Common use of Liabilities Not Assumed Clause in Contracts

Liabilities Not Assumed. Notwithstanding the assumption of liabilities ----------------------- referred to in the foregoing Section 1.5, Buyer shall not assume or be deemed to have assumed any of the liabilities or obligations of Seller or any kind together (the "Unassumed Liabilities"), including, without limitation: (a) any public or other liability claims with respect to the Business and affairs of Seller and the acts and omission of its officers, directors, employees, and agents before the Closing date; (b) any obligation or liability of Seller to any of the Stockholders or any other officer or director of Seller; (c) any obligation or liability for Federal, State, local or foreign income taxes; (d) any obligation or liability arising out of or relating, directly or indirectly, to the operation of Seller's Business prior to the Closing Date, including any rebates, discounts, offsets or concessions attributable to amounts invoiced to Sellers clients prior to the Closing Date; (e) any obligation or liability to Seller's employees for salary, wages or other compensation or benefits, including any obligation or liability with respect to retirement plans, sick and holidays time and pay, including any liabilities of Seller contemplated by this Agreement; (f) any liabilities of Seller 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 the operation of Seller's Business before the Closing Date; (i) any liability of Seller for fines, penalties, or damages payable to any government or governmental agency or instrumentality involving the operation of Seller's Business before the Closing Date, including, but not limited to, any liability of Seller for fines, penalties, or damages payable to any government or governmental agency or instrumentality arising out of any violation of 8 USC 1101 et.seq. prior to the Closing Date; (j) any obligation or liability of Seller or the Stockholders for the expenses incurred in preparing or negotiating this Agreement and consummating the transactions contemplated hereunder. Seller and Stockholders, jointly and severally, agree to discharge and indemnify, defend and hold harmless Buyer, BI, and their respective officers, directors, employees, agents, and stockholders from all Unassumed Liabilities, whether or not known, liquidated or contingent.

Liabilities Not Assumed. Notwithstanding Except as specifically provided in this Agreement (including, without limitation, the assumption terms of liabilities ----------------------- referred to in the foregoing Section 1.52.2 hereof), regardless of when asserted or claimed, Buyer shall not assume or be deemed to have assumed any of the bound by and Seller shall retain and shall be solely responsible for all obligations and liabilities or obligations of Seller or any kind together and the Business (all such liabilities and obligations being herein referred to as the "Unassumed LiabilitiesRETAINED LIABILITIES"), ) including, without limitationbut not limited to: (a) any public and all liabilities and obligations, whether civil or other liability claims with respect criminal in nature, arising out of, relating to or involving the Business and affairs of Seller and the acts and omission of its officers, directors, employees, and agents existing before the Closing dateor any violation by Seller of any term or provision of any Legal Requirements, except for warranty obligations provided for in Section 2.2(a)(ii) hereof; (b) any obligation and all obligations or liability liabilities relating to the Business, the existence of Seller to any of the Stockholders or any other officer or director which constitutes a breach of Seller's representations or warranties under this Agreement; (c) any obligation and all product liability of Seller (whether or liability for Federalnot asserted on or before or after the Closing Date, Statebut excluding the Product Repair Claims) in connection with the Business or the Products manufactured, local sold or foreign income taxes; (d) any obligation or liability arising out of or relating, directly or indirectly, to the operation of Seller's Business serviced prior to the Closing Date, including Date by Seller or Seller's agents or produced by any rebates, discounts, offsets third party and sold or concessions attributable to amounts invoiced to Sellers clients serviced by Seller or Seller's agents prior to the Closing Date; (d) any and all Proceeding(s) arising from the conduct of the Business before the Closing, including any liability arising from any environmental condition either existing before the Closing or arising from the conduct of the Business before the Closing; (e) any obligation or income tax liability to Seller's employees for salary, wages or other compensation or benefits, including any obligation or liability with respect to retirement plans, sick and holidays time and pay, including any liabilities of Seller contemplated by this Agreementand any penalties and interest related thereto; (f) any liabilities of Seller with respect to any pension, retirement, savings, profit sharing debt or other benefit plansliability for borrowed funds; (g) any obligation or liability which is inconsistent with any representation or warranty of Seller or the Stockholders; (h) any liability arising out of or related to the sponsorship of, and any expenses relating the responsibility for, contributions to, or any claimliability in connection with any Benefit Plan maintained or contributed to by Seller; without limiting the foregoing, actionSeller shall be liable for any continuation coverage (including any penalties, dispute, excise taxes or litigation involving interest resulting from the operation of Seller's Business failure to provide continuation coverage) required by law due to qualifying events which occur on or before the Closing Date; (i) any liability of Seller for fines, penalties, or damages payable to any government or governmental agency or instrumentality involving the operation of Seller's Business before the Closing Date, including, but not limited to, any liability of Seller for fines, penalties, or damages payable to any government or governmental agency or instrumentality arising out of any violation of 8 USC 1101 et.seq. prior to the Closing Date; (jh) any obligation or liability of Seller or arising from the Stockholders Seller's conduct of the Business before the Closing which is not specifically assumed by the Buyer pursuant to Section 2.2 hereof; (i) any obligation or liability for increased Worker's Compensation premiums relating to the expenses incurred in preparing or negotiating this Agreement and consummating the transactions contemplated hereunder. Seller and Stockholders, jointly and severally, agree period prior to discharge and indemnify, defend and hold harmless Buyer, BI, and their respective officers, directors, employees, agents, and stockholders from all Unassumed Liabilities, whether or not known, liquidated or contingentClosing.

Liabilities Not Assumed. Notwithstanding Except as specifically provided herein and in Section 1.2(b) below, Buyer shall not assume, pay, honor, discharge or otherwise become responsible for any liabilities or obligations of Sellers, and all such liabilities and obligations shall remain solely those of Sellers, and Sellers shall pay, perform and discharge, all such obligations and liabilities of Sellers promptly when due in accordance with their terms. Without limiting the assumption generality of liabilities ----------------------- referred to the preceding sentence and except as specifically provided in the foregoing Section 1.51.2(b), Buyer shall not assume or be deemed to have assumed become responsible for: (i) any of the liabilities or obligations of Sellers including, without limitation, any personal obligations of any shareholder or member of any Seller incurred in any capacity, including those arising out of any claim, litigation or proceeding, or any kind together contract, license, commitment or other agreement relating to the operations of the Business or the occurrence of any event on or before the Closing including, without limitation, accounts payable of the Business; (ii) any obligations, liabilities, undertakings, Liens (other than Permitted Liens) or restrictions to which the "Unassumed Liabilities")Assets or the Business are subject and that are not disclosed in writing in this Agreement; (iii) any liability or obligation arising out of or related to past, present or future actions, litigations, suits, enforcement actions, proceedings, arbitrations or governmental or regulatory authority investigations, audits or otherwise, including, without limitation: (a) , demand or directive letters or correspondence, or of notice regarding any public of the foregoing involving the Assets, the Business, any Seller or other liability claims with respect any shareholder or member of any Seller to the Business and affairs of Seller and extent the foregoing relate to events, acts and omission of its officers, directors, employees, and agents or omissions arising on or before the Closing dateClosing; (biv) any obligation liability or liability obligation, in contract, tort or for violation of any law by any Seller to any of the Stockholders or any other officer officer, director, shareholder, member, employee or director agent of Sellerany Seller that arises out of or results from any act, omission, occurrence or state of facts on or before the Closing, and any liability or obligation, in contract, tort or for violation of any law solely by any Seller or any officer, director, shareholder, member, employee or agent of any Seller that arises out of or results from any act, omission, occurrence or state of facts after the Closing; (cv) any obligation compensation obligations or liability for Federal, State, local any liabilities or foreign income taxes; (d) any obligation or liability obligations of Sellers arising out of or relating, directly in connection with any employee benefit plan of Sellers or indirectly, any other liabilities or obligations of Sellers to any employees with respect to his or her service to the operation Business on or before the Closing, including but not limited to any liability or obligation for any severance pay due any employee of Seller's Business prior Sellers upon his or her termination of employment and any and all accrued vacation and/or sick leave, bonuses and other benefits to the Closing Dateextent that such liabilities or obligations are owed as a result of acts, including any rebatesomissions, discounts, offsets occurrences or concessions attributable to amounts invoiced to Sellers clients prior to state of facts on or before the Closing DateClosing; (e) any obligation or liability to Seller's employees for salary, wages or other compensation or benefits, including any obligation or liability with respect to retirement plans, sick and holidays time and pay, including any liabilities of Seller contemplated by this Agreement; (fvi) any liabilities or obligations of Seller 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 the operation of Seller's Business before the Closing Date; (i) any liability of Seller Sellers for fines, penalties, or damages payable to any government or governmental agency or instrumentality involving the operation of Seller's Business before the Closing Dateindebtedness for borrowed money, including, but not limited to, any liability of Seller for fines, penalties, or damages payable and all liabilities and obligations related to real estate financings and any and all obligations to any government secured party in connection with any of the Assets; (vii) subject to Section 1.3(d), any liabilities or governmental agency obligations of Sellers for any type of taxes owed by Sellers whatsoever; (viii) any and all Medicare, Medicaid and other third party payor obligations arising from any acts or instrumentality arising out of omissions for any violation of 8 USC 1101 et.seq. period prior to the Closing Date;Closing, including without limitation, any retroactive denial of claims, civil monetary penalties or any gain on sale that may be recognized by any of the foregoing as a result of the transactions, contemplated herein; or (jix) any obligation other liabilities or liability obligations of Seller any nature relating to the operations of the Business or the Stockholders for occurrence of any event on or before the expenses incurred in preparing or negotiating this Agreement and consummating the transactions contemplated hereunder. Seller and Stockholders, jointly and severally, agree to discharge and indemnify, defend and hold harmless Buyer, BI, and their respective officers, directors, employees, agents, and stockholders from all Unassumed LiabilitiesClosing, whether known or not known, liquidated determined as of the Closing or contingentunknown or undetermined as of the Closing.

Liabilities Not Assumed. Notwithstanding the assumption of liabilities ----------------------- referred to Except as specifically provided herein and in the foregoing Section 1.51.5(b) below, Buyer shall not assume or be deemed to have assumed become responsible for any of the liabilities or obligations of Seller or any kind together (Sellers, and all such liabilities and obligations shall remain solely those of Sellers, and Sellers shall pay, perform and discharge, all such obligations and liabilities of Sellers promptly when due in accordance with their terms. Without limiting the "Unassumed Liabilities"generality of the preceding sentence and except as specifically provided in Section 1.5(b), Buyer shall not assume or become responsible for: (i) any liabilities or obligations of Sellers including, without limitation: (a) , any public personal obligations of any shareholder or member of ARO or ROLC incurred in any capacity, including those arising out of any claim, litigation or proceeding, or any contract, license, commitment or other liability claims with respect agreement relating to the operations of the Business and affairs or the occurrence of Seller and the acts and omission of its officers, directors, employees, and agents any event before the Closing date; Date including, without limitation, accounts payable of the Business; (bii) any obligation or liability of Seller to any of the Stockholders compensation obligations or any other officer liabilities or director obligations of Seller; (c) any obligation or liability for Federal, State, local or foreign income taxes; (d) any obligation or liability Sellers arising out of or relating, directly in connection with any employee benefit plan of Sellers or indirectly, any other liabilities or obligations of Sellers to any employees with respect to his or her service to the operation of Seller's Business prior to before the Closing Date, including but not limited to any rebatesand all accrued vacation and/or sick leave, discounts, offsets or concessions attributable to amounts invoiced to Sellers clients prior to the Closing Date; bonuses and other benefits; (e) any obligation or liability to Seller's employees for salary, wages or other compensation or benefits, including any obligation or liability with respect to retirement plans, sick and holidays time and pay, including any liabilities of Seller contemplated by this Agreement; (fiii) any liabilities or obligations of Seller 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 the operation of Seller's Business before the Closing Date; (i) any liability of Seller Sellers for fines, penalties, or damages payable to any government or governmental agency or instrumentality involving the operation of Seller's Business before the Closing Dateindebtedness for borrowed money, including, but not limited to, any liability of Seller for fines, penalties, or damages payable and all liabilities and obligations related to real estate financings and any and all obligations to any government secured party in connection with any of the Assets; (iv) any liabilities or governmental agency obligations of Sellers for any type of taxes whatsoever; (v) any and all Medicare, Medicaid and other third party payor obligations arising from any acts or instrumentality arising out of omissions for any violation of 8 USC 1101 et.seq. period prior to the Closing Date; ; (jvi) any liability or obligation for any severance pay due any employee of Sellers upon his or liability her termination of Seller employment; or (vi) any other liabilities or obligations of any nature relating to the operations of the Business or the Stockholders for occurrence of any event before the expenses incurred in preparing or negotiating this Agreement and consummating the transactions contemplated hereunder. Seller and Stockholders, jointly and severally, agree to discharge and indemnify, defend and hold harmless Buyer, BI, and their respective officers, directors, employees, agents, and stockholders from all Unassumed LiabilitiesClosing Date, whether known or not known, liquidated determined as of the Closing Date or contingentunknown or undetermined as of the Closing Date.

Liabilities Not Assumed. Notwithstanding Except for the assumption purchase price and the amount or percentage of liabilities ----------------------- referred to in royalties, the foregoing Section 1.5terms of which are set forth below, Seller agrees that Buyer shall will not assume or be deemed to have assumed perform, and Seller shall remain responsible for and shall indemnify, hold harmless and defend Buyer from and against, any and all liabilities and obligations of the Seller, whether known or unknown, and regardless of when such liabilities or obligations of Seller arise or any kind together (the "Unassumed Liabilities")are asserted, including, without limitation, any obligations or liabilities of Seller with respect to the following: (a) any public All federal, state, local, foreign or other liability claims with respect taxes applicable to the Business and affairs of Seller and the acts and omission of its officers, directors, employees, and agents before the Closing date; (b) any obligation or liability of Seller to any of the Stockholders or any other officer or director of Seller; (c) any obligation or liability for Federal, State, local or foreign income taxes; (d) any obligation or liability arising out of or relating, directly or indirectly, to the operation of Seller's Business prior to the Closing Date, including any rebates, discounts, offsets or concessions attributable to amounts invoiced to Sellers clients periods prior to the Closing Date; (eb) any obligation or liability Injuries to Seller's employees for salary, wages or other compensation or benefits, including any obligation or liability with respect to retirement plans, sick and holidays time and pay, including any liabilities of Seller contemplated by this Agreement; (f) any liabilities of Seller 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) death of any liability arising out of, and any expenses relating to, any claim, action, disputeperson, or litigation involving the operation any employee of Seller's , that has occurred or may occur, prior to Closing, in connection with the Business before or any other operations engaged in by Seller, even if not discovered until after the Closing Date; (ic) All liens, claims and encumbrances on any liability of the Purchased Assets and all obligations and liabilities secured thereby; (d) All obligations of Seller for fines, penaltiesborrowed money, or damages incurred in connection with the purchase, lease or acquisition of any assets, and any obligations of a similar nature incurred by Seller; (e) Any accounts or notes payable to any government or governmental agency similar indebtedness incurred by Seller; (f) Any claims, demands, actions, suits, legal proceedings, obligations or instrumentality involving the liabilities arising from Seller’s operation of Seller's the Business before prior to the Closing DateClosing, including, but not limited to, or arising from any liability other business or operations of Seller for finesconducted prior to the Closing, penaltieswhether such claims, demands, actions, suits, legal proceedings, obligations or damages payable to liabilities are presently pending or threatened or are threatened or asserted at any government time after the date hereof and whether before or governmental agency or instrumentality after the Closing; and (g) Any liabilities arising out of the termination by Seller of any violation of 8 USC 1101 et.seq. prior to the Closing Date; (j) any obligation its employees in anticipation or liability of Seller as a consequence of, or the Stockholders for the expenses incurred in preparing or negotiating this Agreement and consummating following consummation of, the transactions contemplated hereunder. Seller and Stockholders, jointly and severally, agree to discharge and indemnify, defend and hold harmless Buyer, BI, and their respective officers, directors, employees, agents, and stockholders from all Unassumed Liabilities, whether or not known, liquidated or contingenthereby.

Liabilities Not Assumed. Notwithstanding Any provision of this Agreement to the assumption of liabilities ----------------------- referred to in contrary notwithstanding (and without implication that the foregoing Section 1.5Purchaser is assuming any liability not expressly excluded and, Buyer shall not assume or be deemed to have assumed where applicable, without implication that any of the following have been included in the Assumed Liabilities), the following liabilities or obligations of Seller or any kind together (the "Unassumed Excluded Liabilities"), including, without limitation) of the Seller and of the Shareholders are excluded and shall not be assumed or discharged by the Purchaser: (a) any public liabilities for any Taxes of the Seller or other liability claims the Shareholders attributable to or arising from or in connection with respect to the Business and affairs income, business, assets, properties or operations of the Seller and the acts and omission of its officers, directors, employees, and agents for any period (or portion thereof) ending on or before the Closing dateDate, or payable in connection with the transactions contemplated by this Agreement and any liabilities for any Taxes of any Affiliate (or any former Affiliate) of the Seller or the Shareholder; (b) any obligation or liability of the Seller to any or of the Stockholders Shareholders for the unpaid Taxes of any Person under Treasury Regulation 1.1502-6 (or any other officer similar provision of state, local or director of Sellerforeign law), as a transferee or successor, by contract or otherwise); (c) any obligation liabilities (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 Real Property Lease, Personal Property Leases, Business Contract or Business License agreed to be performed pursuant hereto by the Purchaser, but only to the extent that such breach or claim arises out of or by virtue of the Seller's performance or non-performance 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 Real Property Lease, 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 for Federal, State, local or foreign income taxesshall entitle the Purchaser to indemnification in accordance with the provisions of Section 7.2; (d) any obligation liabilities of the Seller for injury to or death of persons or damage to or destruction of property (including, without limitation, any products liability claim or worker's compensation claim) regardless of when said claim or liability arising out of or relatingis asserted, directly or indirectlyincluding, to without limitation, any claim for consequential damages in connection with the operation of Seller's Business prior to the Closing Date, including any rebates, discounts, offsets or concessions attributable to amounts invoiced to Sellers clients prior to the Closing Dateforegoing; (e) any obligation or liability to Seller's employees for salary, wages or other compensation or benefits, including any obligation or liability with respect to retirement plans, sick and holidays time and pay, including any liabilities of the Seller contemplated by this Agreementarising out of infringement of the rights of any Persons; (f) any liabilities of the Seller with respect to arising out of violations of any pension, retirement, savings, profit sharing Laws or other benefit plansOrders; (g) any obligation liability of the Seller not arising out of an act or liability which is inconsistent with omission solely attributable to the Purchaser in respect of any representation Action or warranty of Seller Proceeding (whether asserted or commenced before or after the StockholdersClosing Date); (h) any liability arising out of, and any expenses liabilities relating to, any claim, action, dispute, or litigation involving to the operation of Seller's Business before the Closing DateExcluded Assets; (i) any liability liabilities of the Seller for finesto pay fees or expenses of attorneys, penaltiesadvisors, or damages payable to any government or governmental agency or instrumentality involving accountants, engineers and other consultants incurred in connection with the operation of Seller's Business before the Closing Date, including, but not limited to, any liability of Seller for fines, penalties, or damages payable to any government or governmental agency or instrumentality arising out of any violation of 8 USC 1101 et.seq. prior to the Closing Datetransactions contemplated hereby; (j) any obligation liabilities of the Seller to any Shareholder or liability to any Affiliate of Seller or the Stockholders for Seller; and (k) without limitation by the expenses incurred in preparing or negotiating this Agreement and consummating specific enumeration of the transactions contemplated hereunder. Seller and Stockholdersforegoing, jointly and severally, agree any liabilities not expressly assumed by the Purchaser pursuant to discharge and indemnify, defend and hold harmless Buyer, BI, and their respective officers, directors, employees, agents, and stockholders from all Unassumed Liabilities, whether or not known, liquidated or contingentthe provisions of Section 1.

Liabilities Not Assumed. Notwithstanding the assumption of liabilities ----------------------- referred to in the foregoing Section 1.5, Buyer (a) Purchaser shall not assume or in any way be deemed to have assumed liable for the payment, performance and discharge of any of the liabilities or and/or obligations of Seller or any kind together of its affiliates, including liabilities and/or obligations relating to Taxes of Seller or in any way attaching to the Assets, except for the Assumed Liabilities. (b) Without limiting the generality of the foregoing, Purchaser shall not assume and Seller shall retain and shall punctually pay, perform and discharge when due, the following liabilities and/or obligations of Seller (collectively, the "Unassumed Excluded Liabilities"): (i) any and all liabilities and/or obligations of any kind or nature relating to Taxes of Seller and, with respect to the Assets, all Tax liabilities and/or obligations accrued for, applicable to or arising from any period ending on or before the Closing Date (including, without limitation, any liabilities or obligations pursuant to any Tax sharing agreement, Tax indemnification or similar arrangement); (ii) any and all liabilities and/or obligations incurred by or on behalf of Seller or its affiliates arising from the Contemplated Transactions, including, without limitation:, all legal fees, Taxes, costs and disbursements of Seller or any of its affiliates payable in connection with this Agreement, and all sales, transfer, use and other similar type Taxes which arise from the sale of the Assets to Purchaser; (aiii) any public and all liabilities and/or obligations arising pursuant to Environmental Laws or the common law relating to environmental matters (whether or not technically constituting "liabilities and/or obligations" of Seller) and arising from or related to: (A) the operation or ownership of the Assets or the Business on or before the Closing Date or from any events, conditions or circumstances, including without limitation, conditions on, in or under the Assets resulting from any Release of a Hazardous Substance, existing on or before the Closing Date; (B) any property or facility formerly owned or operated by Seller or any predecessor of Seller; and (C) the offsite disposal of or arrangement for offsite disposal of any waste materials by Seller on or before the Closing Date ("Pre-Closing Environmental Liabilities"); (iv) any and all liabilities and/or obligations (A) relating to or arising under any "employee benefit plan" (as defined in Section 3(3) of ERISA) or any other liability claims employee benefit plan, program or arrangement at any time maintained, sponsored 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, or (B) pertaining to the Business and affairs employment by, or termination from employment with, Seller or any ERISA Affiliate, of any individual (including any Seller and the acts and omission of its officers, directors, employees, and agents before the Closing dateEmployee); (bv) any obligation and all liabilities and/or obligations with respect to any indebtedness for borrowed money or liability capital leases (other than any capital lease listed on Schedule 1.5 attached hereto) or any guaranties of any indebtedness for borrowed money; (vi) any and all liabilities and/or obligations of Seller to any of Seller's affiliates, including Verso; (vii) any and all semi-monthly base salary payroll of Seller prorated for the Stockholders period from January 16, 2005 to (and including) the Closing Date (together with reimbursement of employee pre-Closing out-of-pocket expenses in a manner consistent with past practices, but in no event shall such reimbursement include any such expenses incurred by any employee of Seller in connection with the Contemplated Transactions); (viii) any and all liabilities and/or obligations of Seller other than the Assumed Liabilities; and (ix) any and all liabilities for the infringement or misappropriation of or conflict with any other officer or director of Seller;Intellectual Property. (c) any obligation or liability for FederalSeller shall perform, Statepay and discharge, local or foreign income taxes; (d) any obligation or liability arising out in the normal course of or relatingbusiness, directly or indirectlyconsistent with past practices, to the operation of Seller's Business prior to the Closing Date, including any rebates, discounts, offsets or concessions attributable to amounts invoiced to Sellers clients prior to the Closing Date; (e) any obligation or liability to Seller's employees for salary, wages or other compensation or benefits, including any obligation or liability with respect to retirement plans, sick and holidays time and pay, including any liabilities of Seller contemplated by this Agreement; (f) any liabilities of Seller 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 the operation of Seller's Business before the Closing Date; (i) any liability of Seller for fines, penalties, or damages payable to any government or governmental agency or instrumentality involving the operation of Seller's Business before the Closing Date, including, but not limited to, any liability of Seller for fines, penalties, or damages payable to any government or governmental agency or instrumentality arising out of any violation of 8 USC 1101 et.seq. prior to the Closing Date; (j) any obligation or liability of Seller or the Stockholders for the expenses incurred in preparing or negotiating this Agreement and consummating the transactions contemplated hereunder. Seller and Stockholders, jointly and severally, agree to discharge and indemnify, defend and hold harmless Buyer, BI, and their respective officers, directors, employees, agents, and stockholders from all Unassumed Excluded Liabilities, whether or not known, liquidated or contingent.

Liabilities Not Assumed. Notwithstanding Except as specifically provided in this Agreement and in Section 1.2(b) below, Buyer shall not assume, pay, honor, discharge or otherwise become responsible for any liabilities or obligations of Seller, and all such liabilities and obligations shall remain solely those of Seller, and Seller shall pay, perform and discharge, all such obligations and liabilities of Seller promptly when due in accordance with their terms. Without limiting the assumption generality of liabilities ----------------------- referred to the preceding sentence and except as specifically provided in the foregoing Section 1.51.2(b), Buyer shall not assume or be deemed to have assumed become responsible for: (i) any of the liabilities or obligations of Seller including, without limitation, any personal obligations of any member or officer of Seller incurred in any capacity, including those arising out of any claim, litigation or proceeding, or any kind together contract, license, commitment or other agreement relating to the operations of the Business or the occurrence of any event on or before the Closing including, without limitation, accounts payable of the Business; (ii) any obligations, liabilities, undertakings, Liens (other than Permitted Liens) or restrictions to which the "Unassumed Liabilities")Assets or the Business are subject arising on or before the Closing and that are not disclosed in writing in this Agreement arising on or before the Closing; (iii) any liability or obligation arising out of or related to past, present or future actions, litigations, suits, enforcement actions, proceedings, arbitrations or governmental or regulatory authority investigations, audits or otherwise, including, without limitation: (a) , demand or directive letters or correspondence, or of notice regarding any public of the foregoing involving the Assets, the Business, Seller or other liability claims with respect any member of Seller to the Business and affairs of Seller and extent the foregoing relate to events, acts and omission of its officers, directors, employees, and agents or omissions arising on or before the Closing dateClosing; (biv) any obligation liability or obligation, in contract, tort or for violation of any law by Seller or any officer, manager, member, employee or agent of Seller that arises out of or results from any act, omission, occurrence or state of facts arising on or before the Closing, and any liability or obligation, in contract, tort or for violation of any law by Seller or any officer, manager, member, employee or agent of Seller that arises out of or results from any act, omission, occurrence or state of facts after the Closing; (v) any compensation obligations or any liabilities or obligations of Seller arising out of or in connection with any employee benefit plan of Seller or any other liabilities or obligations of Seller to any of the Stockholders employees with respect to his or any other officer or director of Seller; (c) any obligation or liability for Federal, State, local or foreign income taxes; (d) any obligation or liability arising out of or relating, directly or indirectly, her service to the operation Business on or before the Closing, including but not limited to any liability or obligation for any severance pay due any employee of Seller's Business prior Seller upon his or her termination of employment (except for any obligations under any Assigned Agreements between the Seller and any such employees arising after the Closing Date) and any and all accrued vacation and/or sick leave in excess of one hundred (100) hours per employee (i.e., the Buyer shall assume responsibility for up to one hundred hours (100) hours per employee for each such employee that is retained by the Buyer as of the Closing Date, including any rebatesprovided, discountshowever, offsets or concessions attributable that the Seller recognizes and agrees, and shall cause such employees to amounts invoiced recognize and agree, that each employee’s rights to Sellers clients prior such accrued vacation and/or sick leave shall be subject to the Closing Date; (e) applicable policies of the Buyer, including, without limitation, any obligation such policies requiring the employee to use such accrued vacation and/or sick time during a calendar or liability contract year and any such policies which govern the payments, if any, to Seller's employees which an employee would be entitled to for salarysame should his or her employment with the Buyer be terminated), wages bonuses and other benefits to the extent that such liabilities or other compensation obligations are owed as a result of acts, omissions, occurrences or benefits, including any obligation state of facts on or liability before the Closing. For purposes of determining eligibility for participation in Buyer’s benefit policies with respect to retirement plans, sick and holidays time and pay, including any liabilities those employees of Seller contemplated retained by this Agreement;Buyer, Buyer shall credit each such employee for time employed by Seller. (fvi) any liabilities of Seller 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 the operation of Seller's Business before the Closing Date; (i) any liability obligations of Seller for fines, penalties, or damages payable to any government or governmental agency or instrumentality involving the operation of Seller's Business before the Closing Dateindebtedness for borrowed money, including, but not limited to, any liability and all liabilities and obligations related to real estate financings and any and all obligations to any secured party in connection with any of the Assets; (vii) subject to Section 1.3(c), any liabilities or obligations of Seller for finesany type of taxes owed by Seller whatsoever; (viii) any and all Medicare, penalties, Medicaid and other third party payor obligations arising from any acts or damages payable to omissions for any government period on or governmental agency or instrumentality arising out of any violation of 8 USC 1101 et.seq. prior to the Closing Date;Closing, including without limitation, any retroactive denial of claims, civil monetary penalties or any gain on sale that may be recognized by any of the foregoing as a result of the transactions, contemplated herein; or (jix) any obligation other liabilities or liability obligations of Seller any nature relating to the operations of the Business or the Stockholders for occurrence of any event on or before the expenses incurred in preparing or negotiating this Agreement and consummating the transactions contemplated hereunder. Seller and Stockholders, jointly and severally, agree to discharge and indemnify, defend and hold harmless Buyer, BI, and their respective officers, directors, employees, agents, and stockholders from all Unassumed LiabilitiesClosing, whether known or not known, liquidated determined as of the Closing or contingentunknown or undetermined as of the Closing.

Liabilities Not Assumed. Notwithstanding Except as expressly provided in Section 1.8 or Schedule 1.8 attached hereto, it is understood and agreed that the assumption of liabilities ----------------------- referred to in the foregoing Section 1.5, Buyer shall Purchasers do not assume or be deemed agree hereunder to have assumed pay, perform or discharge, and the Sellers shall pay, discharge and hold the Purchasers harmless from, any debt, obligation, tax or liability, known or unknown, contingent or otherwise, of the Sellers of any kind or nature whatsoever. Without limiting the foregoing, except as expressly provided in Section 1.8 or Schedule 1.8, in no event shall the Purchasers assume or incur any liability or obligation in respect of any of the liabilities or obligations of Seller or any kind together (the "Unassumed Liabilities"), including, without limitation: following: (a) any public or other liability claims payables and liabilities for materials and services owed by the Sellers with respect to the Business and affairs of Seller and the acts and omission of its officers, directors, employees, and agents before arising on or prior to the Closing date; Date; (b) any obligation or liability of Seller to any of the Stockholders or any other officer or director of Seller; product returns, except as provided in Section 4.7 hereof; (c) any obligation liabilities for shortages or liability for Federal, State, local damages in product shipped to third parties on or foreign income taxes; prior to the Closing Date; (d) any obligation product liability, breach of warranty, or liability arising out similar claim for injury to person or property regardless of when asserted, which resulted from the use of product inventory manufactured by or relating, directly on behalf of the Sellers and shipped to a third party on or indirectly, prior to the Closing Date; (e) any federal, state or local income or other tax payable with respect to any business, assets, properties or operation of Seller's Business the Sellers or any member of any affiliated group of which the Sellers are a member for any period prior to the Closing Date, including or incident to or arising as a consequence of the negotiations or consummation by the Sellers of this Agreement and the transactions contemplated hereby; (f) any rebates, discounts, offsets liability or concessions attributable obligation with respect to amounts invoiced to Sellers clients periods prior to the Closing Date; (e) Date under any obligation law, ordinance or liability governmental or regulatory rule or regulation, whether federal, state or local, to Seller's employees for salarywhich the Sellers' business operations, wages assets or other compensation or benefitsproperties is subject, including any obligation environmental laws or liability with respect to retirement plans, sick and holidays time and pay, including any liabilities of Seller contemplated by this Agreement; (f) any liabilities of Seller with respect to any pension, retirement, savings, profit sharing regulations; or other benefit plans; (g) any liability or obligation with respect to periods prior to, or liability which is inconsistent with any representation or warranty of Seller or the Stockholders; (h) any liability arising out as a result of, and any expenses relating to, any claim, action, dispute, or litigation involving the operation of Seller's Business before the Closing Date; (i) any liability of Seller for fines, penalties, or damages payable to any government or governmental agency or instrumentality involving the operation of Seller's Business before the Closing Date, including, but not limited to, any liability of Seller for fines, penalties, or damages payable to any government or governmental agency or instrumentality arising out of any violation of 8 USC 1101 et.seq. prior to the Closing Date; (j) any obligation or liability of Seller or the Stockholders for the expenses incurred in preparing or negotiating this Agreement and consummating the transactions contemplated hereunder. Seller and Stockholders, jointly and severally, agree to discharge and indemnify, defend and hold harmless Buyer, BI, and their respective officers, directors, employees, agents, and stockholders from all Unassumed Liabilitiesagents or independent contractors of the Sellers, whether or not knownemployed by the Purchasers after the Closing, liquidated or contingentunder benefit arrangement of the Sellers with respect thereto.

Liabilities Not Assumed. Notwithstanding Except as specifically provided herein and in Section 1.2(b) below, Buyer shall not assume, pay, honor, discharge or otherwise become responsible for any liabilities or obligations of Seller, and all such liabilities and obligations shall remain solely those of Seller, and Seller shall pay, perform and discharge, all such obligations and liabilities of Seller promptly when due in accordance with their terms. Without limiting the assumption generality of liabilities ----------------------- referred to the preceding sentence and except as specifically provided in the foregoing Section 1.51.2(b), Buyer shall not assume or be deemed to have assumed become responsible for: (i) any of the liabilities or obligations of Seller including, without limitation, any personal obligations of any shareholder of Seller incurred in any capacity, including those arising out of any claim, litigation or proceeding, or any kind together contract, license, commitment or other agreement relating to the operations of the Business or the occurrence of any event on or before the Closing including, without limitation, accounts payable of the Business; (ii) any obligations, liabilities, undertakings, Liens (other than Permitted Liens) or restrictions to which the "Unassumed Liabilities")Assets or the Business are subject arising before the Closing and that are not disclosed in writing in this Agreement; (iii) any liability or obligation arising out of or related to past, present or future actions, litigations, suits, enforcement actions, proceedings, arbitrations or governmental or regulatory authority investigations, audits or otherwise, including, without limitation: (a) , demand or directive letters or correspondence, or of notice regarding any public of the foregoing involving the Assets, the Business, Seller or other liability claims with respect any shareholder of Seller to the Business and affairs of Seller and extent the foregoing relate to events, acts and omission of its officers, directors, employees, and agents or omissions arising before the Closing dateClosing; (biv) any obligation liability or obligation, in contract, tort or for violation of any law by Seller or any officer, director, shareholder, employee or agent of Seller that arises out of or results from any act, omission, occurrence or state of facts arising on or before the Closing, and any liability or obligation, in contract, tort or for violation of any law solely by Seller or any officer, director, shareholder, member, employee or agent of Seller (other than such persons serving in the capacity of an employee or an engaged contractor of Buyer or its affiliates after Closing) that arises out of or results from any act, omission, occurrence or state of facts after the Closing; (v) any compensation obligations or any liabilities or obligations of Seller arising out of or in connection with any employee benefit plan of Seller or any other liabilities or obligations of Seller to any employees with respect to his or her service to the Business on or before the Closing, including but not limited to any liability or obligation for any severance pay due any employee of Seller upon his or her termination of employment and any and all accrued vacation and/or sick leave, bonuses and other benefits to the Stockholders extent that such liabilities or any other officer obligations are owed as a result of acts, omissions, occurrences or director state of Sellerfacts on or before the Closing; (c) any obligation or liability for Federal, State, local or foreign income taxes; (d) any obligation or liability arising out of or relating, directly or indirectly, to the operation of Seller's Business prior to the Closing Date, including any rebates, discounts, offsets or concessions attributable to amounts invoiced to Sellers clients prior to the Closing Date; (e) any obligation or liability to Seller's employees for salary, wages or other compensation or benefits, including any obligation or liability with respect to retirement plans, sick and holidays time and pay, including any liabilities of Seller contemplated by this Agreement; (fvi) any liabilities of Seller 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 the operation of Seller's Business before the Closing Date; (i) any liability obligations of Seller for fines, penalties, or damages payable to any government or governmental agency or instrumentality involving the operation of Seller's Business before the Closing Dateindebtedness for borrowed money, including, but not limited to, any liability and all liabilities and obligations related to real estate financings and any and all obligations to any secured party in connection with any of the Assets, other than with respect to Assumed Liabilities or obligations giving rise to Permitted Liens; (vii) subject to Section 1.3(c), any liabilities or obligations of Seller for finesany type of taxes owed by Seller whatsoever; (viii) any and all Medicare, penalties, Medicaid and other third party payor obligations arising from any acts or damages payable to omissions for any government or governmental agency or instrumentality arising out of any violation of 8 USC 1101 et.seq. period prior to the Closing Date;Closing, including without limitation, any retroactive denial of claims, civil monetary penalties or any gain on sale that may be recognized by any of the foregoing as a result of the transactions, contemplated herein; or (jix) any obligation other liabilities or liability obligations of Seller any nature relating to the operations of the Business or the Stockholders for occurrence of any event on or before the expenses incurred in preparing or negotiating this Agreement and consummating the transactions contemplated hereunder. Seller and Stockholders, jointly and severally, agree to discharge and indemnify, defend and hold harmless Buyer, BI, and their respective officers, directors, employees, agents, and stockholders from all Unassumed LiabilitiesClosing, whether known or not known, liquidated determined as of the Closing or contingentunknown or undetermined as of the Closing.

Liabilities Not Assumed. Notwithstanding the assumption Section 4 of liabilities ----------------------- referred to in the foregoing Section 1.5this Agreement, Buyer and Buyer's Permitted Assigns shall not assume directly or indirectly assume, pay, perform, discharge or be deemed to have assumed responsible for any of the liabilities or obligations of Seller or any kind together of the Partnerships or any of their respective affiliates, whether liquidated or unliquidated, known or unknown, actual or inchoate, accrued, contingent or otherwise, which are identified below (the "Unassumed Excluded Liabilities"): 5.1 Any liabilities or obligations incurred, arising from or out of, or in connection with or as a result of, any alleged or actual defect, or any alleged or actual breach of warranty (whether express or implied), including, without limitation: (a) any public or other liability claims with respect to any portion of the Business and affairs of Seller and Real Property (including all improvements thereon) worked on by Seller, the acts and omission of its officers, directors, employees, and agents before the Closing date; (b) any obligation Partnerships or liability of Seller to any of the Stockholders their respective contractors, subcontractors or any other officer or director of Seller; (c) any obligation or liability for Federal, State, local or foreign income taxes; (d) any obligation or liability arising out of or relating, directly or indirectly, to the operation of Seller's Business prior to the Closing Date, including any rebates, discounts, offsets or concessions attributable to amounts invoiced to Sellers clients affiliates prior to the Closing Date; (e) any obligation 5.2 Any liabilities or liability to Seller's employees for salaryobligations incurred, wages arising from or other compensation or benefits, including any obligation or liability with respect to retirement plans, sick and holidays time and pay, including any liabilities of Seller contemplated by this Agreement; (f) any liabilities of Seller 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 toor in connection with or as a result of, any claim, action, disputesuit, litigation, arbitration or litigation involving administrative or other proceeding made by or against Seller or any of the operation of Seller's Business before the Closing Date; Partnerships either (ia) any liability of Seller for fines, penalties, or damages payable to any government or governmental agency or instrumentality involving the operation of Seller's Business before the Closing Date, includingor (b) after the Closing Date with respect to events which occurred or conditions which existed before the Closing Date (except, but not limited toin the case of clause (b) hereof only, any for such liabilities and obligations which have been expressly assumed by Buyer pursuant to Section 4 of this Agreement); 5.3 Any obligation, liability or expense of Seller or any of the Partnerships for finestaxes (other than property taxes relating to the Real Property or any other real estate assets included in the Assets to be transferred to Buyer pursuant to Section 1 hereof); 5.4 Any obligation, penalties, liability or damages payable expense relating to any government or governmental agency or instrumentality arising out of the Excluded Assets; 5.5 Any liabilities or obligations of Seller or any violation of 8 USC 1101 et.seq. prior to the Partnerships which are incurred or arise after the Closing DateDate from, or out of, or in connection with, this Agreement; 5.6 Any liabilities or obligations of Seller to its shareholders in respect of their ownership interest in Seller, or any of the Partnerships to their respective Partners; 5.7 Any liabilities or obligations for indebtedness secured by mortgages, deeds of trust or other liens or security interests on or in the Assets, which indebtedness is non-recourse to Seller or the Partnerships (jas applicable) any obligation or liability as to which Seller or the Partnerships (as applicable) are not directly or indirectly liable or as to which Seller or the Partnerships (as applicable) do not provide credit support; 5.8 Any liabilities or obligations of Seller or the Stockholders for the Partnerships, or costs and expenses incurred in preparing connection with them, to the extent Seller or negotiating this Agreement the Partnerships have the right to be indemnified or reimbursed by an insurer or other third party with respect to such liabilities or obligations; and 5.9 Those liabilities and consummating the transactions contemplated hereunder. Seller and Stockholders, jointly and severally, agree to discharge and indemnify, defend and hold harmless Buyer, BI, and their respective officers, directors, employees, agents, and stockholders from all Unassumed Liabilities, whether or not known, liquidated or contingentobligations set forth on Schedule 5.9 hereto.