Common use of Liabilities Not Assumed Clause in Contracts

Liabilities Not Assumed. Notwithstanding anything in this ------------------------ Agreement to the contrary, the Buyer will not assume or perform any liabilities or obligations not specifically contemplated by Section 1.3 hereof including, without limitation, any of the following obligations and liabilities: (a) any liability or obligation of the Industries Group for Taxes based on or measured by any income or gain realized by the Industries Group upon the transfer of the Transferred Assets hereunder, or for Taxes applicable for all periods ending on or before the Closing Date; (b) any liability or obligation of the Industries Group 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 Industries Group or to which the Industries Group contributes or any liability with respect to any other pension, benefit or profit sharing plan of the Industries Group or the termination of any such plan; (c) other than as set forth in Section 5.2, any liability or obligation of the Industries Group for making payments of any kind (including as a result of the sale of Transferred Assets or as a result of the termination of employment by the Industries Group of employees or other labor claims) to employees of the Industries Group or in respect of payroll taxes for employees of the Industries Group, including without limitation any liabilities or obligations of the Industries Group arising under or with respect to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Worker Adjustment and Retaining Notification Act ("WARN") and the Occupational Safety and Health Act ("OSHA"); (d) any liability or obligation of the Industries Group with respect to any claims or actions arising under or relating to any Environmental Laws (as defined in Section 3.16), 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 (as defined in Section 3.16); (e) any liability or obligation of the Industries Group with respect to the litigation described under item 2 of Schedule 3.13; (f) any liability or obligation of the Seller arising under any of the letters (the "Indemnity Letters") provided by the Seller to certain of its customers whereby the Seller agreed to indemnify and hold harmless such customers against any and all claims, expenses, losses and/or damages assessed against such customers or their customers in a suit brought for infringement of United States Letters, Patent No. 5,366,510 because of the purchase or use by such customers of the Seller's IVX-1664 commercialized as BLUE-J(R) INDI-GO POWDER, but only with respect to sales or distributions of such product by the Seller or its affiliates prior to the Closing; and (g) except as assumed pursuant to Section 1.3(A), (B) or (C), any liability or obligation of the Industries Group arising out of the Industries Group's conduct of the Business or any other business of the Industries Group prior to the Closing.

Liabilities Not Assumed. Notwithstanding anything in this ------------------------ Agreement to the contrary, the Buyer The Purchaser will not assume or perform have any liabilities or obligations not specifically contemplated by Section 1.3 hereof including, without limitation, any responsibility with respect to the following Liabilities (the "Excluded Liabilities") of the following obligations Sellers, which are excluded and liabilitiesshall not be assumed or discharged by the Purchaser: (ai) any liability or obligation Liabilities and obligations of the Industries Group Sellers (or any consolidated, affiliated or unitary group of which either Seller is a member) with respect to Income Taxes for Taxes based on or measured by any income or gain realized by the Industries Group upon the transfer of the Transferred Assets hereunderperiod, or for Sales Taxes applicable for all periods ending on or before properly due and payable at any time prior to the Closing Date; (bii) any liability or obligation Liabilities of the Industries Group Sellers to any Affiliate of the Sellers except for current wages, accrued bonuses and benefits (other than those relating to the Phantom Stock Plan); (iii) any Liabilities arising out of or in connection with the Company's Phantom Stock Plan; (iv) any Liabilities and obligations arising out of or in connection with the withdrawal of the Company from the Central States Southeast and Southwest Areas Pension Fund; (v) except with respect to the Employee Benefit Plans to be assumed by the Purchaser pursuant to Section 5I hereto, any Liabilities, obligations or responsibilities relating to or arising under 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 Industries Group or to which the Industries Group contributes or any liability with respect to any other pension, benefit or profit sharing plan of the Industries Group or the termination of any such plan; (c) other than as set forth in Section 5.2, any liability or obligation of the Industries Group for making payments of any kind (including as a result of the sale of Transferred Assets or as a result of the termination of employment by the Industries Group of employees or other labor claims) to employees of the Industries Group or in respect of payroll taxes for employees of the Industries Group, including without limitation any liabilities or obligations of the Industries Group arising under or with respect to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Worker Adjustment and Retaining Notification Act ("WARN") and the Occupational Safety and Health Act ("OSHA"); (d) any liability or obligation of the Industries Group with respect to any claims or actions arising under or relating to any Environmental Laws (as defined in Section 3.163(3) of ERISA) or any other employee benefit plan, program or arrangement at any time maintained or contributed to by the Company or any trade or business (whether or not incorporated) which is or has ever been under common control, or which is or has ever been treated as a single employer, with the Company under Section 414 of the Code (an "ERISA Affiliate"), or related common law theorieswith respect to which the Company or any ERISA Affiliate has any Liability or potential Liability; (vi) any Liabilities relating to the Excluded Assets; (vii) any Liabilities of the Sellers with respect to Indebtedness (other than up to $2,106,000 of obligations under the IRB); (viii) any Liabilities relating to the capital stock of the Sellers or any stockholders or other agent to which either of the Sellers is party; (ix) any Liabilities of the Sellers correlating to amounts required to be paid by the Sellers pursuant to Section 1E or incurred in connection with the completion of the transactions contemplated hereby, including third party claims the fees and expenses of Mann, Xxxxxxxxx & Xppexxxx; (x) any liability or obligation for any penalties, fines, expenses, costs, losses, claims or damages Liabilities and obligations arising out of or resulting from in connection with any generation, storage, treatment, handling, disposal or release of Hazardous Materials (as defined in Section 3.16)oral pension arrangements; (exi) any liability or obligation of the Industries Group Liabilities and obligations in connection with respect to the litigation described under item 2 of Schedule 3.13; (f) any liability or obligation of the Seller arising under any of the letters (the "Indemnity Letters") provided by the Seller to certain of its customers whereby the Seller agreed to indemnify and hold harmless such customers against any and all claimsGay Lanex x. Xxxm Xxxxx, expensesXxc., losses and/or damages assessed against such customers or their customers in a suit brought for infringement of United States Letters, Patent Case No. 5,366,510 because of the purchase X-0-00-000, Xxxxxx Xxxxxx Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxxxxx xx Ohio, or use by such customers of the Seller's IVX-1664 commercialized as BLUE-J(RSylvxx Xxxxxxxxxx x. Adam Xxxxx, Xxc., EEOC Charge No. 221990240, OCRC Charge No. 25103198 (27457) INDI-GO POWDER112598, but only with respect to sales or distributions of such product by the Seller or its affiliates prior to the Closing; and (g) except as assumed pursuant to Section 1.3(A), (B) or (C), any liability or obligation of the Industries Group arising out of the Industries Group's conduct of the Business or any other business claims asserted by either Gay Laney or Sylvxx Xxxxxxxxxx; xxd (xii) without limitation by the specific enumeration of the Industries Group prior foregoing, any Liabilities not assumed by the Purchaser pursuant to the Closing.provisions of Section 1C. The assumption by the Purchaser of said Liabilities shall not create any third party beneficiary rights. The Sellers shall pay and discharge when due out of their own funds, with no right of contribution or recourse against the assets of the Purchaser, or contest in good faith at no cost or expense to the Purchaser or its Affiliates, all of those Liabilities of the Sellers which the Purchaser has not agreed to assume pursuant to the provisions of this Section 1D.

Liabilities Not Assumed. Notwithstanding anything The Company, following the contribution of the Facilities Assets, shall assume only those liabilities and obligations specified in this ------------------------ Agreement to Section 1.6 above. Without limiting the contrarygenerality of the foregoing sentence, the Buyer will Company shall not assume or perform any liabilities or obligations not specifically contemplated by Section 1.3 hereof including, without limitation, any of and Xxxxxxxxx shall retain and be responsible for the following obligations and liabilities:liabilities to the extent they relate to Xxxxxxxxx (each reference in this Section 1.7 to Xxxxxxxxx shall include Xxxxxxxxx and its affiliates): (a) any liability and all obligations for the payment of any long term debt existing at the Closing Date (including the current portion thereof) relating to Xxxxxxxxx and whether or obligation not set forth on the Xxxxxxxxx Balance Sheet; (b) any and all accrued interest payable by Xxxxxxxxx in respect of the Industries Group for Taxes based on or measured by any income or gain realized by the Industries Group upon the transfer of the Transferred Assets hereunder, or for Taxes applicable for all periods ending on or before through the Closing Date; (b) any liability or obligation of the Industries Group 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 Industries Group or to which the Industries Group contributes or any liability with respect to any other pension, benefit or profit sharing plan of the Industries Group or the termination of any such plan; (c) liabilities or obligations of Xxxxxxxxx arising under Medicare, Medicaid, Blue Cross or other than as set forth in Section 5.2, any liability or obligation of comparable third party payor programs (the Industries Group "Government Reimbursement Programs") for making payments of any kind (including periods through the Closing Date and as a result of the sale of Transferred Assets or as a result consummation of the termination of employment by the Industries Group of employees or other labor claims) to employees of the Industries Group or in respect of payroll taxes for employees of the Industries Grouptransactions contemplated herein, including without limitation reimbursement recapture or any liabilities or obligations of the Industries Group arising under or with respect to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Worker Adjustment and Retaining Notification Act ("WARN") and the Occupational Safety and Health Act ("OSHA")other adjustments; (d) any liability liabilities or obligation obligations for Taxes (as hereinafter defined) of Xxxxxxxxx in respect of periods prior to the Closing Date or resulting from the consummation of the Industries Group with respect to transactions contemplated; (e) liabilities under any Employee Benefit Plan (as hereinafter defined) of Xxxxxxxxx; and liabilities for any and all EEOC, wage and hour, unemployment compensation, employee medical or workers' compensation claims or actions arising under or relating to periods prior to the Closing Date; (f) except as provided in Section 4.6 below, liabilities or obligations for any and all workers' compensation, health, disability or other benefits due to or for the benefit of any employees of Xxxxxxxxx (or their covered dependents); (g) liabilities arising out of or in connection with claims, litigations or proceedings described in Section 2.16, and claims, litigations or proceedings (whether instituted prior to or after the Closing Date) for acts or omissions which allegedly occurred prior to or at the Closing Date; (h) liabilities attributable to legal, accounting or brokerage fees, and similar costs incurred by Xxxxxxxxx related to the contribution of any of the Facilities Assets; (i) except as expressly set forth herein, liabilities arising from Xxxxxxxxx'x assignment and the Company's assumption of the Assumed Liabilities; (j) liabilities for the payment by Xxxxxxxxx of any deductibles, copayments or other self-insurance requirements relating to events occurring prior to the Closing Date; (k) any and all liabilities respecting any intercompany transactions of Xxxxxxxxx, whether or not such transaction relates to the provision of goods and services, tax sharing arrangements, payment arrangements, intercompany charges or balances, or the like; (l) except for Assumed Liabilities, any and all actual or contingent liabilities or obligations of or demands upon Xxxxxxxxx arising from acts or omissions of Xxxxxxxxx (actual or alleged) prior to the Closing Date; (m) all liabilities arising out of or in connection with the existence of Materials of Environmental Concern (as hereinafter defined) upon, about, beneath or migrating to or from any of the Real Property on or before the Closing Date or the existence on or before the Closing Date of any Environmental Claim (as hereinafter defined) or any violation of any Environmental Laws (as defined in Section 3.16), hereinafter defined) pertaining to such Real Property or related common law theories, including third party claims and the operation of the UHS Facilities by Xxxxxxxxx or 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 (as defined in Section 3.16)other business operated therefrom; (en) any liability of Xxxxxxxxx which allegedly occurred out of any negligence, medical malpractice or obligation of similar acts or omissions which allegedly occurred prior to the Industries Group Closing Date; (o) sales, income, franchise, use and other taxes payable with respect to the litigation described under item 2 business or operations of Schedule 3.13Xxxxxxxxx through the Closing Date or the transactions contemplated hereby; (fp) any liability except as expressly set forth herein, liabilities for rights or obligation of the Seller arising remedies claimed by third parties under any of the letters (Assumed Liabilities which broaden or vary the "Indemnity Letters") provided by rights and remedies such third parties would have had against Xxxxxxxxx if the Seller to certain of its customers whereby the Seller agreed to indemnify and hold harmless such customers against any and all claims, expenses, losses and/or damages assessed against such customers or their customers in a suit brought for infringement of United States Letters, Patent No. 5,366,510 because contribution of the purchase or use by such customers of the Seller's IVX-1664 commercialized as BLUE-J(R) INDI-GO POWDER, but only with respect Facilities Assets were not to sales or distributions of such product by the Seller or its affiliates prior to the Closingoccur; and (gq) except as assumed pursuant liabilities on account of those liens or mortgages set forth on Schedule 1.7(g). --------------- With respect to Section 1.3(A)Subsection 1.7(m) above, for a period of five (B5) years from and after the Closing Date, in the event that it cannot be proven that the event giving rise to a Subsection 1.7(m) liability occurred after the Closing Date then it shall be presumed to have occurred on or before the Closing Date and Xxxxxxxxx can rebut this presumption with a Phase I environmental study. From and after five (C)5) years following the Closing Date, any the presumption shall shift and thereafter all events giving rise to a Subsection 1.7(m) liability or obligation of shall be presumed to have occurred from and after the Industries Group arising out of the Industries Group's conduct of the Business or any other business of the Industries Group prior to the ClosingClosing Date.

Liabilities Not Assumed. Notwithstanding anything Except for the liabilities and obligations specifically assumed pursuant to and identified in this ------------------------ Agreement to the contrarySection 1.2.2, the Buyer PEI will not assume or perform assume, will not take the Purchased Assets subject to and will not be liable for, any liabilities or obligations not specifically contemplated by Section 1.3 hereof includingof any kind or nature, without limitationwhether absolute, contingent, accrued, known or unknown, whenever arising, of any of the following obligations and liabilitiesSeller Parties (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 liability or obligation of the Industries Group for Taxes based on Seller Parties or measured by any income against PEI or gain realized by its Affiliates as successor(s) to the Industries Group upon Business with respect to the transfer Purchased Assets or conduct of the Transferred Assets hereunder, or for Taxes applicable for all periods ending on or before Business prior to the Closing Date; (b) any liability or obligation of the Industries Group 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 Industries Group or to which the Industries Group contributes or any liability with respect to any other pension, benefit or profit sharing plan of the Industries Group or the termination of any such plan; (c) other than as set forth in Section 5.2, any liability or obligation of the Industries Group for making payments of any kind (including as a result of the sale breach of Transferred Assets or as a result any Contract by any of the termination of employment Seller Parties prior to the Closing Date or the violation by the Industries Group of employees or other labor claims) to employees any of the Industries Group Seller Parties of any applicable Law prior to the Closing Date, whether asserted before or in respect after the Closing Date *****. (b) Any liability for indebtedness for borrowed money of payroll taxes for employees any of the Industries GroupSeller Parties, except as expressly provided for in Section 1.2.2(c), including without limitation any liabilities amounts owed to Hirsch and James for loans in the amount of $232,950 eacx, xx amounxx xxed to Califa in the amount of $1,100,160. (c) Liabilities or obligations (whether assessed or unassessed) of any of the Industries Group Seller Parties for any Taxes, including any Taxes arising under by reason of the transactions contemplated herein, for any period or with respect portion thereof ending on or prior to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA")Closing Date, the Worker Adjustment and Retaining Notification Act ("WARN") and the Occupational Safety and Health Act ("OSHA");except as expressly provided for in Section 6.6. (d) Fees and expenses of any liability or obligation of the Industries Group Seller Parties incurred in connection with respect to any claims or actions arising under or relating to any Environmental Laws (as defined the transactions contemplated in Section 3.16), 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 (as defined in Section 3.16);this Agreement. (e) Liabilities or obligations to former or current officers, directors, shareholders, employees, Affiliates or Associates of any liability or obligation of the Industries Group Seller Parties, including any severance arrangements of employees of Califa not employed by PEI following the Closing in accordance with respect Section 7.4 and any intercompany loans not discharged prior to the litigation described under item 2 of Schedule 3.13;Closing. (f) Liabilities or obligations of any liability or obligation of the Seller Parties incurred in connection with or arising under out of any of the letters (the "Indemnity Letters") real property lease, except as provided by the Seller to certain of its customers whereby the Seller agreed to indemnify and hold harmless such customers against any and all claims, expenses, losses and/or damages assessed against such customers or their customers in a suit brought for infringement of United States Letters, Patent No. 5,366,510 because of the purchase or use by such customers of the Seller's IVX-1664 commercialized as BLUE-J(R) INDI-GO POWDER, but only with respect to sales or distributions of such product by the Seller or its affiliates prior to the Closing; andSection 1.2.2(d). (g) except as assumed pursuant to Section 1.3(A), (B) Liabilities or (C), any liability or obligation of the Industries Group obligations arising out of the Industries Group's conduct any of the Business Seller Parties' obligations to MediaPath LLC, a Connecticut limited liability company ("MediaPath") and/or James Cofer, an individual ("Cofer") under that certain Xxxxxxxx Xxreement dated March 15, 1999 between Califa and Cofer (the "Services Agreement"), which was assigned to xxx xssumed 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 agreexxxx between Califa and Echostar. (h) Liabilities or obligations arising out of any other business of the Industries Group prior Sellers Parties' obligations to MediaPath and/or Cofer under that certain indemnification agreement betwexx Xxlifa and Cofer executed contemporaneously with the Closingexecution of txx Xxrvices 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. Notwithstanding anything Other than the Assumed Liabilities ----------------------- referred to in this ------------------------ Agreement to the contraryforegoing Section 1.6, the Buyer will shall not assume or perform be deemed to have assumed any of the liabilities or obligations not specifically contemplated by Section 1.3 hereof of Seller (the "Unassumed Liabilities"), including, without limitation, any of the following obligations and liabilities: (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 either before or after the Closing Date ; (b) any obligation or liability of Seller to the Stockholder or any other officer or director of Seller; (c) any obligation or liability for Federal, State, local, foreign income or other taxes; (d) any obligation or liability arising out of or relating, directly or indirectly, to the operation of the Industries Group for Taxes based on Business prior to the Closing Date, including any rebates, discounts, offsets or measured by any income or gain realized by the Industries Group upon the transfer of the Transferred Assets hereunder, or for Taxes applicable for all periods ending on or before concessions attributable to amounts invoiced to Seller's clients prior to the Closing Date; (be) any obligation or liability to Seller's employees for salary, wages or other compensation or benefits including, but not limited to, vacation, sick and holiday time and pay; (f) any obligation or liability (including, but not limited to, any liability with respect to the Consolidated Omnibus Reconciliation Act of 1985, as amended, or state continuation coverage law) with respect to any pension, retirement, 401(k), savings, profit sharing or other Employee Benefit Plan (as defined in Section 2.12), including, but not limited to, any Employee Benefit Plan of the Industries Seller or a member of the Controlled Group arising out of Corporations (as defined in Section 2.12) or any "employee benefit multiemployer plan," as such term is defined by in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), established or maintained by the Industries Group or to which the Industries Group contributes or any liability with respect to any other pension, benefit or profit sharing plan of the Industries Group or the termination of any such planamended; (c) other than as set forth in Section 5.2, any liability or obligation of the Industries Group for making payments of any kind (including as a result of the sale of Transferred Assets or as a result of the termination of employment by the Industries Group of employees or other labor claims) to employees of the Industries Group or in respect of payroll taxes for employees of the Industries Group, including without limitation any liabilities or obligations of the Industries Group arising under or with respect to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Worker Adjustment and Retaining Notification Act ("WARN") and the Occupational Safety and Health Act ("OSHA"); (d) any liability or obligation of the Industries Group with respect to any claims or actions arising under or relating to any Environmental Laws (as defined in Section 3.16), 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 (as defined in Section 3.16); (e) any liability or obligation of the Industries Group with respect to the litigation described under item 2 of Schedule 3.13; (f) any liability or obligation of the Seller arising under any of the letters (the "Indemnity Letters") provided by the Seller to certain of its customers whereby the Seller agreed to indemnify and hold harmless such customers against any and all claims, expenses, losses and/or damages assessed against such customers or their customers in a suit brought for infringement of United States Letters, Patent No. 5,366,510 because of the purchase or use by such customers of the Seller's IVX-1664 commercialized as BLUE-J(R) INDI-GO POWDER, but only with respect to sales or distributions of such product by the Seller or its affiliates prior to the Closing; and (g) except as assumed pursuant to Section 1.3(A)any liability arising out of, (B) or (C)and any expenses relating to, any liability claim, action, dispute, or obligation of litigation involving the Industries Group arising out of the Industries Group's conduct operation of the Business before the Closing Date; (i) any obligation or any other business liability of Seller or the Industries Group prior Stockholder for the expenses incurred in preparing or negotiating this Agreement and consummating the transactions contemplated hereunder. Seller, and Stockholder, jointly and severally, agree to the Closingdischarge and indemnify, defend and hold Buyer and their respective affiliates, officers, directors, employees, agents, and stockholders harmless from all Unassumed Liabilities (including reasonable attorneys' fees), whether or not known, liquidated or contingent.

Liabilities Not Assumed. Notwithstanding anything The Company, following the contribution of the Facilities Assets, shall assume only those liabilities and obligations specified in this ------------------------ Agreement to Section 1.6 above. Without limiting the contrarygenerality of the foregoing sentence, the Buyer will Company shall not assume or perform any liabilities or obligations not specifically contemplated by Section 1.3 hereof including, without limitation, any of and Summxxxxx xxxll retain and be responsible for the following obligations and liabilities:liabilities to the extent they relate to Summxxxxx (xxch reference in this Section 1.7 to Summxxxxx xxxll include Summxxxxx xxx its affiliates): (a) any liability and all obligations for the payment of any long term debt existing at the Closing Date (including the current portion thereof) relating to Summxxxxx xxx whether or obligation not set forth on the Summxxxxx Xxxance Sheet; (b) any and all accrued interest payable by Summxxxxx xx respect of the Industries Group for Taxes based on or measured by any income or gain realized by the Industries Group upon the transfer of the Transferred Assets hereunder, or for Taxes applicable for all periods ending on or before through the Closing Date; (b) any liability or obligation of the Industries Group 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 Industries Group or to which the Industries Group contributes or any liability with respect to any other pension, benefit or profit sharing plan of the Industries Group or the termination of any such plan; (c) liabilities or obligations of Summxxxxx xxxsing under Medicare, Medicaid, Blue Cross or other than as set forth in Section 5.2, any liability or obligation of comparable third party payor programs (the Industries Group "Government Reimbursement Programs") for making payments of any kind (including periods through the Closing Date and as a result of the sale of Transferred Assets or as a result consummation of the termination of employment by the Industries Group of employees or other labor claims) to employees of the Industries Group or in respect of payroll taxes for employees of the Industries Grouptransactions contemplated herein, including without limitation reimbursement recapture or any liabilities or obligations of the Industries Group arising under or with respect to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Worker Adjustment and Retaining Notification Act ("WARN") and the Occupational Safety and Health Act ("OSHA")other adjustments; (d) any liability liabilities or obligation obligations for Taxes (as hereinafter defined) of Summxxxxx xx respect of periods prior to the Closing Date or resulting from the consummation of the Industries Group with respect to transactions contemplated; (e) liabilities under any Employee Benefit Plan (as hereinafter defined) of Summxxxxx; xxd liabilities for any and all EEOC, wage and hour, unemployment compensation, employee medical or workers' compensation claims or actions arising under or relating to periods prior to the Closing Date; (f) except as provided in Section 4.6 below, liabilities or obligations for any and all workers' compensation, health, disability or other benefits due to or for the benefit of any employees of Summxxxxx (xx their covered dependents); (g) liabilities arising out of or in connection with claims, litigations or proceedings described in Section 2.16, and claims, litigations or proceedings (whether instituted prior to or after the Closing Date) for acts or omissions which allegedly occurred prior to or at the Closing Date; (h) liabilities attributable to legal, accounting or brokerage fees, and similar costs incurred by Summxxxxx xxxated to the contribution of any of the Facilities Assets; (i) except as expressly set forth herein, liabilities arising from Summxxxxx'x xxxignment and the Company's assumption of the Assumed Liabilities; (j) liabilities for the payment by Summxxxxx xx any deductibles, copayments or other self-insurance requirements relating to events occurring prior to the Closing Date; (k) any and all liabilities respecting any intercompany transactions of Summxxxxx, xxether or not such transaction relates to the provision of goods and services, tax sharing arrangements, payment arrangements, intercompany charges or balances, or the like; (l) except for Assumed Liabilities, any and all actual or contingent liabilities or obligations of or demands upon Summxxxxx xxxsing from acts or omissions of Summxxxxx (xxtual or alleged) prior to the Closing Date; (m) all liabilities arising out of or in connection with the existence of Materials of Environmental Concern (as hereinafter defined) upon, about, beneath or migrating to or from any of the Real Property on or before the Closing Date or the existence on or before the Closing Date of any Environmental Claim (as hereinafter defined) or any violation of any Environmental Laws (as defined in Section 3.16), hereinafter defined) pertaining to such Real Property or related common law theories, including third party claims and the operation of the UHS Facilities by Summxxxxx xx 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 (as defined in Section 3.16)other business operated therefrom; (en) any liability of Summxxxxx xxxch allegedly occurred out of any negligence, medical malpractice or obligation of similar acts or omissions which allegedly occurred prior to the Industries Group Closing Date; (o) sales, income, franchise, use and other taxes payable with respect to the litigation described under item 2 business or operations of Schedule 3.13Summxxxxx xxxough the Closing Date or the transactions contemplated hereby; (fp) any liability except as expressly set forth herein, liabilities for rights or obligation of the Seller arising remedies claimed by third parties under any of the letters (Assumed Liabilities which broaden or vary the "Indemnity Letters") provided by rights and remedies such third parties would have had against Summxxxxx xx the Seller to certain of its customers whereby the Seller agreed to indemnify and hold harmless such customers against any and all claims, expenses, losses and/or damages assessed against such customers or their customers in a suit brought for infringement of United States Letters, Patent No. 5,366,510 because contribution of the purchase or use by such customers of the Seller's IVX-1664 commercialized as BLUE-J(R) INDI-GO POWDER, but only with respect Facilities Assets were not to sales or distributions of such product by the Seller or its affiliates prior to the Closingoccur; and (gq) except as assumed pursuant liabilities on account of those liens or mortgages set forth on Schedule 1.7(g). With respect to Section 1.3(A)Subsection 1.7(m) above, for a period of five (B5) years from and after the Closing Date, in the event that it cannot be proven that the event giving rise to a Subsection 1.7(m) liability occurred after the Closing Date then it shall be presumed to have occurred on or before the Closing Date and Summxxxxx xxx rebut this presumption with a Phase I environmental study. From and after five (C)5) years following the Closing Date, any the presumption shall shift and thereafter all events giving rise to a Subsection 1.7(m) liability or obligation of shall be presumed to have occurred from and after the Industries Group arising out of the Industries Group's conduct of the Business or any other business of the Industries Group prior to the ClosingClosing Date.

Liabilities Not Assumed. Notwithstanding anything Newco UHS-1, Newco Q-1 and the Company, following the Merger, shall assume only those liabilities and obligations specified in this ------------------------ Agreement to Section 1.6 above. Without limiting the contrarygenerality of the foregoing sentence, neither Xxxxx XXX-0, Xxxxx Q-1 nor the Buyer will not Company shall assume or perform any liabilities or obligations not specifically contemplated by Section 1.3 hereof including, without limitation, any of and each Party shall retain and be responsible for the following obligations and liabilities:liabilities to the extent they relate to such Party (except to the extent reflected in the calculation of the Working Capital Shortage) (each reference in this Section 1.7 to a Party shall include such Party and its affiliates): (a) any liability and all obligations for the payment of any long term debt existing at the Closing Date (including the current portion thereof) relating to a Party and whether or obligation of not set forth on the Industries Group for Taxes based on or measured by Balance Sheets; (b) any income or gain realized by the Industries Group upon the transfer of the Transferred Assets hereunder, or for Taxes applicable for and all periods ending on or before accrued interest through the Closing Date; (b) any liability or obligation of the Industries Group 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 Industries Group or to which the Industries Group contributes or any liability with respect to any other pension, benefit or profit sharing plan of the Industries Group or the termination of any such plan; (c) liabilities or obligations of a Party arising under Medicare, Medicaid, Blue Cross or other than as set forth in Section 5.2, any liability or obligation of comparable third party payor programs (the Industries Group "Government Reimbursement Programs") for making payments of any kind (including periods through the Closing Date and as a result of the sale of Transferred Assets or as a result consummation of the termination of employment by the Industries Group of employees or other labor claims) to employees of the Industries Group or in respect of payroll taxes for employees of the Industries Grouptransactions contemplated herein, including without limitation reimbursement recapture or any liabilities or obligations of the Industries Group arising under or with respect to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Worker Adjustment and Retaining Notification Act ("WARN") and the Occupational Safety and Health Act ("OSHA")other adjustments; (d) any liability liabilities or obligation obligations for Taxes (as hereinafter defined) of a Party in respect of periods prior to the Closing Date or resulting from the consummation of the Industries Group with respect to transactions contemplated; (e) liabilities under any Employee Benefit Plan (as hereinafter defined) of a Party; and liabilities for any and all EEOC, wage and hour, unemployment compensation, employee medical or workers' compensation claims or actions arising under or relating to periods prior to the Closing Date; (f) except as provided in Section 4.6 below, liabilities or obligations for any and all workers' compensation, health, disability or other benefits due to or for the benefit of any employees of a Party (or their covered dependents); (g) liabilities arising out of or in connection with claims, litigations or proceedings described in Section 2.16, and claims, litigations or proceedings (whether instituted prior to or after the Closing Date) for acts or omissions which allegedly occurred prior to or at the Closing Date; (h) liabilities attributable to legal, accounting or brokerage fees, and similar costs incurred by a Party related to the contribution of any of the Facilities Assets; (i) except as expressly set forth herein, liabilities arising from a Party's assignment and the Company's assumption of the Assumed Liabilities; (j) liabilities for the payment by a Party of any deductibles, copayments or other self-insurance requirements relating to events occurring prior to the Closing Date; (k) any and all liabilities respecting any intercompany transactions of the Parties, whether or not such transaction relates to the provision of goods and services, tax sharing arrangements, payment arrangements, intercompany charges or balances, or the like; (l) except for Assumed Liabilities, any and all actual or contingent liabilities or obligations of or demands upon a Party arising from acts or omissions of either of the Parties (actual or alleged) prior to the Closing Date; (m) all liabilities arising out of or in connection with the existence of Materials of Environmental Concern (as hereinafter defined) upon, about, beneath or migrating to or from any of the Real Property on or before the Closing Date or the existence on or before the Closing Date of any Environmental Claim (as hereinafter defined) or any violation of any Environmental Laws (as defined in Section 3.16), hereinafter defined) pertaining to such Real Property or related common law theories, including third party claims and the operation of the Facilities by a Party or 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 (as defined in Section 3.16)other business operated therefrom; (en) any liability which allegedly occurred out of any negligence, medical malpractice or obligation of similar acts or omissions which allegedly occurred prior to the Industries Group Closing Date; (o) sales, income, franchise, use and other taxes payable with respect to the litigation described under item 2 business or operations of Schedule 3.13a Party through the Closing Date or the transactions contemplated hereby; (fp) any liability except as expressly set forth herein, liabilities for rights or obligation of the Seller arising remedies claimed by third parties under any of the letters (Assumed Liabilities which broaden or vary the "Indemnity Letters") provided by rights and remedies such third parties would have had against either Party if the Seller to certain of its customers whereby the Seller agreed to indemnify and hold harmless such customers against any and all claims, expenses, losses and/or damages assessed against such customers or their customers in a suit brought for infringement of United States Letters, Patent No. 5,366,510 because contribution of the purchase or use by such customers of the Seller's IVX-1664 commercialized as BLUE-J(R) INDI-GO POWDER, but only with respect Facilities Assets were not to sales or distributions of such product by the Seller or its affiliates prior to the Closingoccur; and (gq) except as assumed pursuant liabilities on account of those liens or mortgages set forth on Schedule 1.7(q). --------------- With respect to Section 1.3(A)Subsection 1.7(m) above, for a period of five (B5) years from and after the Closing Date, in the event that it cannot be proven that the event giving rise to a Subsection 1.7(m) liability occurred after the Closing Date then it shall be presumed to have occurred on or before the Closing Date and the Parties can rebut this presumption with a Phase I environmental study. From and after five (C)5) years following the Closing Date, any the presumption shall shift and thereafter all events giving rise to a Subsection 1.7(m) liability or obligation of shall be presumed to have occurred from and after the Industries Group arising out of the Industries Group's conduct of the Business or any other business of the Industries Group prior to the ClosingClosing Date.

Liabilities Not Assumed. Notwithstanding anything Newco UHS-1, Newco Q-1 and the Company, following the Merger, shall assume only those liabilities and obligations specified in this ------------------------ Agreement to Section 1.6 above. Without limiting the contrarygenerality of the foregoing sentence, neither Xxxxx XXX-0, Xxxxx Q-1 nor the Buyer will not Company shall assume or perform any liabilities or obligations not specifically contemplated by Section 1.3 hereof including, without limitation, any of and each Party shall retain and be responsible for the following obligations and liabilities:liabilities to the extent they relate to such Party (except to the extent reflected in the calculation of the Working Capital Shortage) (each reference in this Section 1.7 to a Party shall include such Party and its affiliates): (a) any liability and all obligations for the payment of any long term debt existing at the Closing Date (including the current portion thereof) relating to a Party and whether or obligation of not set forth on the Industries Group for Taxes based on or measured by Balance Sheets; (b) any income or gain realized by the Industries Group upon the transfer of the Transferred Assets hereunder, or for Taxes applicable for and all periods ending on or before accrued interest through the Closing Date; (b) any liability or obligation of the Industries Group 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 Industries Group or to which the Industries Group contributes or any liability with respect to any other pension, benefit or profit sharing plan of the Industries Group or the termination of any such plan; (c) liabilities or obligations of a Party arising under Medicare, Medicaid, Blue Cross or other than as set forth in Section 5.2, any liability or obligation of comparable third party payor programs (the Industries Group "Government Reimbursement Programs") for making payments of any kind (including periods through the Closing Date and as a result of the sale of Transferred Assets or as a result consummation of the termination of employment by the Industries Group of employees or other labor claims) to employees of the Industries Group or in respect of payroll taxes for employees of the Industries Grouptransactions contemplated herein, including without limitation reimbursement recapture or any liabilities or obligations of the Industries Group arising under or with respect to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Worker Adjustment and Retaining Notification Act ("WARN") and the Occupational Safety and Health Act ("OSHA")other adjustments; (d) any liability liabilities or obligation obligations for Taxes (as hereinafter defined) of a Party in respect of periods prior to the Closing Date or resulting from the consummation of the Industries Group with respect to transactions contemplated; (e) liabilities under any Employee Benefit Plan (as hereinafter defined) of a Party; and liabilities for any and all EEOC, wage and hour, unemployment compensation, employee medical or workers' compensation claims or actions arising under or relating to periods prior to the Closing Date; (f) except as provided in Section 4.6 below, liabilities or obligations for any and all workers' compensation, health, disability or other benefits due to or for the benefit of any employees of a Party (or their covered dependents); (g) liabilities arising out of or in connection with claims, litigations or proceedings described in Section 2.16, and claims, litigations or proceedings (whether instituted prior to or after the Closing Date) for acts or omissions which allegedly occurred prior to or at the Closing Date; (h) liabilities attributable to legal, accounting or brokerage fees, and similar costs incurred by a Party related to the contribution of any of the Facilities Assets; (i) except as expressly set forth herein, liabilities arising from a Party's assignment and the Company's assumption of the Assumed Liabilities; (j) liabilities for the payment by a Party of any deductibles, copayments or other self-insurance requirements relating to events occurring prior to the Closing Date; (k) any and all liabilities respecting any intercompany transactions of the Parties, whether or not such transaction relates to the provision of goods and services, tax sharing arrangements, payment arrangements, intercompany charges or balances, or the like; (l) except for Assumed Liabilities, any and all actual or contingent liabilities or obligations of or demands upon a Party arising from acts or omissions of either of the Parties (actual or alleged) prior to the Closing Date; (m) all liabilities arising out of or in connection with the existence of Materials of Environmental Concern (as hereinafter defined) upon, about, beneath or migrating to or from any of the Real Property on or before the Closing Date or the existence on or before the Closing Date of any Environmental Claim (as hereinafter defined) or any violation of any Environmental Laws (as defined in Section 3.16), hereinafter defined) pertaining to such Real Property or related common law theories, including third party claims and the operation of the Facilities by a Party or 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 (as defined in Section 3.16)other business operated therefrom; (en) any liability which allegedly occurred out of any negligence, medical malpractice or obligation of similar acts or omissions which allegedly occurred prior to the Industries Group Closing Date; (o) sales, income, franchise, use and other taxes payable with respect to the litigation described under item 2 business or operations of Schedule 3.13a Party through the Closing Date or the transactions contemplated hereby; (fp) any liability except as expressly set forth herein, liabilities for rights or obligation of the Seller arising remedies claimed by third parties under any of the letters (Assumed Liabilities which broaden or vary the "Indemnity Letters") provided by rights and remedies such third parties would have had against either Party if the Seller to certain of its customers whereby the Seller agreed to indemnify and hold harmless such customers against any and all claims, expenses, losses and/or damages assessed against such customers or their customers in a suit brought for infringement of United States Letters, Patent No. 5,366,510 because contribution of the purchase or use by such customers of the Seller's IVX-1664 commercialized as BLUE-J(R) INDI-GO POWDER, but only with respect Facilities Assets were not to sales or distributions of such product by the Seller or its affiliates prior to the Closingoccur; and (gq) except as assumed pursuant liabilities on account of those liens or mortgages set forth on Schedule 1.7(q). - - - --------------- With respect to Section 1.3(A)Subsection 1.7(m) above, for a period of five (B5) years from and after the Closing Date, in the event that it cannot be proven that the event giving rise to a Subsection 1.7(m) liability occurred after the Closing Date then it shall be presumed to have occurred on or before the Closing Date and the Parties can rebut this presumption with a Phase I environmental study. From and after five (C)5) years following the Closing Date, any the presumption shall shift and thereafter all events giving rise to a Subsection 1.7(m) liability or obligation of shall be presumed to have occurred from and after the Industries Group arising out of the Industries Group's conduct of the Business or any other business of the Industries Group prior to the ClosingClosing Date.

Liabilities Not Assumed. Notwithstanding anything in this ------------------------ Agreement to the contrary, the Buyer will shall not and does not assume any liabilities, obligations or perform commitments of Seller of any liabilities kind, known or obligations not unknown, contingent or otherwise, of whatsoever kind or nature, other than those Assumed Liabilities specifically contemplated by Section 1.3 hereof includingidentified on SCHEDULE 3(b) hereto, without limitation, any of the following obligations and liabilities: which Schedule shall include only (a) any liability or the obligation of Seller under the Industries Group for Taxes based on or measured by any income or gain realized by the Industries Group upon the transfer of the Transferred Assets hereunder, or for Taxes applicable License Agreement to pay royalties to 3M (as to which Seller is responsible for all periods ending on or before the Closing Date; obligations incurred by Seller prior to Closing); (b) any liability or the obligation to pay 3M the balloon payment in the amount of the Industries Group arising out of any "employee benefit plan," as such term is defined by the Employee Retirement Income Security Act of 1974Eleven Thousand Seven Hundred Seventy-Nine Dollars and Seventy-Nine cents ($11,779.79) on January 25, as amended ("ERISA"), established or maintained by the Industries Group or to which the Industries Group contributes or any liability with respect to any other pension, benefit or profit sharing plan of the Industries Group or the termination of any such plan; 1998; (c) other than as set forth in Section 5.2, any liability or obligation the assumption of the Industries Group up to $1,000 for making payments of any kind (including as a result of the sale of Transferred Assets or as a result of the termination of employment by the Industries Group of employees or other labor claims) accrued sick leave and vacation payable to employees of Seller who Buyer may employ following the Industries Group or in respect of payroll taxes for employees of the Industries Group, including without limitation any liabilities or obligations of the Industries Group arising under or with respect to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Worker Adjustment Closing; and Retaining Notification Act ("WARN") and the Occupational Safety and Health Act ("OSHA"); (d) any liability open purchase and/or sales orders of Seller as set forth on SCHEDULE 3(b). Any obligations or obligation commitments of Seller not identified on SCHEDULE 3(b) shall remain the Industries Group with respect to any claims or actions arising under or relating to any Environmental Laws (as defined in Section 3.16), or related common law theories, including third party claims sole responsibility of Seller 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 (as defined in Section 3.16); (e) any liability or obligation of the Industries Group with respect to the litigation described under item 2 of Schedule 3.13; (f) any liability or obligation of the Seller arising under any of the letters (the "Indemnity Letters") provided by the Seller to certain of its customers whereby the Seller agreed to and Xxxxxxxx will jointly and severally indemnify and hold Buyer, its officers, directors and shareholders, and each of them, harmless such customers from and against any and all claimssuch liabilities, expenses or obligations, including, but not limited to, (i) deferred expenses, losses trade account liabilities and capitalized lease; (ii) product liability claims; (iii) liabilities in respect of salaries, employee benefit plans, including obligations to employees for bonus and/or damages assessed against such customers or their customers in a suit brought for infringement of United States Letters, Patent No. 5,366,510 because severance payments upon the sale of the purchase Purchased Assets; (iv) income, sales, transfer or use by such customers of the Seller's IVX-1664 commercialized as BLUE-J(R) INDI-GO POWDERother taxes, but only with respect to sales or distributions of such product by the Seller or its affiliates prior to the Closing; and (g) except as assumed pursuant to Section 1.3(A), (B) or (C), any liability or obligation of the Industries Group including taxes arising out of the Industries Group's conduct transactions contemplated by this Agreement; (v) any claims related to environmental matters; or (vi) legal expenses or other transaction costs associated with the transactions contemplated by this Agreement. Buyer may offer to hire, on its customary basis, any or all of the Business Employees (defined herein), but Buyer shall not assume or be bound by any of Seller's employment contracts or other business obligations with respect to such Employees. Buyer shall have no obligation whatsoever to hire or otherwise employ any or all of the Industries Group prior to the ClosingEmployees.

Liabilities Not Assumed. Notwithstanding anything The Company shall not and does not assume any liabilities, obligations or commitments of any Seller Party of any kind, known or unknown, contingent or otherwise, of whatsoever kind or nature, not specifically included within the Assumed Liabilities, and the same shall remain the sole responsibility of such Seller Party (which liabilities, obligations and commitments are referred to in this ------------------------ Agreement to as the contrary"EXCLUDED LIABILITIES"). The Excluded Liabilities include, without limitation, the Buyer will not assume or perform following liabilities that are expressly excluded from the liabilities and obligations being assumed by the Company pursuant to Section 3(a): (i) any Moulin Debt incurred after the date of this Agreement other than in the ordinary course of business and consistent with prudent business practice; (ii) any liabilities or obligations not specifically contemplated of any Seller Party for the fees and expenses of its counsel, accountants and other professionals and all other expenses incurred by Section 1.3 hereof the Seller Party (including broker's fees) incident to the negotiation, preparation and execution of this Agreement and the performance by the Seller Party of its obligations hereunder; (iii) any liabilities or obligations arising out of or related to local, state, federal or foreign income taxes or assessments, including, without limitation, any such taxes arising by virtue of the following obligations and liabilities:transactions contemplated by this Agreement; (aiv) all sales taxes, including, without limitation, sales and other transfer taxes (including penalties and interest) attributable to, arising out of or resulting from the sale of the Assets, which taxes shall be borne solely by the Seller Party selling the Assets; (v) any liability or obligation obligations of the Industries Group any Seller Party for Taxes based on any product liability or measured by any income similar claim for injury to persons or gain realized by the Industries Group upon the transfer of the Transferred Assets hereunder, property with respect to products sold or for Taxes applicable for all periods ending on or before delivered BEFORE the Closing Date; (bvi) any liability or obligation of the Industries Group 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 Industries Group or to which the Industries Group contributes or any liability with respect to any other pension, benefit or profit sharing plan of the Industries Group or the termination of any such plan; (c) other than as set forth in Section 5.2, any liability or obligation of the Industries Group for making payments of any kind (including as a result of the sale of Transferred Assets or as a result of the termination of employment by the Industries Group of employees or other labor claims) to employees of the Industries Group or in respect of payroll taxes for employees of the Industries Group, including without limitation any liabilities or obligations of the Industries Group arising under or with respect to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA")attributable to, the Worker Adjustment and Retaining Notification Act ("WARN") and the Occupational Safety and Health Act ("OSHA"); (d) any liability or obligation of the Industries Group with respect to any claims or actions arising under or relating to any Environmental Laws (as defined in Section 3.16), 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 (as defined in Section 3.16)distributions by any Seller Party to its shareholders; (evii) except as specifically set forth in Section 3(a)(iv), any liability liabilities or obligation obligations of the Industries Group any Seller Party with respect to employee compensation or employee benefits of any nature, including accrued wages and vacation, owed to any of such Seller Party's employees or former employees or their beneficiaries that arise out of the litigation described under item 2 employment relationship between such Seller Party and any of Schedule 3.13its employees or former employees or the termination of that relationship; (fviii) any liability or obligation of the payroll taxes payable by any Seller arising under any of the letters (the "Indemnity Letters") provided by the Seller to certain of its customers whereby the Seller agreed to indemnify and hold harmless such customers against any and all claims, expenses, losses and/or damages assessed against such customers or their customers in a suit brought for infringement of United States Letters, Patent No. 5,366,510 because of the purchase or use by such customers of the Seller's IVX-1664 commercialized as BLUE-J(R) INDI-GO POWDER, but only with respect to sales or distributions of such product by the Seller or its affiliates prior to the ClosingParty; and (gix) except as assumed pursuant to Section 1.3(A), (B) any liabilities or (C), obligations of any liability or obligation of the Industries Group arising out of the Industries Group's conduct of the Business or Seller Party under any other business of the Industries Group prior to the ClosingExcluded Contract.