, actions, suits, legal proceedings, obligations or liabilities arising out of any fundraising by the Seller and any sale of securities in the Seller to investors in, or shareholders of, the Seller; (g) Any liabilities arising out of the termination by Seller of any of its employees in anticipation or as a consequence of, or following consummation of, the transactions contemplated hereby; and (vh) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the Any liabilities described in the preceding clauses clause (iii) through (v) being herein collectively called the "Excluded Liabilities")of Section 7.7 below.

Liabilities Not Assumed. The Other than the liabilities referred to in Section 1.4, Buyer shall not assume, and shall not assume or be deemed to have assumed, assumed any of the liabilities or obligations of the Seller of any kind or nature whatsoever(together, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing"Unassumed Liabilities"), it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect toincluding, without limitation: (ia) any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, public or other commitment that shall not be assignedliability claims with respect to the business and affairs of Seller and the acts and omissions of its officers, except as contemplated by Section 1.02 of this Agreementdirectors, employees and agents, either before or after the Closing Date; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (xb) any obligation or liability of Seller to adopt or to sponsor such Plan any of the Seller except as the Buyer may, in its sole discretion, elect to adopt Stockholders or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books other officer or director of the Seller; (ivc) any obligation of the Seller or the Group liability for federal, state, local or foreign income or other taxes; (d) any obligation or liability arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) the operation of Seller's business prior to or as of the Closing Date Date, including any rebates, discounts, offsets or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity concessions attributable to amounts invoiced to Seller's clients prior to the Closing Date and attributable any obligations or liabilities of Seller to acts performed Reston arising under the Licensing Agreement or omitted by otherwise or of the Stockholders to Reston arising under the Owner's Guarantee and Assumption of Licensee's Obligations, dated August 3, 1992 (the "Guarantee"), from the Stockholders to Reston, or otherwise; (e) any obligation or liability to Seller's or Reston's temporary, payrolled or permanent employees who are providing services on behalf of Seller pursuant to the Licensing Agreement for salary, wages or the Group other compensation or benefits, including any with respect to retirement plans and accrued vacation, sick and holiday time and pay, incurred prior to the Closing Date, including any liabilities of Seller contemplated by Section 10.1; (f) any liabilities of Seller or Reston with respect to any pension, retirement, savings, profit-sharing or other benefit plans; (g) any obligation or liability which is inconsistent with any representation or warranty of Seller or the Stockholders; (h) any liability arising out of, and any expenses relating to, any claim, action, dispute or litigation involving Seller or Reston; (i) any liability of Seller or Reston for fines, penalties, damages or other amounts payable to any government or governmental agency or instrumentality; and (vj) any and all liabilities obligation or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations liability of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group Stockholders for any expenses incurred in preparing or negotiating this Agreement or the Termination Agreement and arising out of the consummation of consummating the transactions contemplated by this Agreementhereunder or thereunder. Seller and each Stockholder, as well as sales jointly and use Taxes arising out severally, agree to discharge and indemnify, defend and hold harmless Buyer and Headway (up to the amount of the transactions contemplated by this AgreementPurchase Price) and their respective officers, directors, employees, agents and stockholders from all Unassumed Liabilities, whether such Taxes are imposed upon the Seller or the Buyer; providednot now known, howeverliquidated or contingent, including any that sales and use Taxes resulting from the might otherwise be deemed to have been assumed by Buyer by virtue of its purchase and sale of the Acquired Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")or otherwise by operation of law.

Liabilities Not Assumed. The Buyer shall not assume, and shall not be deemed to have assumed, any liabilities or obligations of Other than the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan Assumed Liabilities (as defined in Section 3.01(s2.4 below), Buyer shall not assume by virtue of this Agreement, and shall have no liability or obligation for, any Liability of Seller (the “Excluded Liabilities”), including (xwithout limitation) any obligation to adopt or to sponsor such Plan of the those listed below, and Seller except shall, as the Buyer maycase may require, in its sole discretionretain and pay, elect satisfy, discharge, and perform all such Liabilities of Seller other than the Assumed Liabilities, including (without limitation) the following Excluded Liabilities: (a) Any Liability for Taxes relating to adopt the Acquired Assets attributable to any taxable period or portion thereof ending on or prior to sponsor the Closing Date, any other Liability for Taxes of Seller for any taxable period or portion thereof, any Liability for Transfer Taxes that are the responsibility of Seller pursuant to Section 3.5 hereof, and (yTaxes allocated to Seller pursuant to Section 6.10(b) any deferred compensation benefits accrued as liabilities on the books of the Sellerhereof; (ivb) Any Liability to indemnify any obligation Person by reason of the Seller fact that such Person was a director, manager, officer, employee, stockholder, consultant, or agent of Seller, or that such Person was serving at the Group arising out request of Seller, as a partner, trustee, director, manager, officer, employee, stockholder, consultant, or agent of another entity; (c) Any Liability as a result of any action, suit legal or equitable action or judicial or administrative proceeding based upon an event occurring initiated at any time caused by any action that occurred or a claim arising (A) prior to condition that existed on or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable in respect of anything done, suffered to acts performed be done, or omitted to be done by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereofof its directors, managers, officers, employees, stockholders, consultants, or agents; (d) Any Liability pertaining to Seller or its business and arising out of or resulting from noncompliance with any Laws, whether relating to periodslegislatively, before, including judicially or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to administratively promulgated (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and Liability arising out of or resulting from noncompliance with Environmental Laws by Seller); (e) Any Liability of Seller under any Assigned In-License Contract for any acts or events occurring on or prior to the consummation Closing or any breaches or defaults existing under such Contracts as of the Closing (including without limitation, any such Liability arising under any Contract for Intellectual Property) and any such Liability arising out of or related to services to be performed by Seller or any of its contractual partners prior to the Closing; (f) Any Liability under any Contract that is not an Assigned In-License Contract or Additional Assumed Contract, including but not limited to any Liability for express or implied representations, warranties, guarantees or other service commitments under any Contract that is not an Assigned In-License Contract or Additional Assumed Contract; (g) Any Liability of Seller for any violation, misappropriation, or infringement (whether contributory, by inducement, willful, or otherwise) of any Intellectual Property Right of any third party; (h) Any Liability relating to any expenses incurred by Seller and its Affiliates in connection with this Agreement and the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses hereby; (i) through Any Liability of Seller with respect to any insurance policies; (vj) being herein collectively called Any Liability of Seller with respect to any of the "current or former Employees of Seller, including, but not limited to, any Liability related to payroll, wages and hours, salaries, bonuses, compensation, commissions, benefits, retention pay or arrangements, severance pay or similar benefits, pension benefits, employee classification, terms and conditions of employment, sick leave, vacation pay, paid time off or similar benefits, WARN, discrimination, harassment, termination, or any other employment-related Liability; (k) Any Liability of any Affiliate, stockholder, holder of any security, creditor or investor of Seller of any kind or nature; (l) Any Liability relating to any Excluded Liabilities")Asset; (m) Any Employee Plan Liability; and (n) Any Employee Termination Liability and any other Liability of Seller to any Employee.

Liabilities Not Assumed. The Except as set forth in Section 1.5, Buyer shall not assume, assume and shall not be deemed responsible to have assumedpay, perform or discharge any liabilities other obligations, liabilities, contracts or obligations commitments of the Seller of any kind or nature whatsoever, except as expressly provided in whatsoever (the Assumption Agreement (as defined hereafter) "Excluded Liabilities"). Seller shall pay and in Section 2.03(a) abovesatisfy when due all Excluded Liabilities. Without limiting the generality of the foregoingforegoing and notwithstanding anything to the contrary in this Agreement, it is hereby agreed that the Buyer is Excluded Liabilities shall include, but not assuming any liability and shall not have any obligation for or with respect be limited to, the following: (ia) any obligations or liabilities of Seller arising or obligations incurred in connection with the negotiation, preparation, investigation and performance of this Agreement and the transactions contemplated hereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers, brokers and others to the extent such fees and expenses exceed the amounts assumed by Buyer as set forth in Section 1.5 of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (iib) any liabilities of Seller under those leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits and Environmental Permits (as defined in Article IX) which are not assigned to Buyer pursuant to the provisions of this Agreement; any liabilities for retrospective or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)similar insurance premium adjustments; (iiic) any liabilities of Seller in connection with or obligations arising out of the transfer or assignment of any lease, contract, commitment, or other agreement, including, without limitation, under any computer software agreement; (d) any liabilities of Seller under collective bargaining agreements pertaining to the Employees; any liabilities of Seller to pay severance benefits to Employees of Seller whose employment is terminated prior to the Effective Date or in connection with or following the sale of the Acquired Assets pursuant to the provisions hereof; or any liability under any Federal or state civil rights or similar law, or the Group so-called "WARN Act", resulting from the termination of employment of employees; (e) product warranty and indemnity liabilities of Seller with respect to products shipped on or prior to the Effective Date and products constituting finished goods inventory as of the Effective Date whether such warranty and indemnity liabilities arise pursuant to the assumed contracts or otherwise; (f) any product liability or similar claim for injury to person or property which arises out of or is based upon any express or implied representations, warranty, agreement or guarantee made by Seller, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Seller on or prior to the Effective Date; (g) any obligations or liabilities of Seller arising under or in connection with any Employee Plan (as defined in Section 3.01(s3.17(a)), including (x) any obligation to adopt or to sponsor such Plan of except for the Seller except as the Buyer may, vacation benefit payment assumed in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the SellerSection 1.5(f); (ivh) any obligation obligations or liabilities of the Seller for any present or the Group arising out past employees, agents or independent contractors of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group workers' compensation claims and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses employee severance claims; (i) through any obligations or liabilities with respect to the litigation, investigations and other matters set forth on Schedule 3.23; (vj) being herein collectively called any obligations or liabilities for any Taxes (as defined in Section 3.20) of Seller; excluding any California sales taxes arising from or associated with the "Excluded conveyance and transfer from Seller to Buyer of the Acquired Assets; and (k) any other obligation or liability of Seller of any kind or nature, whether now in existence or hereafter arising, not constituting Assumed Liabilities").

Liabilities Not Assumed. The Notwithstanding anything to the contrary in this Agreement, Buyer shall not assumeassume or in any way become liable for any of Seller’s debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether known or unknown, whether due or to become due, whether or not related to the Business or the Purchased Assets and whether or not disclosed on the Schedules attached hereto, and regardless of when or by whom asserted, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Excluded Liabilities shall not be deemed to have assumed, any liabilities or obligations of include the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect tofollowing: (i) all of Seller’s accounts payable, accrued expenses and other claims and liabilities to Axxx Department Stores, Inc. or any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreementits Affiliates; (ii) any of Seller’s liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)this Agreement; (iii) any of Seller’s liabilities or obligations for expenses or fees incident to or arising out of the Seller negotiation, preparation, approval or authorization of this Agreement or the Group under any Plan consummation (as defined in Section 3.01(s)), including (xor preparation for the consummation) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor transactions contemplated hereby (including all attorneys’ and (y) any deferred compensation benefits accrued as liabilities on the books of the Selleraccountants’ fees and expenses and sales commissions); (iv) any liability or obligation of Seller for Taxes, including Sales and Transfer Taxes related to the completion of the transactions contemplated herein or any liability or obligation of Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to for any Taxes which are imposed on or as measured by the income of the Closing Date or Seller for any period, (B) after the Closing Date in the case for Taxes of claims in respect any Person under Treasury Reg. § 1.1502-6 (or any similar provision of products state, local or services sold foreign law), as a transferee or provided successor, by the Seller contract or the Group otherwise or the conduct of the Group Activity prior to the Closing Date and (C) for Taxes attributable to acts performed any Tax sharing or omitted similar agreement, as a transferee or successor, by the Seller contract or the Group prior to the Closing Date; andotherwise; (v) any of Seller’s liabilities or obligations relating to performance or other bonuses payable to any of Seller’s employees in connection with the fiscal year ending December 31, 2006, to the extent accrued prior to the Closing, it being understood that Seller shall pay the same promptly after the end of 2006 and all that Buyer may or may not continue such bonus plan or program at its discretion, and any of Seller’s liabilities or obligations payable to any of its employees on account of the transactions contemplated hereby, including retention bonuses and success fees; (vi) any of Seller’s liabilities or obligations for Taxes incurred or in respect of Indebtedness other than capital lease obligations related to capital leases assumed by Buyer; (vii) any of Seller’s liabilities or imposed upon obligations for or in respect of any of the Retained Contracts; (viii) any of Seller’s liabilities or obligations to its employees, including, any liabilities or obligations under any predecessor company thereofof Seller’s Employee Benefit Plans, whether relating other than under the Profit Sharing Plan (provided that Buyer is assuming obligations thereunder only to periods, before, including or the extent accruing after the Closing Date); (ix) any of Seller’s liabilities or obligations relating to any amounts payable to Parent or any Affiliate of Parent; (x) any liabilities or obligations in respect of any of the Excluded Assets (including under any contracts, leases, commitments or understandings related thereto); (xi) any liabilities or obligations (contingent or otherwise and including liability for response costs, personal injury, property damage or natural resource damage) arising under Environmental and Safety Requirements, except for any such liabilities or obligations the facts or circumstances underlying which are caused, and only to the extent caused, by operation of the Purchased Assets after the Closing; (xii) any taxes arising from Current Liabilities not included on the Closing Working Capital Schedule; (xiii) any of Seller’s liabilities set forth on Schedule 2.2(b); (xiv) any of Seller’s liabilities not included in the Assumed Liabilities; (xv) all liabilities and obligations under any and all product or service warranties furnished to its customers with respect to the Assets goods sold or the operations of the Group Activity that are incurred or relate services provided to any period such customers prior to (or up to and including) the Closing Date, including, without limitation, except to the extent such warranties constitute pass-through warranties of Seller’s vendors and suppliers; and, (xvi) any Taxes incurred by or imposed upon the liabilities of Seller or Parent under the Group and arising out of existing employment agreement with Txxxxxxx X. Xxxxx. Seller hereby acknowledges that it is retaining the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities"), and Seller shall pay, discharge and perform all such liabilities and obligations promptly when due.

Liabilities Not Assumed. The Except as expressly set forth in this Agreement, the Buyer shall will not assumeassume or perform any Liabilities not specifically contemplated by Section 2.3 hereof, and shall including but not be deemed to have assumedlimited to, any liabilities of the following Liabilities (whether or obligations not contemplated by Section 2.3): (1) any Liability of the Seller for income, franchise, transfer, sales, use and other Taxes (whether or not relating to the CSG and whether or not incurred prior to the Closing). (2) any Liability of the Seller for the unpaid Taxes of any kind Person other than the Buyer (including Taxes imposed on the CSG) as a transferee or nature whatsoeversuccessor, except as expressly provided in the Assumption Agreement by contract, or otherwise; (as defined hereafter3) and in Section 2.03(a) above. Without limiting the generality any Liability of the foregoingSeller to indemnify any Person by reason of the fact that such Person was a director, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for officer, employee, or with respect to: (i) any liabilities or obligations agent of the Seller or was serving at the Group that arise under the terms request of such entity as a contractpartner, agreementtrustee, licensedirector, leaseofficer, sales order, purchase orderemployee, or agent of another entity; (4) any Liability of the Seller arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time in respect of anything done, suffered to be done or omitted to be done by the Seller (other commitment that shall not be assignedthan CSG) or any of its respective directors, except as officers, employees or agents, or by CSG or any of its respective directors, officers, employees or agents prior to the Closing; (5) any Liability of the Seller for costs and expenses incurred in connection with this Agreement, the making or performance of this Agreement and the transactions contemplated by Section 1.02 hereby; (6) any Liability of the Seller under this Agreement or under any agreement between the Seller on the one hand and the Buyer on the other hand entered into in connection with this Agreement; (ii7) any liabilities Liability relating to or obligations arising out of products manufactured or sold or services rendered by the Seller (including the CSG) prior to the Closing Date; (8) any Liability of the Seller arising out of any Employee Plan established or maintained by the Seller for the benefit of past or present employees of the CSG or to which the CSG contributes or any liability or the Group that arise under the terms termination of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)any such plan; (iii9) any liabilities or obligations Liability of the Seller for making payments or the Group under providing benefits of any Plan kind to its employees or former employees including, without limitation, (i) as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan a result of the Seller except sale of the Acquired Assets or as a result of the termination by the Buyer mayof any employees, in its sole discretion(ii) arising out of, elect or relating to, the Worker Adjustment and Retaining Act of 1988, (iii) to adopt or provide former employees so-called COBRA continuation coverage to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books extent such COBRA continuation coverage is not available under the health care plans of the Seller; , (iv) in respect of medical and other benefits for existing and future retirees, (v) any liability or obligation of the Seller in respect of work-related employee injuries or worker's compensation claims and (vi) any liability of the Group Seller pursuant to Section 5.8 hereof; (10) any Liability of the Seller arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity resulting from noncompliance prior to the Closing Date and attributable to acts performed with any national, regional or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Sellerlocal laws, statutes, ordinances, rules, regulations, orders, determinations, judgments, or any predecessor company thereofdirectives, whether relating to periodslegislatively, before, including judicially or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to administratively promulgated (or up to and including) the Closing Date, including, without limitation, any Taxes incurred Environmental Liabilities and Costs and Safety Liabilities and Costs whether or not arising out of or resulting from Seller's noncompliance with Environmental Laws, Environmental Transfer Laws or Safety Laws) or any other Laws; (11) any Liability of the Seller under any leases, contracts, or agreements not listed on Schedules 2.1(b) and 2.1(g); (12) any Liability of the Seller in respect of Environmental Liabilities and Costs arising out of any condition existing at or prior to Closing that constitutes a violation of or gives rise to a duty to remediate under any Environmental Law that is occurring or occurred on any real property (regardless of whether the Seller has any ownership or leasehold interest in such property on the Closing Date) and without limit as to point of time, knowledge or amount (including, without limitation, any Liability or obligation to remediate any Chemical Substance, (i) generated, used, stored, disposed of or Released at any property or facility owned or leased by or imposed upon the Seller or its Affiliates at any time prior to the Group and arising out of the consummation of the transactions contemplated Closing Date, (ii) Released from or in connection with any property or facility owned or leased by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or its Affiliates at any time prior to the Buyer; providedClosing Date or (iii) generated, howeverused, that sales and use Taxes resulting from stored, disposed of or Released in connection with the purchase and sale Seller's past or present operations); (13) any Liability of the Assets hereunder shall be paid as provided Seller for accounts payable for goods or services received or delivered prior to Closing; and (14) any Liability of the Seller for any credits, or credit notes, sales returns or other similar liabilities in Section 4.06 below. (connection with any sales of Products prior to the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")Closing.

Liabilities Not Assumed. The Buyer Except to the extent expressly assumed by ----------------------- Purchaser pursuant to Section 3.1, Purchaser shall not assume, and shall not assume or be deemed to have assumed, liable for any liabilities or obligations of the Seller Company, whether the same are direct or indirect, fixed, contingent or otherwise, known or unknown, whether existing at the Effective Time or arising thereafter as a result of any kind act, omission or nature whatsoevercircumstance taking place prior to the Effective Time. Furthermore, except as expressly provided in notwithstanding anything to the Assumption Agreement (as defined hereafter) and contrary stated in Section 2.03(a) above. Without limiting the generality 3.1, Purchaser shall not assume or be liable for any of the foregoingfollowing liabilities or obligations: (a) the Excluded Liabilities; (b) any of the Company's liabilities or obligations under any Contract and Other Agreement not assigned to Purchaser hereunder, it or under any Contract and Other Agreement assigned to Purchaser hereunder to the extent the same relate to periods prior to the Effective Time; (c) any of the Company's obligations or liabilities that relate to any retirement, pension, profit sharing, stock option or other compensation plan; (d) any of the Company's liabilities or obligations of any nature to any past or present shareholder of the Company (including, without limitation, any shareholder who exercises such shareholder's right to dissent from the transactions contemplated by this Agreement) or any severance, "parachute" or other similar payment to any officer, director or employee of the Company arising by virtue of the transactions contemplated herein; (e) any of the Company's liabilities or obligations for Taxes, expenses and fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation of the consummation) of the transactions contemplated herein, including, without limitation, any related attorney's and accountant's fees; (f) any of the Company's liabilities or obligations against which the Company is hereby agreed that insured or otherwise indemnified as of the Buyer is not assuming Effective Time; (g) any liability and shall not have of the Company's liabilities or obligations arising by reason of any obligation for breach of contract, tort or with respect to:infringement of the rights of another; (h) any of the Company's liabilities or obligations under any Law or Order; (i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes Company arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to Distribution (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by allocation of rights and property in connection therewith); (j) any obligations or imposed upon liabilities, including severance, retiree medical and other retiree and pension plan benefits, wages, salaries, bonuses, payroll taxes, sick pay, vacation pay (except to the Seller extent provided in Section 3.1(d) hereof), and other benefits and compensation, for the Company's employees and any post-employment or post-termination welfare benefits (within the Group and arising out meaning of Section 3(1) of ERISA) of any kind with respect to any current or former officer, employee, agent, director or independent contractor of the consummation Company; (k) any other Tax imposed on the Company; (l) any of the transactions contemplated by this AgreementCompany's liabilities or obligations arising from any options, as well as sales and use Taxes arising out warrants, calls, subscriptions or other rights or other agreements or commitments obligating the Company to issue any shares of its capital stock or any grants or offers thereof, or any other securities or commitments obligating the Company to issue any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of its capital stock; (m) any of the transactions contemplated by this Agreement, whether such Taxes are imposed upon Company's liabilities or obligations for its failure to make any federal or state securities law filings for the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase issuance and sale of shares of the Assets hereunder shall be paid Company's capital stock; and (n) any of the Company's liabilities or obligations which would not have existed had each of the Company's representations and warranties been true as provided of the date hereof and as of the Closing Date and had the Company complied with each of its covenants contained in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")this Agreement.

Liabilities Not Assumed. The Buyer shall not assumeby execution and performance of this Agreement or otherwise, and shall not assume or otherwise be deemed to have assumed, responsible for any liabilities liability or obligations of the Seller obligation of any kind nature of Seller not specifically defined as an Assumed Liability, or nature whatsoeverclaims of such liability or obligation, except as expressly provided in whether arising out of occurrences prior to, at, or after the Assumption Agreement date hereof (as defined hereafter) and in Section 2.03(a) abovecollectively, the “Retained Liabilities”). Without limiting the generality of the foregoingRetained Liabilities shall include, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect towithout limitation: (a) any liability or obligation for taxes and assessments, or interest or penalties thereon (other than any real estate taxes and assessments prorated and specifically made the liability of Buyer under this Agreement), including, income, sales, real property, personal property, withholding or other taxes and assessments of any kind, to the extent relating to periods prior to the Closing; (b) any liability or obligation resulting from, arising out of, relating to, in the nature of, or caused by any (i) breach of contract, (ii) breach of warranty, (iii) tort, (iv) infringement or violation of any liabilities law, (v) environmental matter relating in any way to the Property or obligations any of the property subject to the Ground Lease for any matter occurring or arising prior to the Closing; (c) any liability or obligation arising out of or relating to any employment, severance, retention or termination with any employee of Seller or the Group that arise under Hotel Business, for any matter or time period occurring or arising prior to the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this AgreementClosing; (iid) any liabilities liability or obligations obligation arising out of or relating to any employee grievance the Seller or facts and circumstances of which occurred prior to the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)Closing; (iiie) any liabilities liability or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of or relating to any actionLitigation (as hereinafter defined) involving Seller, suit Seller’s Lessee, Seller’s Manager, or proceeding based upon an event occurring or a claim any of the Property (as well as the property that is the subject of the Ground Lease) arising (A) prior to or existing as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing DateClosing; and (vf) any liability or obligation arising out of or relating to any Litigation arising after the Closing but relating to any occurrence or event which happened or occurred prior to the Closing. Seller shall timely and completely discharge and perform any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Retained Liabilities").

Liabilities Not Assumed. The Buyer Except for the Assumed Liabilities, Purchaser shall not assumeassume or become liable or otherwise obligated to pay, perform, or discharge any, and Seller shall not be deemed remain expressly liable for all, liabilities and obligations of Seller (the “Excluded Liabilities”), including the following liabilities and obligations of Seller: (a) intercompany accounts payable of Seller and accounts payable of Seller to have assumed, Affiliates; (b) any liabilities or obligations with respect to employees of Seller, including employees employed in connection with Seller’s business, arising from such employment (the “Seller Employees”), except such liabilities or obligations expressly set forth in Schedule 2.3; (c) any liabilities or obligation resulting from, arising under, or relating to the termination of employment by Seller of any kind employee of Seller; (d) any liabilities or nature whatsoeverobligations resulting from, arising under, or relating to any Employee Plan maintained by Seller; (e) any liabilities or obligations resulting from, arising under, or relating to any Employee Plan maintained by Seller’s Affiliates; (f) all Taxes, documentary charges, recording fees, or similar charges, fees, or expenses that may become payable in connection with the sale of Assets or the transactions contemplated hereby, other than those Taxes imposed on the net income of Purchaser; (g) all Taxes related to Seller or Seller’s business payable with respect to all periods prior to and including the Closing Date, together with any interest or penalties thereon, including all accrued and unpaid payroll taxes of any kind, except such tax liabilities or obligations expressly set forth in Schedule 2.3; (h) any liabilities or obligations resulting from, arising under, or relating to any Non-Assumed Contract, including any liabilities or obligations resulting from, arising under, or relating to the Datatek Consulting Purchase Agreement other than the liability of Seller thereunder with respect to managers’ bonuses or earn-outs as expressly provided set forth in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to:Schedule 2.3; (i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contractresulting from, agreement, license, lease, sales order, purchase orderarising under, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement;relating to any Excluded Contract; and (iij) any liabilities liability or obligations of the Seller obligation resulting from, arising under, or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation relating to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit suit, or proceeding based upon an event occurring or a claim arising (A) on or prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products sold or services sold delivered by Seller on or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and or attributable to acts performed or omitted by the Seller or the Group its employees or representatives on or prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")Closing.

Liabilities Not Assumed. The Any provision of this Agreement to the contrary notwithstanding (and without implication that Buyer is assuming any liability not expressly excluded and, where applicable, without implication that any of the following have been included in the liabilities described in Section 2.5), except for the liabilities described in Section 2.5, Buyer shall not assumeassume by virtue of this Agreement or the transactions contemplated hereby and, and shall not be deemed to have assumedno liability for, any obligations or liabilities or obligations of the Seller Sellers of any kind kind, character, or nature description whatsoever, except as expressly provided in including without limitation the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect tofollowing liabilities: (ia) any of Sellers' obligations hereunder; (b) any liabilities or obligations relating to any of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase orderExcluded Assets, or other commitment that shall any obligations or liabilities under any Contract not be assigned, except as contemplated by Section 1.02 of this Agreementincluded in the Assumed Contracts; (iic) any obligations or liabilities or obligations under the Assumed Contracts relating to the period prior to the Effective Time except insofar as the Purchase Price was reduced pursuant to Section 2.3(a) as a result of the Seller or the Group that arise under the terms proration of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)such obligations and liabilities; (iiid) any liabilities liability arising from, or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s))connection with, including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity business and operations of WPBF or the Assets prior to the Closing Date except insofar as the Purchase Price was reduced pursuant to Section 2.3(a) as a result of the proration of such obligations and attributable liabilities; (e) any intercompany liabilities or any liabilities by either Seller to acts performed any of their respective shareholders, directors or omitted by the officers or to any Affiliate of either Seller or of any of their respective shareholders, directors or officers or any liabilities relating to the Group capital stock of either Seller; (f) any liabilities to or with respect to Sellers' employees, whether or not any such employee is offered employment by Buyer after the Closing Date, relating in any way to such employee's employment with Sellers prior to the Closing Date (including deferred compensation liabilities and obligations for severance benefits, vacation time, or sick leave accrued prior the Closing Date; and); (vg) any and all liabilities or obligations for Taxes incurred by or imposed upon the Sellerliability in respect of any past, present, or any predecessor company thereoffuture litigation, whether action, suit, proceeding or arbitration arising out of or relating to periods, before, including the ownership or operation of the Assets or the business and operations of WPBF prior to the Closing Date (whether asserted or commenced before or after the Closing Date, and ); (h) any taxes arising from or liabilities with respect to the Assets or the operations of the Group Activity that are arising from indebtedness for borrowed money incurred or relate to any period prior to (or up to and including) accrued before the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses ; (i) through without limitation by the specific enumeration of the foregoing, any liabilities not expressly assumed by Buyer pursuant to the provisions of Section 2.5; and (vj) being herein collectively called any liabilities of Sellers for Taxes relating to periods prior to the "Excluded Liabilities")Effective Time.

Liabilities Not Assumed. The Except as expressly provided in SECTION 1.2(a) hereof, Buyer shall not assumeassume or in any way become liable for any of Seller's or any of its subsidiaries' debts, and shall not be deemed to have assumed, any liabilities or obligations of any nature whatsoever (other than the Seller Assumed Liabilities), whether accrued, absolute, contingent or otherwise, whether known or unknown, whether due or to become due, whether related to the Business or the Purchased Assets and whether disclosed on the Schedules attached hereto, and regardless of any kind when or nature whatsoeverby whom asserted (the "EXCLUDED LIABILITIES"), except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect toincluding: (i) any of Seller's liabilities or obligations of under this Agreement and the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this AgreementSchedules and Exhibits attached hereto; (ii) any of Seller's liabilities or obligations for expenses or fees incident to or arising out of the Seller negotiation, preparation, approval or the Group that arise under the terms authorization of the ADSL this Agreement or the Excluded Agreements set forth in item 4 consummation (or preparation for the consummation) of Schedule 1.01(ethe transactions contemplated hereby (including all attorneys' and accountants' fees and brokerage fees); (iii) any liabilities liability or obligations obligation of the Seller or the Group under any Plan subsidiary for Taxes, including any liability or obligation of Seller or any subsidiary in respect of any amount of federal, state, foreign or other Taxes (including interest, penalties and additions to such Taxes and any liabilities relating to Taxes arising as a result of Seller at any time being a member of an affiliated group (as defined in Section 3.01(s)), including (x1504(a) any obligation to adopt or to sponsor such Plan of the Code)) which are imposed on or measured by the income of Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Sellersubsidiary for any period; (iv) any liability or obligation under or with respect to any Seller Employee Benefit Plan or any other employee benefit plan, program, policy or arrangement presently or formerly maintained or contributed to by any member of the controlled group of companies (as such term is defined in Section 414 of the Code) of which Seller or the Group arising out any of its subsidiaries is or was a member, or with respect to which Seller, any action, suit of its subsidiaries or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; andsuch controlled group member has any liability; (v) any liabilities or obligations, including product liability and all infringement claims, product return claims (based on product defects or otherwise) and any related claims and litigation, arising prior to, on or after the Closing Date that relate to Products distributed prior to the Closing; (vi) any of Seller's or its subsidiaries' accounts payable, accrued expenses or other current liabilities; (vii) any of Seller's or its subsidiaries' liabilities or obligations for Taxes incurred by vacation pay, sick pay, severance pay, salary, bonuses or imposed upon the Seller, other payments or liabilities of any kind to any Business Employees; (viii) any liabilities or obligations of Seller or its subsidiaries relating to Business Employees or any predecessor company thereof, whether other employees of Seller or its subsidiaries who do not become Transferred Employees; (ix) any liability or obligation of Seller or its subsidiaries relating to periods, before, including workers' compensation claims (or after the Closing Date, and any taxes arising from or similar claims in foreign jurisdictions) with respect to Business Employees who do not become Transferred Employees and, with respect to each Transferred Employee, which were filed or presented to Seller or its subsidiaries on or before the Assets date upon which such Transferred Employee was no longer employed by Seller or its subsidiaries or which are filed or presented to Seller or its subsidiaries after such date to the operations of extent the Group Activity that are incurred or relate incident giving rise to any period such claim occurred prior to such date; (x) any of Seller's or up to its subsidiaries' liabilities or obligations (A) arising by reason of their violation or alleged violation of any federal, state, local or foreign law or any requirement of any governmental authority, or (B) arising by reason of any breach or alleged breach by Seller or any of its subsidiaries of any agreement, contract, lease, license, commitment, instrument, judgment, order or decree; (xi) any obligations or liabilities of Seller or its subsidiaries (contingent or otherwise and including) the Closing Date, including, including without limitation, liability for response costs, personal injury, property damage, natural resource damage, fines, penalties, and costs to correct conditions of non-compliance) arising under all federal, state, local and foreign statutes, regulations, ordinances and other provisions having the force and effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law, in each case concerning public health and safety, worker health and safety and pollution or protection of the environment, including without limitation, those relating to the handling, treatment, storage, disposal, release or threatened release of hazardous materials, substances or wastes at or from any Taxes incurred past or current property or facility of the Business or any offsite waste treatment, storage or disposal facility associated with the Business, except for any such obligations or liabilities to the extent the facts or circumstances underlying such obligations or liabilities are caused solely by the conduct of the Business after the Closing; (xii) any of Seller's or imposed upon the Seller its subsidiaries' liabilities or the Group and obligations relating to any legal action, proceeding or claim arising out of or in connection with Seller's or the consummation Subsidiaries' conduct of the transactions contemplated Business or any other conduct of Seller, its subsidiaries or Seller's or its subsidiaries' officers, directors, employees, consultants, agents or advisors, prior to the Closing; (xiii) any of Seller's or its subsidiaries' liabilities or obligations for indebtedness for borrowed money or indebtedness secured by this Agreement, as well as sales and use Taxes arising out liens on its assets or guarantees of any of the transactions contemplated by this Agreement, whether such Taxes are imposed upon foregoing; (xiv) any of Seller's or its subsidiaries' liabilities or obligations to its shareholders or affiliates; (xv) any liabilities or obligations in respect of any of the assets or rights of Seller or any of its subsidiaries other than the BuyerPurchased Assets (including under any contracts, leases, commitments or understandings related thereto); provided, however, that sales and (xvi) any other liabilities or obligations of Seller and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in its subsidiaries not expressly assumed by Buyer pursuant to Section 4.06 below. (the liabilities described in the preceding clauses (i1.2(a) through (v) being herein collectively called the "Excluded Liabilities")above.

Liabilities Not Assumed. The Buyer Purchaser shall not assumeassume any Liabilities of Seller other than the Assumed Liabilities, and nor shall not be deemed to have assumed, it assume any liabilities or obligations of the Seller following obligations or Liabilities (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”), which in each case shall remain obligations and Liabilities of Seller: (a) Any Liability arising out of or as a result of any kind legal or nature whatsoever, except as expressly provided in equitable Action or judicial or administrative proceeding initiated at any time to the Assumption Agreement extent arising out of facts occurring prior to the Closing; (as defined hereafterb) and in Section 2.03(a) above. Without limiting Any Liability of Seller or otherwise imposed on the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for Assets or with respect to:to the Business, in respect of any Tax, including (i) any Liability of Seller for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise, (ii) any Transfer Taxes or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2, and (iii) any liability of Seller for Taxes arising in connection with the consummation of the Transaction or because Seller is transferring the Assets, excluding any Transfer Taxes allocated to Purchaser pursuant to Section 5.2; (c) Any Liabilities required to have been performed or paid prior to the Closing, or related to or arising from any breach or default by Seller, whether on or before the Closing, of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to the Closing; (d) Any Liability of Seller incurred in connection with or under this Agreement (including with respect to any of Seller’s representations, warranties, agreements, or covenants hereunder) relating to the execution or performance of this Agreement and the transactions contemplated herein; (e) Except as set forth in Sections 8.14 and 8.15, any fees or expenses incurred by Seller or its shareholders with respect to Seller’s or such Persons’ engagement of counsel, or any investment banker, appraiser or accounting firm engaged to perform services in connection with the Transaction; (f) Any obligations of Seller for borrowed money; (g) Any Liability of Seller not related to the Assets; (h) Any Liability relating to the Excluded Assets; (i) any liabilities Any Liability or obligations obligation of the Seller or the Group that arise under the terms any of a contract, agreement, license, lease, sales order, purchase orderits Affiliates relating to any current or former employee or other service provider of Seller or any of its Affiliates, or any dependent or beneficiary thereof, including without limitation (i) any Liability arising under any Employee Benefit Plan, including any Multiemployer Plan or other commitment that shall not be assignedPension Plan, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities Liability that constitutes a Withdrawal Liability or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); COBRA Liability, (iii) any liabilities Liability arising in connection with the actual or obligations of prospective employment or engagement, the retention and/or discharge by Seller or the Group under any Plan (as defined in Section 3.01(s))of its Affiliates of any current or former employee or other service provider , including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation Liability for wages, remuneration, compensation (including any bonuses due any employee arising as a result of the Seller transactions contemplated hereby), benefits, severance, vacation or the Group arising out of any action, suit other paid- time-off or proceeding based upon an event occurring or a claim arising other accrued obligations (A) prior to associated with any employee or as other service provider of the Closing Date Seller or any of its Affiliates (including any Business Employee) who does not become a Transitioned Employee (or any dependent or beneficiary thereof), and (B) after the Closing Date in the case of claims in with respect of products to any Transitioned Employee, arising on or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date, and (v) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation Law or under any federal or state employment discrimination Law; (j) Any Liability of Seller related to the Assets under any Environmental Law which first arose prior to or is related to actions occurring on or prior to the Closing Date; (k) Any Liability of Seller listed as an Account Payable or debt amount owed. At the Closing Date, in conjunction with this Transaction, Seller shall warrant to purchaser that all Accounts Payable and debt amounts, as of that date, are current and with a zero balance, unless excluded and agreed to in writing by Purchaser; and (vl) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, Any other Liabilities not identified as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided Assumed Liabilities in Section 4.06 below. (the liabilities described in the preceding clauses (i1.4(a) through (vor Schedule 1.4(a) being herein collectively called the "Excluded Liabilities")herein.

Liabilities Not Assumed. The Buyer shall not assumeassume or otherwise be responsible for any of the Excluded Liabilities. The Excluded Liabilities shall be retained by and shall remain the sole responsibility of Medical Cannabis, SLAM and Medihemp respectively, and Seller shall not be deemed pay, perform and discharge the Excluded Liabilities as and when due. “Excluded Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including: · any Liability relating to, based in whole or in part on events or conditions occurring or existing in connection with, or arising out of, the Business as operated prior to have assumedthe Closing Date, any liabilities or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contractownership, agreementpossession, licenseuse, lease, sales order, purchase order, operation or sale or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity disposition prior to the Closing Date and attributable of any Acquired Assets (or any other assets, properties, rights or interests associated, at any time prior to acts performed the Closing Date, with the Business); · any Liability under the Assumed Contracts to the extent arising from any indemnification obligation, breach, default, misconduct, negligence or omitted other form of noncompliance by the Seller or the Group thereunder prior to the Closing Date; and · any Liability arising from any Contract of Seller (v) other than the Assumed Contracts after the Closing Date subject to the limitations set forth herein), including the Excluded Contracts; · any and all liabilities Liability related to any Claim based in whole or obligations for Taxes incurred by in part on events or imposed upon the Sellerconditions occurring or existing in connection with, or arising out of, or otherwise relating to, the Business as operated by Seller or any predecessor company thereof, whether relating of its Affiliates (or any of their respective predecessors-in-interest) prior to periods, before, including or after the Closing Date, and any taxes arising from or with respect the ownership, possession, use, operation, sale or other disposition prior to the Assets or the operations Closing Date of any of the Group Activity that are incurred Acquired Assets (or relate to any period other assets, properties, rights or interests associated, at any time prior to (or up to and including) the Closing Date, includingwith the Business); · any Liability with respect to any Employee Plan or any Employee Benefit Arrangement of Seller (including under any employment, without limitationseverance, deferred compensation, retention or termination agreement with any Taxes incurred by or imposed upon the employee of Seller or relating to employee payroll, vacation, sick leave, workers compensation or unemployment benefits accrued through the Group and Closing Date or thereafter; · any Liability arising out of or relating to any employment-related claim or grievance of any current or former employee of Seller arising out of or relating to events occurring prior to the Closing Date; · any Liability of Seller to any stockholder or other equity holder or former stockholder or other former equity holder of Seller; · any Liability of Seller for Taxes; · any Liability arising from any failure by Seller to comply with any applicable Law or Order; · any Indebtedness of Seller (other than Assumed Liabilities as provided herein), including amounts owed to Affiliates of Seller; · any Liability relating to litigation of or involving Seller or otherwise affecting any of its assets; · any Liability of Seller under this Agreement or any other Transaction Document; · any Liability of Seller arising in connection with the consummation of the transactions contemplated Transactions; · any Liability of Seller to the extent relating to any property or facility presently or formerly owned, operated, leased or used by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or their corporate predecessors, including any such Liability arising under or relating to Environmental, Health and Safety Laws; and · any other Liability relating to the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")Assets.

Liabilities Not Assumed. The Buyer shall not assumeassume and neither Parent nor Buyer shall be obligated to pay, and shall not be deemed to have assumedperform, discharge, indemnify or hold Seller harmless against any liabilities or obligations of the following liabilities, obligations or expenses (collectively, "Excluded Liabilities"): (A) any liability, obligation or expense of Seller of any kind not referred to in Section 2.2(b)(i), (ii), (iii), (iv), (v), (vi), (vii), (viii) or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafterix) and in Section 2.03(a(B) above. Without limiting the generality following liabilities, obligations or expenses of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect toSeller: (i) any liabilities or obligations of the those IGC-Advanced Superconductor Tax Liabilities for which Seller or the Group that arise is responsible under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement5.12 hereof; (ii) any liabilities liability, obligation or obligations expense of Seller or its Affiliates which relates to or arises out of the ownership, use or operation of assets and properties of Seller or the Group that arise under the terms conduct of the ADSL Agreement any businesses of Seller not conveyed to Buyer hereunder or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)pursuant hereto; (iii) any liabilities liability, obligation or obligations expense of Seller or its Affiliates which is incurred by Seller or its Affiliates in connection with the transactions contemplated hereby, including, without limitation, any liability or obligation for (a) bonuses arising as the result of, or dependent upon, the closing of such transactions ("Transaction Dependent Bonus"), or (b) Taxes imposed on Seller, except as otherwise provided in Section 5.12 hereof, including, without limitation, (A) Income Taxes imposed on Seller because Seller is transferring the IGC-Advanced Superconductor Division Assets or because Seller has deferred gain on any Deferred Intercompany Transaction (as such term is used in the Treasury Regulations promulgated under the Code); (B) any liability, obligation or expense of Seller or its Affiliates with respect to Income Taxes; and (C) any liability, obligation or expense of the Seller or its Affiliates for unpaid Taxes of any other person under Treasury Regulation ss.1.1502-6 promulgated under the Group under Code (or any Plan (as defined in Section 3.01(s)similar provision of state, local or foreign law), including (x) any obligation to adopt as a transferee or to sponsor such Plan of the Seller except as the Buyer maysuccessor, in its sole discretion, elect to adopt by contract or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Sellerotherwise; (iv) any liability, obligation or expense of Seller or its Affiliates which arises out of, or in connection with, or relate to the ownership, use or operation of the IGC-Advanced Superconductor Division Assets by Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity Business by Seller prior to the Closing Date except to the extent set forth above in clause (b); (v) any liability, obligation or expense of Seller or its Affiliates to indemnify any person by reason of the fact that such person was a director, officer, employee or agent of the Seller or its Affiliates or serving at the request of the Seller or its Affiliates as a partner, trustee, member, director, officer, employee or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement or otherwise); (vi) any liability, obligation or expense to the extent related to the Excluded Assets; (vii) any liability, obligation or expense related to the Collective Bargaining Agreement or any other collective bargaining agreement which arises prior to the Closing Date and attributable to acts performed or omitted by which the Seller or its Affiliates are or become a party; (viii) any liability, obligation or expense under or related to any Benefit Plan maintained by Seller or its Affiliates; (ix) any liability, obligation or expense resulting from or arising out of (A) Releases of Hazardous Substances at or from the Group Locations caused by Seller's operation at the relevant Locations; (B) Disposal of Hazardous Substances at places other than Locations during the dates of Seller's operation at the relevant Locations; or (C) violations of Environmental Laws occurring during the dates of Seller's operation at the relevant Locations; (x) any liability, obligation or expense for personal injury or property damage relating to any defect in, or failure to warn with respect to, products sold by Seller prior to the Closing Date; and (vxi) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect except to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated extent otherwise specifically provided by this Agreement, as well as sales and use Taxes arising out of any liability relating to the transactions contemplated IGC-Advanced Superconductor Division that, in accordance with United States generally accepted accounting principles consistently applied by this AgreementSeller, whether such Taxes are imposed upon the Seller is required to be, but is not, reflected or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described reserved against in the preceding clauses (i) through (v) being herein collectively called 2001 Financial Statements. Seller shall pay, perform and discharge as they become due and shall indemnify and hold Buyer harmless against all liabilities and obligations of Seller relating to the "Excluded Liabilities"Business which are specifically referred to in this Section 2.2(c).

Liabilities Not Assumed. The Buyer Purchaser shall not assume, and nor shall it agree to pay, perform or discharge any liability or obligation of Seller which is not be deemed expressly listed or referred to have assumed, any liabilities or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: 2.1 (i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities"), which Excluded Liabilities shall include, without limitation, (i) all liabilities in connection with any outstanding litigation that is related to the Business or the Purchased Assets, (ii) all liabilities in connection with any litigation filed after the date hereof that relate to activities or conditions on or prior to the Closing Date, except to the extent Purchaser has continued or contributed in any way to the activities which are the subject of such litigation in which case the Damages resulting from Purchaser's pro rata contribution to such activities shall be a Seller Loss (as defined in Section 13.3), (iii) all accounts payable of the Business as of the Closing Date, (iv) any performance obligations of Seller or the Business to cure a breach of any of the Real Property Leases, Contracts with customers of the Business whose average weekly revenues exceed $1,000 a week or more, Personal Property Leases or Other Contracts (a "Performance Obligation to Cure a Breach"), and (v) except as provided in Sections 3.11(a) and 3.11(b), all liabilities for Taxes (as defined below) attributable to Seller for any taxable period on or before the Closing Date, including without limitation any Taxes of Seller, or deficiencies in Taxes or claims for Taxes against Seller, that could become a liability of, or that could be assessed or collected against, Purchaser as a result of or after the transfer of assets contemplated by this Agreement. For purposes of this Section 2.2, "Taxes" shall include (x) any net income, gross income, gross receipts, sales, use, ad valorem, franchise, profits, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property or windfall profit tax, custom duty or other tax of any kind whatsoever, together with any interest and any penalty, addition to tax or additional amount imposed by any taxing authority (domestic or foreign) and (y) any liability for the payment of any amount of the type described in clause (x) as a result of being a member of an affiliated or combined group.

Liabilities Not Assumed. The Other than the Assumed Liabilities, the Buyer Group shall not assumeassume or otherwise be responsible for any other Liabilities of Seller or any of its Affiliates (including any predecessor of Seller or its Affiliates or any prior owner of all or part of their respective businesses and assets) of whatever nature, whether presently in existence or arising hereafter (collectively, the “Excluded Liabilities”). Seller shall be responsible for the Excluded Liabilities, which shall be paid, performed and shall not be deemed to have assumed, any liabilities discharged by Seller or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) aboveits Affiliates. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming Excluded Liabilities means every Liability of Seller or any liability and shall not have any obligation for or with respect toof its Affiliates other than Assumed Liabilities, including: (ia) all Liabilities (other than the Warranty Obligations, the Return Obligations the Service Obligations and Uninvoiced Obligations) related to any liabilities Transferred Contract or obligations the Transferred Lease Agreement arising from events and circumstances occurring on or prior to the Closing (including, in each case, Liabilities arising from any breach, default or violation of Seller or any other member of the Seller Group of any Transferred Contract or the Group that arise under Transferred Lease Agreement occurring on or prior to the terms Closing Date); (b) all Liabilities related to the Business Employees incurred, or arising from, events and circumstances occurring, on or prior to the Closing; (c) all Indebtedness of the Seller Group, whether or not related to the Acquired Assets; (d) all Liabilities arising from the operation of the Business or the ownership of the Acquired Assets on or prior to Closing (other than the Warranty Obligations, the Return Obligations, the Service Obligations, and the Uninvoiced Obligations), including (i) all Liabilities for the infringement or misappropriation of a contractthird party’s Intellectual Property Rights and (ii) all Liabilities arising from product liability claims arising prior to the Closing; (e) the Accounts Payable of the Business generated prior to the Closing; (f) all Liabilities related to employees of Seller and its Affiliates who are Non-Business Employees; (g) all Third Party Expenses of the Seller Group; (h) all Liabilities for (i) Taxes with respect to the ownership, agreementpossession or use of the Acquired Assets or the conduct of the Business prior to the Closing, license(ii) any Straddle Period Taxes allocated to Seller pursuant to this Agreement, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of and (iii) any Transfer Taxes allocated to Seller pursuant to this Agreement; (iii) any liabilities or obligations of the all Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing DateRetained Environmental Liabilities; and (vj) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities"Liabilities set forth on Schedule 1.4(j).

Liabilities Not Assumed. The Notwithstanding anything to the contrary in this Agreement, Buyer shall not assumeassume or in any way become liable for any of the debts, and shall not be deemed to have assumed, any liabilities Liabilities or obligations of any nature whatsoever (other than the Seller Assumed Liabilities), relating to any Seller, the Business or the Purchased Assets, whether accrued, absolute, contingent or otherwise, whether known or unknown, whether due or to become due, whether related to the Business or the Purchased Assets and whether disclosed on the Schedules attached hereto, and regardless of any kind when or nature whatsoever, except by whom asserted that are described in clauses (a) through (r) below (collectively referred to herein as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to:"Excluded Liabilities"): (ia) any liabilities of Sellers' Liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of , the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, Schedules attached hereto and any taxes arising from or other agreements entered into by Sellers in connection with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement; (b) any of Sellers' Liabilities or obligations for expenses, as well as sales and use fees or Taxes incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys', accountants' and brokerage fees); (c) any Liability or obligation of Sellers for Taxes for any period, including any Taxes imposed under Code Section 1374; (d) any Liability or obligation under or with respect to any Employee Benefit Plan or any other employee benefit plan, program, policy or arrangement presently or formerly maintained or contributed to by this AgreementSellers or its ERISA Affiliates, whether or with respect to which Sellers or any such Taxes ERISA Affiliate has any liability; (e) any Liability or obligation with respect to any products delivered or developed or services performed prior to the Closing in respect of product liability, infringement, misappropriation, violation of any Legal Requirement or any related claims or litigation; (f) any of Sellers' Liabilities or obligations for vacation pay, sick pay, holiday pay, salary, bonuses or other payments or Liabilities arising on or before the Closing Date of any kind to any Employees or current or former employee of Sellers; (g) any Liability or obligation relating to workers' compensation claims which were filed or presented on or before the Closing Date or which are imposed upon filed or presented after the Seller Closing Date but relate to claims and/or injuries first arising on or before the Buyer; providedClosing Date; (h) any of Sellers' Liabilities or obligations (A) arising by reason of any violation or alleged violation of any federal, howeverstate, that sales and use Taxes resulting from the purchase and sale local or foreign law or any requirement of the Assets hereunder shall be paid as provided in Section 4.06 below. any governmental authority, or (the liabilities described in the preceding clauses B) arising by reason of any breach or alleged breach by Sellers of any agreement, contract, lease, license, commitment, instrument, judgment, order or decree; (i) through any Liabilities or obligations arising under any Environmental and Safety Requirements where the underlying facts, events or conditions existed or occurred on or prior to the Closing Date, irrespective of whether such Liability or obligation attaches to the Buyer or Seller in the first instance; (vj) being herein collectively called any of Sellers' Liabilities or obligations relating to any legal action, proceeding or claim arising out of or in connection with Sellers' conduct of the Business or any other conduct of Sellers, Sellers' officers, directors, employees, consultants, agents or advisors on or prior to the Closing Date (other than conduct undertaken pursuant to a Customer Contract which is an Assumed Customer Contract); (k) any of Sellers' Liabilities or obligations for Indebtedness; (l) any Liabilities or obligations in respect of any of the Excluded Assets (including under any contracts, leases, commitments or understandings related thereto); (m) any of Sellers' Liabilities or obligations which Buyer may become liable for solely as a result of or in connection with the failure by Buyer or Sellers to comply with any bulk sales or bulk transfers laws or as a result of any "defacto merger" or "successor-in-interest" theories of liability; (n) any Liabilities or obligations for premium and/or loss adjustments to Sellers' or their Affiliates' insurance policies due to Buyer's possible participation under such policies pursuant to its rights under Section 8.16 hereunder; (o) any Liabilities of Sellers' Affiliates, except for the obligations of Covansys Consulting, Inc. under the Contract set forth on Schedule 1.4(o); (p) any Liabilities or obligations arising out of or related to any Unassumed Customer Contract; (q) any Liabilities or obligations specifically set forth in Schedule 1.4(q) attached hereto (the "Excluded LiabilitiesLiabilities Schedule"); and (r) any other Liabilities or obligations of Sellers not expressly assumed by Buyer pursuant to Section 1.3 above. For purposes of this Section 1.4, "Sellers" shall be deemed to include all Affiliates of Sellers and any predecessors to Sellers and any Person with respect to which any Seller is a successor-in-interest (including by operation of law, merger, liquidation, consolidation, assignment, assumption or otherwise). Each Seller hereby acknowledges that it is retaining the Excluded Liabilities, and each Seller shall pay, discharge and perform all such Liabilities and obligations promptly when due.

Liabilities Not Assumed. The Buyer shall Except as expressly set forth in this Agreement, the Buyers do not assume, and shall not be deemed to have assumed, assume or perform any liabilities Liabilities or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as specifically contemplated by Section 1.02 2.3 hereof nor any of the following Liabilities and obligations (collectively the "Excluded Liabilities") (a) Any Liability or obligation of the Sellers or any of their Subsidiaries (other than the Acquired Subsidiaries) for Taxes for any taxable period, any Liability or obligation of the Acquired Subsidiaries for any taxable period or portion of any period ending on or prior to the Effective Date, and any Liability or obligation for Taxes attributable to the Acquired Assets or operations of the Sellers for any taxable period or portion of any period ending on or prior to the Effective Date; (b) Any Liability or obligation of the Sellers or any of their Subsidiaries to indemnify any Person by reason of the fact that such Person was a director, officer, employee or agent of any Seller or any of such Seller's Subsidiaries or was serving at the request of such Seller or any of such Seller's Subsidiaries as a partner, trustee, director, officer, employee or agent of another entity; (c) Any Liability or obligation of the Sellers or any of their Subsidiaries as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time caused by any action that occurred or condition that existed on or prior to the Effective Date and in respect of anything done, suffered to be done or omitted to be done by the Sellers or any of their Subsidiaries or any of their directors, officers, employees or agents; (d) Any Liability of the Sellers or any of their Subsidiaries for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby; (e) Any Liability or obligation of the Sellers or any of their Subsidiaries under this Agreement or incurred in connection with the making or performance of this Agreement; (iif) any liabilities Any Liability or obligations of obligation for products manufactured or sold or services rendered on or prior to the Seller Effective Date, including for product returns or credits taken, except only for those specific Liabilities for end user product warranty repair and replacement as the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)Buyers have assumed pursuant to Section 2.3 above; (iiig) Any Liability or obligation of any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor of such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group 's Subsidiaries arising out of any action, suit Employee Benefit Plan established or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided maintained by the such Seller or any of its Subsidiaries for the Group benefit of past or the conduct present employees of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the such Seller or the Group prior any of its Subsidiaries, or to the Closing Date; and (v) which such Seller or any and all liabilities or obligations for Taxes incurred by or imposed upon the Sellerof its Subsidiaries contributes, or any predecessor company thereof, whether relating to periods, before, including Liability on the termination of any such plan; (h) Any Liability or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations obligation of the Group Activity that are incurred Sellers or relate any of their Subsidiaries for making payments or providing benefits of any kind to any period prior to their employees or former employees (or up to and including) the Closing Date, including, without limitation, (A) as a result of the sale of the Acquired Assets or as a result of the termination by the Sellers or any Taxes incurred of their Subsidiaries of any employees or, in the case of employees located in the United States, decision by Buyers to hire or imposed upon the Seller or the Group and arising out not to hire any such employees, (B) any obligation to provide former employees (including individuals who become former employees by reason of the consummation of the transactions contemplated by this Agreement) so-called COBRA continuation coverage, as well as sales (C) any Liability or obligation in respect of medical and use Taxes other benefits for existing and future retirees and for claims made after Effective Date in respect of costs and expenses incurred on or prior to the Effective Date, (D) any Liability or obligation in respect of work-related employee injuries or worker's compensation claims and (E) any Liability or obligation in respect of employee bonuses); (i) Any Liability pertaining to the Sellers or any of their Subsidiaries or their respective businesses and arising out of or resulting from noncompliance on or prior to the transactions contemplated by this AgreementEffective Date with any laws, statutes, ordinances, rules, regulations, orders, determinations, judgments or directives, whether such Taxes are imposed upon the Seller legislatively, judicially or the Buyer; providedadministratively promulgated (including, howeverwithout limitation, that sales any Environmental Liabilities and use Taxes Costs whether or not arising out of or resulting from the purchase and sale any of the Assets hereunder shall be paid Sellers' or any their Subsidiaries', as provided the case may be, noncompliance with Environmental Laws); (j) Any Liability or obligation of the Sellers or any of their Subsidiaries under any licenses, leases, contracts or agreements not listed on Schedule 2.1(f) and Schedule 3.14; and (k) Any Liability or obligation in Section 4.06 below. (respect of accounts payable, or payable obligations incurred prior to the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")Effective Date.

Liabilities Not Assumed. The Anything in this Agreement to the contrary notwithstanding, it is expressly agreed that, except for the Assumed Liabilities, Buyer shall not assume, and shall not be deemed to have assumed, assume any liabilities or obligations Liabilities of the Seller of any kind kind, character or nature whatsoeverdescription (whether known, except as expressly provided in unknown, accrued, absolute, contingent or otherwise) (collectively, the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above“Excluded Liabilities”). Without limiting The Excluded Liabilities include, without limitation, the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect tofollowing: (ia) any liabilities Liabilities relating to or obligations arising out of the Seller Services Assets; (b) any Liabilities, including Liabilities arising under Educational Laws, related to or based on the Group that arise operation of the University prior to the Closing, except to the extent specifically assumed as Assumed Liabilities under Section 2.3; (c) subject to the terms of a contractSection 6.3 below, agreementany Liabilities of Seller with respect to current or former employees, licenseofficers, leasedirectors, sales orderretirees, purchase orderindependent contractors, or other commitment that shall not be assigned, except as contemplated by Section 1.02 consultants of this Agreement; (ii) any liabilities Seller relating to or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit their employment or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided engagement by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities cessation or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company termination thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination, or other payments; (d) any indebtedness of Seller for borrowed money; (e) any Liabilities for (i) Taxes incurred by or imposed upon relating to the Seller School Assets or the Group Assumed Liabilities for any taxable period ending prior to the Closing, (ii) any other Taxes of Seller for any taxable period, and (iii) any Liabilities of Seller for the unpaid Taxes of any Person, whether as a joint and several liability with another Person, as a transferee or successor, by contract, or otherwise; (f) any Liabilities of Seller arising out under or in connection with any Old Plan providing benefits to any present or former employee of Seller; (g) any Liabilities of Seller with respect to Actions that are pending or threatened as of the consummation Closing and that relate to the operations of the University prior to the Closing; and (h) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Related Agreements and the transactions contemplated by this Agreementhereby and thereby, as well as sales including, without limitation, fees and use Taxes arising out expenses of the transactions contemplated by this Agreementcounsel, whether such Taxes are imposed upon the Seller or the Buyer; providedaccountants, howeverconsultants, that sales advisers and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities")others.

Liabilities Not Assumed. The Buyer shall not assumeExcept for the Assumed Liabilities, Buyers assume no past, present or future obligations or liabilities (known, unknown, accrued, or contingent) of Sellers, and shall not be deemed to have assumed, any liabilities no liability or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: to any such liability or obligation of Sellers other than the Assumed Liabilities (all such liabilities of Sellers other than the Assumed Liabilities are herein referred to as the "Excluded Liabilities"). The Excluded Liabilities include, without limitation, the following: (i) any liabilities or obligations of Sellers arising from or relating to any violation of Laws by Sellers including, but not limited to, Laws relating to environmental conditions at any properties owned or used by Sellers prior to the Seller Closing Date and any liabilities or obligations of Sellers under or pursuant to environmental laws arising from or relating to Sellers' operations prior to the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; Closing Date; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) Sellers related to any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided Benefit Plans maintained by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group Sellers prior to the Closing Date, except, and only to the extent that, any such liabilities and obligations have been expressly assumed by Buyers pursuant to the Addendum as provided in Section 3.08; and and (viii) [THIS PROVISION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO 17 CFR SECTION 240.24b2] Sellers shall (a) pay and discharge, and (b) Sellers and Parent, jointly and severally, shall indemnify and defend Buyers and hold them harmless from and against any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether Damages relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities").. [THIS PROVISION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO 17 CFR SECTION 240.24b2]

Liabilities Not Assumed. The Buyer (a) Notwithstanding the provisions of Section 2.4, Buyers shall not assume, and shall not assume or otherwise be deemed to have assumed, responsible for any of the following liabilities or obligations of the Seller any nature (including claims of such liabilities or obligations, matured or unmatured, liquidated or unliquidated, fixed or contingent, or known or unknown) of any kind Seller or nature whatsoeverother Wabtec Group Member (collectively, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to:"Excluded Liabilities"): (i) for any liabilities indebtedness for borrowed money, including any interest or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreementpenalties accrued thereon; (ii) for any liabilities or obligations of income Taxes relating to any Tax Period, except for such Taxes properly accrued on the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e)Closing Date Balance Sheets; (iii) to any liabilities Wabtec Group Member or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Sellerother inter-company payables; (iv) to any obligation of the Seller former or the Group arising out current shareholder or director of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Wabtec Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; andMember; (v) relating to, resulting from or arising under any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether Action relating to periods, before, including asbestos-containing gaskets allegedly manufactured or after the Closing Date, and distributed by any taxes arising from or with respect to the Assets or the operations of the Wabtec Group Activity that are incurred or relate to any period prior to Member (or up to and including) the Closing Date, including, without limitation, those disclosed on SCHEDULE 4.9); (vi) except for the Employee Benefit Plans of the Acquired Subsidiaries, relating to, resulting from or arising under any Taxes incurred by Seller Benefit Plan other than any Assumed Collective Bargaining Agreement; (vii) relating to, resulting from or imposed upon arising from the Seller Parties' obligations under this Agreement or any Seller Ancillary Document; (viii) incurred in connection with the Group negotiation, preparation and arising out execution of the consummation of this Agreement and the transactions contemplated by this Agreementhereby and any fees and expenses of counsel, as well as sales and use Taxes arising out accountants, brokers, financial advisors or other experts of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the BuyerParties; provided, however, that sales and and (ix) any liability for Pennsylvania use Taxes resulting from the purchase and sale taxes of the Assets hereunder Motor Coils operations. (b) Sellers shall be paid as provided in Section 4.06 below. (responsible for the liabilities described in satisfaction of all of the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities").