Common use of Liabilities Not Being Assumed Clause in Contracts

Liabilities Not Being Assumed. Other than the Assumed Obligations, Buyer shall not be obligated to assume or perform and is not assuming or performing any Liabilities of Seller (collectively, the “Retained Liabilities”), and Seller shall remain responsible for all Retained Liabilities, including the following: (a) all Indebtedness; (b) all Liabilities relating to Excluded Assets; (c) all Liabilities relating to any current or former employees or consultants of Seller or any Employee Benefit Plan of Seller; (d) all Liabilities in respect of Seller’s products or services performed by Seller with respect to the Excluded Assets; (e) all Liabilities relating to compliance with Orders against or related to Seller or the Excluded Assets or other legal requirements of Seller; (f) all Liabilities to any officer, director, equity holder or agent of Seller or its Affiliates; (g) all Liabilities to indemnify, reimburse or advance amounts to any officer, director, stockholder or agent of Seller or its Affiliates; (h) all Liabilities in respect of any pending or threatened litigation against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assets, or any claim arising out of, relating to or otherwise in respect of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assets; and (i) (i) all Liabilities for Taxes arising as a result of or with respect to the Business or the Purchased Assets with respect to any taxable period or portion thereof ending on or prior to the Closing Date (for this purpose, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date), (ii) subject to Section 5.4(a), all Liabilities for Taxes that will arise as a result of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of law.

Liabilities Not Being Assumed. Other than Except for the Assumed Obligations, Buyer the Sellers agree that the Purchasers shall not be obligated to assume or perform and is are not assuming or performing any Liabilities liabilities or obligations of Seller the Sellers, whether known or unknown, fixed or contingent, certain or uncertain (collectively, the “Retained Liabilities”), and Seller the Sellers shall remain responsible for and shall indemnify, defend and hold harmless Purchasers from and against all Retained Liabilities, including which shall include, but not be limited to, the followingfollowing obligations or liabilities of the Sellers: (a) all IndebtednessAny compensation or benefits payable to present or past employees of the Sellers incurred prior to the Closing Date, including without limitation, any liabilities arising under any employee pension or profit sharing plan or other employee benefit plan and any of any Seller’s obligations for vacation, holiday or sick pay, other than (i) the Seller’s obligations for vacation or holiday pay (accrued prior to Closing) and any severance obligations under existing written agreements to those employees of the Sellers who become employees of or consultants to the Purchasers following the Closing, as set forth in Schedule 3.5 and (ii) the severance obligations described in subsection (i) to Section 3.5 above; (b) all Liabilities relating All federal, state, local, foreign or other Taxes related to Excluded Assetsthe operation of the Business or the ownership or use of the Purchased Assets prior to the Closing Date and any Tax liability of the Sellers which is not related to the Business; (c) Any Liens, except for Permitted Liens, on any of the Purchased Assets and all Liabilities relating to any current or former employees or consultants of Seller or any Employee Benefit Plan of Sellerobligations and liabilities secured thereby that are not set forth on Schedule 3.5 hereto; (d) all Liabilities All obligations of the Sellers, either for borrowed money or incurred in respect connection with the purchase, lease or acquisition of Seller’s products or services performed by Seller with respect to the Excluded Assetsany assets, that are not set forth on Schedule 3.5 hereto; (e) all Liabilities relating to compliance with Orders against Any accounts or related to Seller or notes payable of the Excluded Assets or other legal requirements of SellerSellers that are not set forth on Schedule 3.5 hereto; (f) all Liabilities to any officerAny claims, directordemands, equity holder actions, suits or agent of Seller or its Affiliates; (g) all Liabilities to indemnify, reimburse or advance amounts to any officer, director, stockholder or agent of Seller or its Affiliates; (h) all Liabilities in respect of any pending legal proceedings that have been asserted or threatened litigation against Seller, the Business (other than threatened litigation prior to the extent relating to Closing Date against the Purchased Assets) or the Excluded AssetsSellers, or any claim arising out of, relating to or otherwise in respect of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assets; and (i) (i) all Liabilities for Taxes arising as a result of or with respect to the Business or the Purchased Assets with respect or which may be threatened hereafter against the Purchased Assets, the Business or the Purchaser but only to the extent related to (i) the Sellers’ operation of the Business or the ownership or use of the Purchased Assets prior to the Closing Date, or (ii) any taxable period other business or portion thereof ending on non-business activities of the Sellers not related to the Business and conducted prior hereto or hereafter, including, but not limited to, those legal actions or other proceedings set forth in Schedule 3.6(f); and (g) Any obligations under any employment, consulting or non-competition agreement, whether written or oral incurred prior to the Closing Date (for this purpose, with respect to Taxes imposed and that is not set forth on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts Schedule 3.5 and any liabilities or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing obligations arising out of the books method termination by the Sellers of any of its employees in anticipation or as a consequence of, or following, consummation of the close of business on the Closing Date), (ii) subject to Section 5.4(a), all Liabilities for Taxes that will arise as a result of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of lawTransactions.

Liabilities Not Being Assumed. Other than Except for the Assumed Obligations, Seller agrees that Buyer shall not be obligated to assume or perform and is not assuming or performing any Liabilities of Seller (collectively, the “Retained Liabilities”)any, and Seller shall remain responsible for all and shall indemnify, defend (with counsel reasonably acceptable to Buyer and paid for by Seller) and hold harmless Buyer from and against all, liabilities and obligations of Seller, whether known or unknown, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (the "Retained Liabilities"), including which shall include, without limitation, any and all of the followingfollowing obligations or liabilities of Seller: (a) all IndebtednessAny compensation or benefits payable to employees of Seller, other than payroll expenses expressly assumed and listed on Schedule 3.1, including without limitation, any liabilities arising under any employee pension or profit sharing plan or other employee benefit plan or retirement plan and any of Seller's obligations for insurance, sick pay or any non-cash employee compensation arrangement; (b) all Liabilities Subject to the proration of real and personal property taxes at Closing relating to Excluded Assetsthe Purchased Restaurants, all federal, state, local, foreign or other taxes that have arisen out of the Restaurants or may arise hereafter out of Seller's other operations; (c) all Liabilities relating to Any intercompany obligations between Seller and any current of its subsidiaries or former employees or consultants of Seller or any Employee Benefit Plan of Selleraffiliates; (d) Any Liens or Encumbrances on any of the Purchased Assets and all Liabilities in respect of Seller’s products or services performed by Seller with respect to the Excluded Assetsobligations and liabilities secured thereby that are not set forth on Schedule 3.1 hereto; (e) all Liabilities relating to compliance with Orders against or related to Seller or the Excluded Assets or other legal requirements All obligations of Seller, either for borrowed money or incurred in connection with the purchase, lease or acquisition of any assets, that are not set forth on Schedule 3.1 hereto (collectively, the "Retained Debt"); (f) all Liabilities to any officer, director, equity holder Any accounts or agent notes payable of Seller or its Affiliatesthat are not set forth on Schedule 3.1 hereto (the "Retained Payables"); (g) all Liabilities to indemnifyAny claims, reimburse demands, actions, suits or advance amounts to legal proceedings that have arisen or may arise hereafter from or in connection with Seller's operation of the Purchased Restaurants, including, but not limited to, those arising out of any officer, director, stockholder act or agent omission or default of Seller under any Assigned Contracts, regardless of when such liability was incurred or its Affiliateswhen the obligation is asserted, those set forth in Schedule 6.15, or arising from any business or business activities engaged in by Seller other than in connection with the Purchased Restaurants, whether engaged in prior to or after the date hereof, and whether such claims, demands, actions, suits or legal proceedings are presently pending or threatened or are threatened or asserted at any time after the date hereof; (h) all Liabilities in respect of Any obligations under any pending employment or threatened litigation against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assetsconsulting agreement, or any claim union or other organized labor obligation, whether written or oral, that is not listed on Schedule 3.1 and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a consequence of, relating to or otherwise in respect following, consummation of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assetstransactions contemplated hereby; and (i) (i) all Liabilities for Taxes Any obligations or liabilities arising as a result out of or with respect relating to the Business or the Purchased Assets with respect to any taxable period or portion thereof ending on or prior to the Closing Date (for this purpose, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date), (ii) subject to Section 5.4(a), all Liabilities for Taxes that will arise as a result of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of lawExcluded Assets.

Liabilities Not Being Assumed. Other than Except for the Assumed Obligations, ----------------------------- Seller agrees that Buyer shall not be obligated to assume or perform and is not assuming or performing any Liabilities liabilities or obligations of Seller Seller, whether known or unknown, fixed or contingent, certain or uncertain, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (collectively, the “"Retained Liabilities”"), and Seller shall remain responsible for all Retained Liabilities, including which shall include, without limitation, any and all of the followingfollowing obligations or liabilities of Seller: (a) all IndebtednessAny compensation or benefits payable to present or past employees of Seller, including without limitation, any liabilities arising under any employee pension or profit sharing plan or other employee benefit plan and any of Seller's obligations for vacation, holiday or sick pay; (b) all All federal, state, local, foreign or other Taxes (i) that have arisen prior to the Closing Date or may arise thereafter out of the Business, and (ii) for which Seller is or, at any time hereafter, may become liable; provided, however, that the Retained Liabilities relating to Excluded Assets;shall not include any Taxes arising out of the conduct by Buyer, after the Closing Date, of the Business. (c) Any Encumbrances on any of the Purchased Assets and all Liabilities relating to any current or former employees or consultants of Seller or any Employee Benefit Plan of Seller;obligations and liabilities secured thereby that are not set forth on Schedule -------- 2.1 hereto; --- (d) all Liabilities in respect All obligations of Seller’s products , either for borrowed money or services performed by Seller incurred in connection with respect to the Excluded Assets;purchase, lease or acquisition of any assets, that are not set forth on Schedule 2.1 hereto; ------------ (e) all Liabilities relating to compliance with Orders against Any accounts or related to Seller or the Excluded Assets or other legal requirements notes payable of Seller; (f) all Liabilities to any officerAny claims, directordemands, equity holder actions, suits or agent of Seller or its Affiliates; (g) all Liabilities to indemnify, reimburse or advance amounts to any officer, director, stockholder or agent of Seller or its Affiliates; (h) all Liabilities in respect of any pending legal proceedings that have been asserted or threatened litigation prior to the Closing Date against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assets, or any claim arising out of, relating to or otherwise in respect of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assets; and (i) (i) all Liabilities for Taxes arising as a result of or with respect to the Business or the Purchased Assets or which may be threatened hereafter against the Purchased Assets, the Business or Buyer that arises in any way from or in connection with respect to any taxable period or portion thereof ending on or (i) Seller's operation of the Business prior to the Closing Date (for this purpose, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date), (ii) subject to Section 5.4(a)any other business or non-business activities of Seller conducted prior hereto or hereafter, all Liabilities for Taxes including, without limitation, those __________ [*] Confidential Treatment Requested. legal actions or other proceedings set forth in Seller's Disclosure Schedule; ---------------------------- (g) Any obligations under any employment, consulting or non- competition agreement, whether written or oral, that will arise is not listed on Schedule -------- 2.1 and any liabilities or obligations arising out of the termination by Seller --- of any of its employees in anticipation or as a result consequence of, or following, consummation of the transactions contemplated by this Agreementhereby; and (h) [*] described in Schedule 2.2(h) attached hereto (collectively, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of law--------------- [*]).

Liabilities Not Being Assumed. Other than Except for the Assumed Obligations, Buyer the Company agrees that Purchaser shall not be obligated to assume or perform and is not assuming or performing any Liabilities liabilities or obligations of Seller the Company, whether known or unknown, fixed or contingent, certain or uncertain (collectively, the “"Retained Liabilities”"), and Seller the Company shall remain responsible for and shall indemnify, defend (with counsel reasonably acceptable to Purchaser and paid for by the Company) and hold harmless Purchaser from and against all Retained Liabilities, including the following: (a) all Indebtedness; (b) all Liabilities relating to Excluded Assets; (c) all Liabilities relating to any current or former employees or consultants of Seller or any Employee Benefit Plan of Seller; (d) all Liabilities in respect of Seller’s products or services performed by Seller with respect to the Excluded Assets; (e) all Liabilities relating to compliance with Orders against or related to Seller or the Excluded Assets or other legal requirements of Seller; (f) all Liabilities to any officerwhich shall include, director, equity holder or agent of Seller or its Affiliates; (g) all Liabilities to indemnify, reimburse or advance amounts to any officer, director, stockholder or agent of Seller or its Affiliates; (h) all Liabilities in respect of any pending or threatened litigation against Sellerbut shall not be limited to, the Business (other than threatened litigation to the extent relating to the Purchased Assets) following obligations or the Excluded Assets, or any claim arising out of, relating to or otherwise in respect liabilities of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assets; andCompany: (i) (i) all Liabilities for Taxes arising as a result Any compensation or benefits payable to present or past employees of or with respect the Company incurred prior to the Closing Date, including without limitation, any liabilities arising under any employee pension or profit sharing plan or other employee benefit plan and any of the Company's obligations for vacation, holiday or sick pay; (ii) All federal, state, local, foreign or other taxes related to the operation of the Business or the Purchased Assets with respect to any taxable period or portion thereof ending on or and incurred prior to the Closing Date and any tax liability of the Company which is not related to the Business; (iii) Any Liens or Encumbrances on any of the Assets and all obligations and liabilities secured thereby; (iv) All obligations of the Company, either for this purposeborrowed money or incurred in connection with the purchase, with respect lease or acquisition of any assets; (v) Any accounts or notes payable of the Company; (vi) Any claims, demands, actions, suits or legal proceedings that have been asserted or threatened prior to Taxes imposed on a periodic basis for a period that includesthe Closing Date against the Company, the Business or the Assets or which may be threatened hereafter against the Assets, the Business or the Purchaser but does not end on, only to the extent related to (i) the Company's operation of the Business prior to the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date), (ii) subject to Section 5.4(a), all Liabilities for Taxes that will arise as a result any other business or non-business activities of the transactions contemplated by this AgreementCompany conducted prior hereto or hereafter, including, but not limited to, those legal actions or other proceedings set forth in Schedule II(j) hereto; and (vii) Any obligations under any employment, consulting or non-competition agreements, whether written or oral, incurred prior to the Closing Date and (iiithat is not set forth in Section I(b) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of lawon Schedule I(b).

Liabilities Not Being Assumed. Other than the Assumed Obligations, Buyer shall not be obligated to assume or perform and is not assuming or performing any Liabilities of Seller (collectively, the “Retained Liabilities”), and Seller shall remain responsible for all Retained Liabilities, including the following: (a) all Indebtedness;EXCEPT FOR THE ASSUMED LIABILITIES, PURCHASER SHALL NOT AND DOES NOT ASSUME ANY LIABILITIES (AS DEFINED HEREIN) OF SELLERS (OR ANY PREDECESSOR OF SELLERS OR ANY PRIOR OWNER OF ALL OR ANY PART OF THE U.S. BUSINESS OR PURCHASED ASSETS), THEIR AFFILIATES OR RELATING TO THE U.S. BUSINESS, WHETHER OR NOT ARISING OUT OF OR RELATING TO THE PURCHASED ASSETS OR THE U.S. BUSINESS OR ANY OTHER BUSINESS OF SELLERS OR THEIR AFFILIATES, ALL OF SUCH LIABILITIES SHALL AT AND AFTER THE CLOSING REMAIN THE EXCLUSIVE RESPONSIBILITY OF SELLERS OR THEIR AFFILIATES (AS APPLICABLE). (b) all Liabilities relating to Excluded Assets; (c) all Liabilities relating to Without limiting the generality of Section 2.2(a), Purchaser is not assuming any current or former employees or consultants of Seller or any Employee Benefit Plan of Seller; (d) all Liabilities in respect of Seller’s products or services performed by Seller with respect to the Excluded Assets; (e) all Liabilities relating to compliance with Orders against or related to Seller or the Excluded Assets or other legal requirements of Seller; (f) all Liabilities to any officer, director, equity holder or agent of Seller or its Affiliates; (g) all Liabilities to indemnify, reimburse or advance amounts to any officer, director, stockholder or agent of Seller or its Affiliates; (h) all Liabilities in respect of any pending or threatened litigation against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assets, or any claim arising out of, relating to or otherwise in respect of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assets; andfollowing Liabilities: (i) any and all Liabilities (iincluding any accrued expenses and interest) for accounts payable and notes payable for third- party materials or services received by Sellers or the U.S. Business prior to the Closing Date; (ii) any and all Liabilities for Taxes of Sellers or any of their Affiliates, and all Liabilities for Taxes relating to the Pre-Closing Tax Period (in each case, except with respect to Transfer Taxes (which are governed by Section 9.2(b)), regardless of whether arising as a result of or in connection with the transactions contemplated hereby or otherwise); (iii) any and all Liabilities (including those Liabilities relating to Proceedings) arising under or with respect to (A) personal injury, property damage, workers' compensation, violation of Law, comprehensive and general liability claims, medical claims or any other actual or threatened Proceeding, (B) returns, product liability, guaranteed sales, advertising commitments, allowances, customer chargebacks or any other customer allowance and (C) commissions or other payments due to sales representatives, in each case in clauses (A), (B) and (C) above, only to the extent any Liability or portion thereof results from or arises out of events, facts or circumstances occurring or existing on or before the Closing Date or which are based on or related to the manufacture, distribution or sale of products or the performance of services on or before the Closing Date, notwithstanding that the date on which the Proceeding or Liability is asserted is after the Closing Date; (iv) any and all Liabilities arising out of any Proceeding relating to or arising out of the U.S. Business or the Purchased Assets, only to the extent such Liability or portion thereof results from or arises out of events, facts or circumstances occurring or existing on or before the Closing Date, including all Proceedings listed in Section 5.12 of the Seller Disclosure Schedule; (v) any and all Liabilities relating to an Excluded Asset; (vi) any and all Proceedings or Liabilities arising under any Contract which is not an Assigned Contract; (vii) any and all Liabilities of Sellers or any of their Affiliates arising by reason of any violation or alleged violation of any Law or Order, only to the extent such Liability or portion thereof results from or arises out of events, facts or circumstances occurring or existing on or prior to the Closing Date, notwithstanding that the date on which any Proceeding or Liability is asserted is after the Closing Date; (viii) any and all Liabilities of Sellers or any of their Affiliates, to any of their respective Affiliates, except as expressly provided in any of the Assigned Contracts, this Agreement or a Related Document; (ix) any and all Proceedings by and all Liabilities to employees and independent contractors for periods prior to and including the Closing Date, including any Proceedings or Liabilities arising out of any employee benefit plan or arrangement (other than Liabilities to provide benefits to participants and beneficiaries under the Assumed Employee Plans), and including any Liabilities for accrued vacation and sick time of the employees who are not Transferred Employees, Sellers' or any of their Affiliates failure to deposit or fund any amounts withheld from employees pursuant to any retirement plan or arrangement or retiree medical plan or arrangement, or any unfunded retirement plan or arrangement or retiree medical plan or arrangement or any obligations to current or former plan participants or beneficiaries under any plan or arrangement intended to provide benefits to current or former employees of Sellers or any of their Affiliates that is not expressly included in the Purchased Assets under Section 1.1(a)(xiv) of the Seller Disclosure Schedule or provided for in Article 8; (x) any and all Liabilities of Sellers or any of their Affiliates to financial institutions or other Persons for Indebtedness or with respect to Indebtedness or Liabilities of others which Sellers or any of their Affiliates has guaranteed other than in connection with an Assigned Contract, in which case, the Liability shall transfer to Purchaser or be extinguished; (xi) any and all Liabilities of Sellers or any of their Affiliates relating to or arising out of and all Liabilities of Sellers or any of their Affiliates under or arising out of this Agreement and/or any Related Document or with respect to the Business transactions contemplated hereby and thereby, including legal and accounting fees and expenses incurred by Sellers or any of their Affiliates; and (xii) all Environmental Costs or Liabilities imposed or required by Environmental Health and Safety Laws, arising in connection with or to the extent resulting from any events, facts or circumstances existing on or before the Closing Date relating to any Site, or the Purchased Assets with respect operations of Sellers or any of their Affiliates or their respective predecessors and assigns at such Site at any time on or before the Closing Date, including any Post-Closing effects thereof (regardless of whether such matters have been disclosed in this Agreement, the Seller Disclosure Schedule or otherwise), except to the extent, and only to the extent, that such Post-Closing effects are caused by or contributed to by Purchaser, Purchaser's Affiliates, employees, contractors or assigns, including (A) the presence, Release, threatened Release, or migration of any taxable period Hazardous Materials, at from, in, to, on or portion thereof ending under any Site in concentrations requiring remediation or corrective action pursuant to applicable Environmental, Health and Safety Laws or at any location to which Hazardous Materials were sent by or on behalf of either Seller or any of their Affiliates or any of their respective predecessors or assigns ("Off-Site Disposal Location"); (B) exposure to or injury (including death) of Persons as a result of Hazardous Materials at or emanating from any Site or Off-Site Disposal Location; (C) any fine or penalty resulting from a violation of any Environmental, Health and Safety Law or Permit by Sellers or any of their Affiliates or their respective predecessors and assigns (all of the above collectively defined as "Sellers' Environmental Obligations"). For purposes of this subparagraph, Purchaser shall not be deemed to have contributed to a condition existing on or before the Closing Date if there is no Purchaser Environmental Knowledge of such condition, provided, however, that Purchaser shall be deemed to have contributed to such condition if there is Purchaser Environmental Knowledge of such condition, and Purchaser shall have failed to provide timely notification of such condition to Sellers. (c) For convenience of reference, the Liabilities not being assumed by Purchaser pursuant to Section 2.2(b) of this Agreement are hereinafter collectively called the "Excluded Liabilities" in this Agreement. (d) For sake of clarity, the parties hereto provide the following example to illustrate the effect of events, facts and circumstances that exist on or before the Closing Date and after the Closing Date. If a personal injury claim is made after the Closing Date related to the operation of any Facility, then to the extent the claim relates to actions on or prior to the Closing Date, the Sellers would be responsible for any Liabilities attributable to that time period, and to the extent the claim relates to actions after the Closing Date; the Purchaser would be responsible for any Liabilities attributable to that time period; it being the intention of the parties that the mere existence of the event, fact or circumstance on or prior to the Closing Date (for this purpose, with respect to Taxes imposed on a periodic basis for a period shall not result in the Liability being solely that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date), (ii) subject to Section 5.4(a), all Liabilities for Taxes that will arise as a result of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of lawSellers.

Liabilities Not Being Assumed. Other than Except for the Assumed ObligationsLiabilities, the Company, BFI and the Shareholders agree that Buyer shall not be obligated to assume or perform and is not assuming or performing any Liabilities liabilities or obligations of Seller the Company or BFI, whether known or unknown, fixed or contingent, certain or uncertain, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (collectively, the “Retained Liabilities”), and Seller the Company or BFI shall remain responsible for all Retained Liabilities, including which shall include, without limitation, any and all of the followingfollowing obligations or liabilities of the Company or BFI: (a) all IndebtednessAny compensation or benefits payable to present or past employees of the Company or BFI, including without limitation, any liabilities arising under any employee pension or profit sharing plan or other employee benefit plan and any of the Company’s and BFI’s obligations for vacation, holiday or sick pay; (b) all All federal, state, local, foreign or other Taxes: (i) that have arisen prior to the Closing Date or may arise thereafter out of the Business either prior to or after the Closing Date; (ii) for which the Company or BFI is or, at any time hereafter, may become liable; provided, however, that the Retained Liabilities relating to Excluded Assetsshall not include any taxes arising out of the conduct by Buyer, after the Closing Date, of the Business; or (iii) which arise from the consummation of the transactions contemplated hereby; (c) Any Liens or Encumbrances on any of the Assets and all Liabilities relating to any current or former employees or consultants of Seller or any Employee Benefit Plan of Sellerobligations and liabilities secured thereby; (d) all Liabilities All obligations of the Company or BFI, either for borrowed money or incurred in respect connection with the purchase, lease or acquisition of Seller’s products or services performed by Seller with respect to the Excluded Assetsany assets; (e) all Liabilities relating to compliance with Orders against Except as set forth on Schedule 2.3, any accounts or related to Seller notes payable of the Company or BFI (the Excluded Assets or other legal requirements of Seller“Retained Payables”); (f) all Liabilities to any officerAny claims, directordemands, equity holder actions, suits or agent of Seller or its Affiliates; (g) all Liabilities to indemnify, reimburse or advance amounts to any officer, director, stockholder or agent of Seller or its Affiliates; (h) all Liabilities in respect of any pending legal proceedings that have been asserted or threatened litigation against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assets, or any claim arising out of, relating to or otherwise in respect of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assets; and (i) (i) all Liabilities for Taxes arising as a result of or with respect to the Business or the Purchased Assets with respect to any taxable period or portion thereof ending on or prior to the Closing Date against the Company or BFI, the Business or the Assets or which may be threatened hereafter against the Assets, the Business or the Buyer that arises in any way from or in connection with: (for this purpose, with respect i) the Company’s and BFI’s operation of the Business prior to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts ; or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date), (ii) subject to Section 5.4(a)any other business or non-business activities of the Company or BFI conducted prior hereto or hereafter, all Liabilities for Taxes that will arise including, but not limited to, those legal actions or other proceedings set forth in Schedule 5.5 hereto; and (g) Any obligations under any employment, consulting or non-competition agreement, whether written or oral, and any liabilities or obligations arising out of the termination by the Company or BFI of any of its employees in anticipation or as a result consequence of, or following, consummation of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of lawhereby.

Liabilities Not Being Assumed. Other than Anything contained in this Agreement to the Assumed Obligations, Buyer shall not be obligated to assume or perform and is not assuming or performing any Liabilities of Seller (collectivelycontrary notwithstanding, the “Retained Liabilities”), Seller and Seller the Members shall remain responsible for all Retained and Buyer shall not assume any of the following liabilities or obligations, whether fixed or contingent, known or unknown, matured or unmatured, executory or non-executory, of Seller, which liabilities and obligations shall at and after the Closing Date remain the exclusive responsibility of the Seller or the Members (the "Excluded Liabilities, including the following:"): (a) all Indebtedness; (b) all Liabilities relating to Excluded Assets; (c) all Liabilities relating to any current or former employees or consultants All liabilities and obligations of Seller and the Members under this Agreement or any Employee Benefit Plan obligations of Seller; (d) all Liabilities in respect of Seller’s products or services performed by Seller and the Members with respect to the Excluded Assets; (e) all Liabilities relating to compliance with Orders against or related to Seller or the Excluded Assets or other legal requirements of Seller; (f) all Liabilities to any officer, director, equity holder or agent of Seller or its Affiliates; (g) all Liabilities to indemnify, reimburse or advance amounts to any officer, director, stockholder or agent of Seller or its Affiliates; (h) all Liabilities in respect of any pending or threatened litigation against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assets, or any claim arising out of, relating to or otherwise in respect of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assets; and (i) (i) all Liabilities for Taxes arising as a result of or with respect to the Business or the Purchased Assets with respect to any taxable period or portion thereof ending on or prior to the Closing Date (for this purpose, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date), (ii) subject to Section 5.4(a), all Liabilities for Taxes that will arise as a result consummation of the transactions contemplated by this Agreement, including any fees and expenses incurred by Seller; (iiib) all Liabilities All liabilities and obligations of Seller and the Members for Taxes due or becoming due by reason of (i) the conduct of the Business on or before the Closing Date or (ii) the ownership, possession, use, operation, purchase, acquisition, sale or disposition of the Acquired Assets on or before the Closing Date, including, without limitation, all Taxes imposed on or accruing as a result of the purchase and sale of the Acquired Assets hereunder, including Taxes attributable to or resulting from recapture of depreciation or other Tax benefit items resulting from the transactions contemplated by this Agreement and Taxes attributable to receipt by Seller of the Purchase Price (including the Incentive Payment) and the assumption by Buyer of the Assumed Liabilities; (c) To the extent not specifically reserved for on the Interim Balance Sheet, any liabilities or obligations or expenses of the Seller related to any claims or litigation of Seller (d) Any Encumbrance affecting the title to the Acquired Assets, except Permitted Liens; (e) Any liabilities, obligations or expenses relating to any environmental matter or condition, whether or not disclosed in Schedule 4.16; (f) As more fully set forth below, any liabilities, obligations or expenses relating to any Employee Benefit Plan as defined in Section 4.19 or any employment agreement or arrangement; (g) Amounts payable by Seller to the Members exceeding $500,000; (h) The liabilities or obligations listed on Schedule 2.4 hereto; (i) All liabilities or obligations of or relating to Seller or its Affiliatesthe Business that are not Assumed Liabilities; and (j) Any and all liabilities or obligations for the past service, including or prior employment by Seller, or any person, including, without limitation, any liability for past due compensation, severance pay, compensation, accrued bonuses or profit sharing under any bonus or profit-sharing program of Seller, and any liability arising out of or relating to any Employee Benefit Plan, except for vacation pay to the extent accrued for on the Interim Balance Sheet. The Members and Seller shall discharge or make an adequate provision for all Excluded Liabilities and, without limitation of the foregoing, if Seller shall liquidate, dissolve, or wind-up after the Closing Date, Seller shall pay, post security for, or otherwise make provision for all Excluded Liabilities prior thereto as transferee or successor, by contract or by operation provided under law and the Members and their spouses expressly agree to guarantee the payment of lawall Excluded Liabilities.

Liabilities Not Being Assumed. Other than Except for the Assumed Obligations, Buyer shall not be obligated to assume or perform and is not assuming or performing any Liabilities liabilities or obligations of Seller Seller, whether known or unknown, fixed or contingent, certain or uncertain, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (collectively, the “"Retained Liabilities”"), and Seller shall remain responsible for and shall indemnify, defend (with counsel reasonably acceptable to Buyer and paid for by Seller) and hold harmless Buyer from and against all Retained Liabilities, including which shall include, without limitation, any and all of the followingfollowing obligations or liabilities of Seller: (a) all IndebtednessAny compensation or benefits accrued or payable on or before the Closing Date to present or past employees of Seller, including without limitation, any liabilities arising under any employee pension or profit sharing plan or other employee benefit plan and any of Seller's obligations for vacation, holiday or sick pay; (b) all All federal, state, local, foreign or other taxes (i) that have arisen prior to the Closing Date or relate to activities of the Business prior to the Closing Date, or (ii) for which Seller is or, at any time hereafter, may become liable; provided, however, that the Retained Liabilities relating to Excluded Assetsshall not include any taxes arising out of the conduct of the Business by Buyer, after the Closing Date; (c) Any Liens or Encumbrances on any of the Purchased Assets and all Liabilities relating to any current or former employees or consultants of Seller or any Employee Benefit Plan of Sellerobligations and liabilities secured thereby that are not set forth on Schedule 2.1 hereto; (d) all Liabilities in respect All obligations of Seller’s products , either for borrowed money or services performed by Seller incurred in connection with respect to the Excluded Assetspurchase, lease or acquisition of any assets, that are not set forth on Schedule 2.1 hereto (collectively, the "Retained Debt"); (e) all Liabilities relating to compliance with Orders against Any accounts or related to notes payable of Seller or that are not set forth on Schedule 2.1 hereto (the Excluded Assets or other legal requirements of Seller"Retained Payables"); (f) all Liabilities to any officerAny claims, directordemands, equity holder actions, suits or agent of Seller or its Affiliates; (g) all Liabilities to indemnify, reimburse or advance amounts to any officer, director, stockholder or agent of Seller or its Affiliates; (h) all Liabilities in respect of any pending legal proceedings that have been asserted or threatened litigation prior to the Closing Date against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assets, or any claim arising out of, relating to or otherwise in respect of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assets; and (i) (i) all Liabilities for Taxes arising as a result of or with respect to the Business or the Purchased Assets or which may be threatened hereafter against the Purchased Assets, the Business or the Buyer that arises in any way from or in connection with respect to any taxable period or portion thereof ending on or (i) Seller's operation of the Business prior to the Closing Date (for this purpose, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date), (ii) subject to Section 5.4(aany other business or non-business activities of Seller conducted prior hereto or hereafter (in each case, a "Plaintiffs' Actions"), all Liabilities for Taxes including, but not limited to, those legal actions or other proceedings set forth in Schedule 4.14 hereto; and (g) Any obligations under any employment, consulting or non-competition agreement, whether written or oral, that will arise is not listed on Schedule 2.1 and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a result consequence of, or following, consummation of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of lawhereby.

Liabilities Not Being Assumed. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume or become responsible for any claim, liability or obligation of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise (a "Liability") of Seller except the Assumed Obligations. Other than the Assumed Obligations, Buyer nothing contained in this Agreement shall be deemed or construed to constitute the assumption by Purchaser of, or the agreement by Purchaser to pay or discharge, any liabilities or obligations, whether known or unknown, existing or contingent, of the Business or otherwise arising from the Purchased Assets prior to Closing. Except for the Assumed Obligations, Seller hereby expressly covenants and agrees that Seller shall remain liable for and shall be responsible for all liabilities and obligations related to the Business or otherwise arising from the Purchased Assets and incurred prior to the Closing, including, without limitation, wages, fringe benefits which have not be obligated been expressly assumed by Purchaser as provided in Section 2.2 above, severance or other payments, benefits or damages due to assume each of Seller's employees. Seller will defend, indemnify and save harmless Purchaser from and against any and all claims, demands, actions, liabilities, expenses (including attorney's fees) and losses to the extent the same arise out of or perform relate to any and all liabilities and obligations for which Seller is responsible as contemplated hereby. This indemnity is not assuming subject to the provisions, limitations or performing any restrictions of Section 9.3(b), (c) or (d). Without limiting the generality of the foregoing, the following are included among the Liabilities of Seller (collectively, the “Retained Liabilities”), and Seller which Purchaser shall remain not assume or become responsible for all Retained Liabilities, including (unless specifically included on the following:list of Assumed Obligations): (ai) all IndebtednessLiabilities arising out of the employment relationship between Seller and any of its employees or former employees existing at any time, whether before or after the Closing Date, including, but not limited to, accrued wages, accrued and/or earned but not paid bonuses owed to salesmen and/or management personnel, obligations to Seller's employees and/or former employees under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and the Tax Reform Act of 1986, or any other employee benefit program. (ii) all Liabilities based on any theory of professional liability, professional malpractice, negligence, or error and omissions with respect to any services rendered at any time prior to the Closing Date by Seller or its agents; (biii) all Liabilities relating to Excluded Assetsfor local, state, federal, sales, franchise, income and other taxes; (civ) all Liabilities relating to any current "employee benefit plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) sponsored or former employees or consultants of maintained by Seller or any Employee Benefit Plan of Sellerto which Seller is making or has made contributions; (dv) all Liabilities in respect of Seller’s products any equipment lease or services performed by Seller with respect to the Excluded Assetscapitalized lease not listed on Exhibit 1.2(r) ; (evi) all Liabilities relating to compliance with Orders against or related to Seller or the Excluded Assets or other legal requirements of Seller; (f) all Liabilities to any officer, director, equity holder or agent obligations of Seller under those lease agreements for the facilities in Wayne, Pennsylvania or its Affiliates; (g) all Liabilities to indemnifySt. Louis, reimburse or advance amounts to any officer, director, stockholder or agent of Seller or its Affiliates; (h) all Liabilities in respect of any pending or threatened litigation against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assets, or any claim arising out of, relating to or otherwise in respect of the Business (other than to the extent relating to the Purchased Assets) or the Excluded AssetsMissouri; and (i) (ivii) all other Liabilities arising from Seller's Business, whether in the ordinary course or otherwise, before the Closing , unless otherwise provided in this Agreement. For those individuals who were employees of Seller prior to the Closing and are hired by Purchaser, if and when such employees are terminated by Purchaser after the Closing, Seller shall have no obligation for Taxes arising severance pay or other benefits or damages due to such employee as a result of or their employment with respect to the Business or the Purchased Assets with respect to any taxable period or portion thereof ending on or prior to the Closing Date (for this purpose, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date), (ii) subject to Section 5.4(a), all Liabilities for Taxes that will arise as a result of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of lawPurchaser.

Liabilities Not Being Assumed. Other than Except for the Assumed Obligations, Seller agrees that Buyer shall not be obligated to assume or perform perform, and is not assuming or performing performing, any Liabilities liabilities or obligations of Seller Seller, whether known or unknown, fixed or contingent, certain or uncertain, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (collectively, the “Retained Liabilities”), and Seller shall remain responsible for all Retained Liabilities, including which shall include, without limitation, any and all of the followingfollowing obligations or liabilities of Seller: (a) all IndebtednessAny compensation or benefits payable to present or past employees of Seller arising in connection with their employment by Seller, including without limitation, any liabilities arising under the Employment Standards Act (Ontario), any employee pension or profit sharing plan or other employee benefit plan and any of Seller’s obligations for vacation, holiday or sick pay, any obligations under any employment, consulting or non-competition agreement to which Seller is a party, whether written or oral, and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated hereby; (b) all All federal, provincial, local, foreign or other taxes (i) that have arisen prior to the Closing Date or may arise thereafter out of business or other operations conducted by Seller either prior to or after the Closing Date, or (ii) for which Seller is or, at any time hereafter, may become liable; provided, however, that the Retained Liabilities relating to Excluded shall not include any taxes arising out of the conduct by Buyer, on or after the Closing Date, of the Business, or the ownership, on or after the Closing Date, of the Purchased Assets; (c) All Encumbrances except for the Permitted Encumbrances on any of the Purchased Assets and all Liabilities relating to any current or former employees or consultants of Seller or any Employee Benefit Plan of Sellerobligations and liabilities secured thereby that are not Assumed Obligations; (d) All accounts or notes payable obligations for borrowed money, all Liabilities in respect purchase money obligations and any other indebtedness or payment obligations of Seller’s products or services performed by Seller with respect to the Excluded Assets;, other than those specifically identified on Schedule 1.3; and (e) all Liabilities relating to compliance with Orders against Any claims, demands, actions, suits or related to Seller or the Excluded Assets or other legal requirements of Seller; (f) all Liabilities to any officer, director, equity holder or agent of Seller or its Affiliates; (g) all Liabilities to indemnify, reimburse or advance amounts to any officer, director, stockholder or agent of Seller or its Affiliates; (h) all Liabilities in respect of any pending proceedings that have been asserted or threatened litigation prior to the Closing Date against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assets, or any claim arising out of, relating to or otherwise in respect of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assets; and (i) (i) all Liabilities for Taxes arising as a result of or with respect to the Business or the Purchased Assets or which may be asserted or threatened hereafter against the Purchased Assets, the Business or Buyer that arise in any way from or in connection with respect to any taxable period or portion thereof ending on or Seller’s operation of the Business prior to the Closing Date (for this purpose, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date), (ii) subject to Section 5.4(a), all Liabilities for Taxes that will arise as a result of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of law.

Liabilities Not Being Assumed. Other than Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume or become responsible for any claim, liability or obligation of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise (a "Liability") of Seller except the Assumed Obligations. Without limiting the generality of the foregoing, Buyer shall not be obligated to assume or perform and is not assuming or performing any the following are included among the Liabilities of Seller (collectively, the “Retained Liabilities”), and Seller which Purchaser shall remain not assume or become responsible for all Retained Liabilities, including (unless specifically included on the following:list of Assumed Obligations): (a) all Indebtedness; (b) all Liabilities relating to Excluded Assets; (c) all Liabilities relating to any current or former employees or consultants of Seller or any Employee Benefit Plan of Seller; (d) all Liabilities in respect of Seller’s products or services performed by Seller with respect to the Excluded Assets; (e) all Liabilities relating to compliance with Orders against or related to Seller or the Excluded Assets or other legal requirements of Seller; (f) all Liabilities to any officer, director, equity holder or agent of Seller or its Affiliates; (g) all Liabilities to indemnify, reimburse or advance amounts to any officer, director, stockholder or agent of Seller or its Affiliates; (h) all Liabilities in respect of any pending or threatened litigation against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assets, or any claim arising out of, relating to or otherwise in respect of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assets; and (i) (i) all Liabilities for Taxes local, state, federal, sales, franchise, and income and other taxes which have accrued or may accrue or become due and payable by Seller either prior to, on or after the Closing Date, including, without limitation, all taxes and fees of a similar nature arising as a result from the sale and transfer of the Purchased Assets to Purchaser; (ii) all accounts payable and other indebtedness and Liabilities of Seller which are not assumed by Purchase under Section 2.2; (iii) all Liabilities and obligations to directors, officers, employees or agents of Seller, including, without limitation, all Liabilities and obligations for wages, salary, bonuses, commissions, vacation or severance pay, profit sharing or pension benefits, and all Liabilities and obligations arising under any bonus, commission, salary or compensation plans or arrangements of Seller, whether accruing prior to, or on or after the Closing Date, but do not relate to any period of employment with or engagement by Purchaser; (iv) all Liabilities and obligations with respect to unemployment compensation claims and workmen's compensation claims and claims for race, age and sex discrimination or sexual harassment or for unfair labor practice which occurred prior to the Business Closing Date and for which any claim may be asserted by any of the Seller's employees, prior to, on or after the Purchased Assets Closing Date, but do not relate to any period of employment with or engagement by Purchaser; (v) all Liabilities of Seller to third parties for personal injury or damage to property based on or arising from occurrences, circumstances or events, or exposure to conditions, existing or occurring prior to the Closing Date and for which any claim may be asserted by any third party prior to, on or after the Closing Date; (vi) all Liabilities and obligations of Seller arising under or by virtue of environmental laws whether accruing prior to, on or after the Closing Date; (vii) all Liabilities of Seller, including any costs of attorneys' fees incurred in connection therewith, for litigation, claims, demands or governmental proceedings arising from occurrences, circumstances or events, or exposure to conditions occurring or existing prior to, on or after the Closing Date; (viii) all Liabilities based on any theory of liability or product warranty with respect to any taxable period product manufactured or portion thereof ending sold by Seller prior to the Closing Date and for which any claim may be asserted by any third party, prior to, on or after the Closing Date; (ix) all attorneys' fees, accountants or auditors' fees, and other costs and expenses incurred by Seller and/or Shareholder in connection with the negotiation, preparation and performance of this Agreement or any of the transactions contemplated hereby; and (x) all other debts, Liabilities, obligations, contracts and commitments (whether direct or indirect, known or unknown, contingent or fixed, liquidated or unliquidated, and whether now or hereinafter arising) arising out of or relating to the ownership, operation or use of any of the Purchased Assets on or prior to the Closing Date (for this purposeor the conduct of the Business as conducted by Seller whether prior to, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, or after the Closing Date, such Taxes shall except only for the liabilities and obligations to be allocated ratably on a daily basis performed by Purchaser constituting the Assumed Obligations. Seller agrees to pay all its accounts payable, bank debt and other liabilities not assumed hereunder in the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close ordinary course of business on and in accordance with the Closing Date), (ii) subject to Section 5.4(a), all Liabilities for Taxes that will arise as a result terms of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of lawsuch debt.

Liabilities Not Being Assumed. Other Anything contained in this Agreement to the contrary notwithstanding, the Buyer is not assuming any liabilities or obligations (fixed or contingent, known or unknown, matured or unmatured) of the Sellers other than the Assumed Obligations, whether or not relating to the Purchased Assets or the Business, all of which liabilities and obligations shall at and after the Closing remain the exclusive responsibility of the Sellers. Without limiting the generality of the foregoing, the Buyer shall not be obligated to assume or perform and is not assuming or performing any Liabilities of Seller (collectively, the “Retained Liabilities”), following liabilities and Seller shall remain responsible for all Retained Liabilities, including the followingobligations: (a) except as provided in Section 1.3(a), all Indebtedness; (b) liabilities and obligations for Taxes of the Sellers and all Liabilities relating to Excluded Assets; (c) all Liabilities relating to any current or former employees or consultants of Seller or any Employee Benefit Plan of Seller; (d) all Liabilities in respect of Seller’s products or services performed by Seller with respect to the Excluded Assets; (e) all Liabilities relating to compliance with Orders against or related to Seller or the Excluded Assets or other legal requirements of Seller; (f) all Liabilities to any officer, director, equity holder or agent of Seller or its Affiliates; (g) all Liabilities to indemnify, reimburse or advance amounts to any officer, director, stockholder or agent of Seller or its Affiliates; (h) all Liabilities in respect of any pending or threatened litigation against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assets, or any claim liabilities and obligations for Taxes arising out of, relating to of or otherwise in respect connection with the operation of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assets; and (i) (i) all Liabilities for Taxes arising as a result of or with respect to the Business or the Purchased Assets with respect to any taxable period or portion thereof ending on or prior to the Closing Date (for this purpose, in each case regardless of whether arising as a result of or in connection with the transactions contemplated hereby or otherwise); (b) except as provided in Section 1.3(e) with respect to Taxes imposed warranty obligations, all Claims, liabilities and obligations of any nature (including product liability claims) with respect to any products sold on a periodic basis for a period that includes, but does not end on, or before the Closing Date, such Taxes shall be allocated ratably notwithstanding that the date on a daily basis to which the extent not based on incomeClaim, receipts liability or expenses, obligation is asserted is after the Closing Date; (c) all liabilities and to the extent based on income, receipts or expenses, shall be allocated based on a closing obligations of any nature whatsoever of the books method as Sellers to any of their respective Affiliates (including any notes or accounts payable and the close of business items identified on the Closing DateStatement as I/C MascoTech); (d) except as provided in Sections 1.3(d), (iig) subject to Section 5.4(aand (i), all Liabilities Claims by and all liabilities and obligations to employees and independent contractors for Taxes periods prior to and including the Closing Date, including, without limitation, any Claims, liabilities and obligations arising out of workers' compensation, unemployment, any employee benefit plan (as that will arise as a result term is defined in Section 3(3) of ERISA) sponsored by the Sellers or their ERISA Affiliates, the Sellers' failure to deposit or fund any amounts withheld from employees pursuant to any retirement plan or arrangement or retiree medical plan or arrangement, any unfunded retirement plan or arrangement or retiree medical plan or arrangement, any obligations to current or former plan participants or beneficiaries under any plan or arrangement intended to provide benefits to current or former employees of the Sellers, or any stay bonuses required to be paid to any employee of the Business; (e) all liabilities and obligations of the Sellers to financial institutions or other Persons for borrowed money or with respect to indebtedness and obligations of others which any Seller has directly or indirectly guaranteed; (f) all liabilities and obligations of the Sellers relating to the Excluded Assets and all liabilities and obligations of the Sellers under or arising out of this Agreement and any Related Document or with respect to the transactions contemplated hereby and thereby, including, without limitation, legal and accounting fees, expenses and Taxes incurred by the Sellers; (g) all cash overdrafts for any banking accounts maintained for the benefit of the Business; and (h) all liabilities identified on the Closing Statement as I/C MascoTech and all obligations to Hired Employees for stay bonuses. For convenience of reference, the liabilities and obligations of the Sellers which do not constitute Assumed Obligations are collectively called the "Excluded Obligations" in this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of law.

Liabilities Not Being Assumed. Other than Except for the Assumed Obligations, Buyer Seller agrees that the Purchaser shall not be obligated to assume or perform and is not assuming or performing any Liabilities liabilities or obligations of Seller the Seller, whether known or unknown, fixed or contingent, certain or uncertain (collectively, the “Retained Liabilities”), and Seller shall remain responsible for and shall indemnify, defend and hold harmless Purchaser from and against all Retained Liabilities, including which shall include, but not be limited to, the followingfollowing obligations or liabilities of the Seller: (a) all IndebtednessAny compensation or benefits payable to present or past employees of the Restaurants incurred prior to the Closing Date, including without limitation, any liabilities arising under any employee pension or profit sharing plan or other employee benefit plan and any of the Seller’s obligations for vacation, holiday or sick pay; (b) all Liabilities relating All federal, state, local, foreign or other Taxes related to Excluded Assetsthe operation of the Restaurants or the ownership or use of the Purchased Assets prior to the Closing Date and any Tax liability of the Seller which is not related to the Restaurants; (c) Any Liens, except for Permitted Liens, on any of the Purchased Assets and all Liabilities relating to any current or former employees or consultants of Seller or any Employee Benefit Plan of Sellerobligations and liabilities secured thereby that are not set forth on Schedule 3.6 hereto; (d) all Liabilities All obligations of the Seller, either for borrowed money or incurred in respect connection with the purchase, lease or acquisition of Seller’s products or services performed by Seller with respect to the Excluded Assetsany assets, that are not set forth on Schedule 3.6 hereto; (e) all Liabilities relating to compliance with Orders against Any accounts or related to notes payable of the Seller or the Excluded Assets or other legal requirements of Seller;that are not set forth on Schedule 3.6 hereto; and (f) all Liabilities to any officerAny claims, directordemands, equity holder actions, suits or agent of Seller or its Affiliates; (g) all Liabilities to indemnify, reimburse or advance amounts to any officer, director, stockholder or agent of Seller or its Affiliates; (h) all Liabilities in respect of any pending legal proceedings that have been asserted or threatened litigation against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assets, or any claim arising out of, relating to or otherwise in respect of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assets; and (i) (i) all Liabilities for Taxes arising as a result of or with respect to the Business or the Purchased Assets with respect to any taxable period or portion thereof ending on or writing prior to the Closing Date (for this purposeagainst the Seller, with respect to Taxes imposed on a periodic basis for a period that includesthe Restaurants or the Purchased Assets, but does not end on, only to the extent related to (i) the Seller’s operation of the Restaurants or the ownership or use of the Purchased Assets prior to the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date), (ii) subject to Section 5.4(a), all Liabilities for Taxes that will arise as a result any other business or non-business activities of the transactions contemplated by this Agreement, Seller not related to the Restaurants and (iii) all Liabilities for Taxes of Seller conducted prior hereto or its Affiliates, including as transferee or successor, by contract or by operation of lawhereafter.

Liabilities Not Being Assumed. Other than Except for the Assumed Obligations, Seller agrees that Buyer shall not be obligated to assume or perform and is not assuming or performing any Liabilities of Seller (collectively, the “Retained Liabilities”)any, and Seller shall remain responsible for all and shall indemnify, defend (with counsel reasonably acceptable to Buyer and paid for by Seller) and hold harmless Buyer from and against all, liabilities and obligations of Seller, whether known or unknown, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (the "Retained Liabilities"), including which shall include, without limitation, any and all of the followingfollowing obligations or liabilities of Seller: (a) all IndebtednessAny compensation or benefits payable to employees of Seller, other than payroll expenses expressly assumed and listed on Schedule 3.1, including without limitation, any liabilities arising under any employee pension or profit sharing plan or other employee benefit plan or retirement plan and any of Seller's obligations for insurance, sick pay or any non-cash employee compensation arrangement; (b) all Liabilities Subject to the proration of real and personal property taxes at Closing relating to Excluded Assetsthe Purchased Restaurants, all federal, state, local, foreign or other taxes that have arisen out of the Restaurants or may arise hereafter out of Seller's other operations; (c) all Liabilities relating to Any intercompany obligations between Seller and any current of its subsidiaries or former employees or consultants of Seller or any Employee Benefit Plan of Selleraffiliates; (d) Any Liens or Encumbrances on any of the Purchased Assets and all Liabilities in respect of Seller’s products or services performed by Seller with respect to the Excluded Assetsobligations and liabilities secured thereby that are not set forth on Schedule 3.1 hereto; (e) all Liabilities relating to compliance with Orders against or related to Seller or the Excluded Assets or other legal requirements All obligations of Seller, either for borrowed money or incurred in connection with the purchase, lease or acquisition of any assets, that are not set forth on Schedule 3.1 hereto (collectively, the "Retained Debt"); (f) all Liabilities to any officer, director, equity holder Any accounts or agent notes payable of Seller or its Affiliatesthat are not set forth on Schedule 3.1 hereto (the "Retained Payables"); (g) all Liabilities to indemnifyAny claims, reimburse demands, actions, suits or advance amounts to legal proceedings that have arisen or may arise hereafter from or in connection with Seller's operation of the Restaurants, including, but not limited to, those arising out of any officer, director, stockholder act or agent omission or default of Seller under any Assigned Contracts, regardless of when such liability was incurred or its Affiliateswhen the obligation is asserted, those set forth in Schedule 6.15, or arising from any business or business activities engaged in by Seller other than in connection with the Purchased Restaurants, whether engaged in prior to or after the date hereof, and whether such claims, demands, actions, suits or legal proceedings are presently pending or threatened or are threatened or asserted at any time after the date hereof; (h) all Liabilities in respect of Any obligations under any pending employment or threatened litigation against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assetsconsulting agreement, or any claim union or other organized labor obligation, whether written or oral, that is not listed on Schedule 3.1 and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a consequence of, relating to or otherwise in respect following, consummation of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assetstransactions contemplated hereby; and (i) (i) all Liabilities for Taxes Any obligations or liabilities arising as a result out of or with respect relating to the Business or the Purchased Assets with respect to any taxable period or portion thereof ending on or prior to the Closing Date (for this purpose, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date), (ii) subject to Section 5.4(a), all Liabilities for Taxes that will arise as a result of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of lawExcluded Assets.

Liabilities Not Being Assumed. Other than the Assumed Obligations, Buyer Purchaser is not assuming and shall not be obligated to assume or pay, perform and is not assuming discharge when due or performing satisfy, and Hxxxxx FRC shall retain and remain responsible for, any Liabilities of Seller Hxxxxx FRC other than the Assumed Liabilities (collectively, the “Retained Excluded Liabilities”), and Seller shall remain responsible for all Retained Liabilities, including the following: (a) all Indebtednessany Liabilities relating to or arising out of the ownership of the Transferred Intellectual Property accruing on or before the Closing Date; (b) any Liabilities accruing under any Assigned Contract on or before the Closing Date, including all royalties and other amounts actually paid by Hxxxxx FRC to RCT before the Closing under the RCT License Agreement in respect of sales of the Product for the period beginning on January 1, 2020 and ending on March 31, 2020 (“Hxxxxx-Paid Q1 RCT Royalties”) but excluding all Liabilities relating to Excluded Assetspay royalties to RCT under the RCT License Agreement in respect of sales of the Product for any period beginning on or after April 1, 2020 or in respect of Back Royalties; (c) any Liabilities arising out of any claim, irrespective of the legal theory asserted, related to (i) the Assigned Contracts or (ii) the ownership, licensing, possession or use of the Purchased Assets by or on behalf of Hxxxxx FRC, including claims for infringement of Intellectual Property Rights, in each case, on or before the Closing Date, but excluding all Liabilities relating to pay royalties to RCT under the RCT License Agreement in respect of sales of the Product for any current period beginning on or former employees or consultants after April 1, 2020 with respect of Seller or any Employee Benefit Plan Back Royalties; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of Seller;the Securities Exchange Act of 1934, as amended. (d) (i) all Liabilities in respect Taxes of Seller’s products Hxxxxx FRC and (ii) all Taxes of any other Person for which Hxxxxx FRC may be liable (A) as a result of being a member of any affiliated, consolidated, combined, unitary or services performed by Seller with respect similar Tax group at any time prior to the Closing or (B) as a transferee or successor, by operation of Law or otherwise, as a result of a merger, reorganization or other transaction occurring prior to the Closing or any Contract entered into prior to the Closing. For the avoidance of doubt, Excluded Liabilities shall include any Tax for which Purchaser may become liable as a result of the Parties’ failure to comply with any bulk sales, successor or transferee liability or similar provisions relating to Taxes in connection with the purchase of the Purchased Assets; (e) all any Liabilities relating with respect to compliance any Employee Benefit Plan that Hxxxxx FRC or any Affiliate of Hxxxxx FRC maintains, contributes to, has an obligation to contribute to or otherwise has any Liability with Orders against or related to Seller or the Excluded Assets or other legal requirements of Sellerrespect thereto; (f) all any Liabilities relating to or arising out of the employment or service with Hxxxxx FRC, or termination of employment or service with Hxxxxx FRC, of any officeremployee, former employee, director, equity holder officer, consultant or agent advisor of Seller or its Affiliatesthe Hxxxxx FRC; (g) all any Liabilities to indemnify, reimburse or advance amounts to any officer, director, stockholder or agent of Seller or its Affiliates; (h) all Liabilities in respect of any pending or threatened litigation against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assets, or any claim arising out of, relating to or otherwise in respect of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assets; and (ih) (i) all any Liabilities for Taxes arising as a result of out of, related to or in connection with respect to the Business or the Purchased Assets with respect to any taxable period or portion thereof ending on or prior to the Closing Date (for this purpose, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date), (ii) subject to Section 5.4(a), all Liabilities for Taxes that will arise as a result of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of lawShareholder Claims.

Liabilities Not Being Assumed. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume or become responsible for any claim, liability or obligation of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise (a "Liability") of Seller except the Assumed Obligations. Other than the Assumed Obligations, Buyer nothing contained in this Agreement shall be deemed or construed to constitute the assumption by Purchaser of, or the agreement by Purchaser to pay or discharge, any liabilities or obligations, whether known or unknown, existing or contingent, of Seller's MCO Business or otherwise arising from the Purchased Assets prior to Closing. Except for the Assumed Obligations, Seller hereby expressly covenants and agrees that Seller shall remain liable for and shall be responsible for all liabilities and obligations related to Seller's MCO Business or otherwise arising from the Purchased Assets and incurred prior to the Closing, including, without limitation, wages, fringe benefits which have not be obligated been expressly assumed by Purchaser as provided in Section 2.2, severance or other payments, benefits or damages due to assume each of Seller's employees. Seller will defend, indemnify and save harmless Purchaser from and against any and all claims, demands, actions, liabilities, expenses (including attorney's fees) and losses to the extent the same arise out of or perform relate to any and all liabilities and obligations for which Seller is responsible as contemplated hereby. This indemnity is not assuming subject to the provisions, limitations or performing any restrictions of Section 9.3(b), (c) or (d). Without limiting the generality of the foregoing, the following are included among the Liabilities of Seller (collectively, the “Retained Liabilities”), and Seller which Purchaser shall remain not assume or become responsible for all Retained Liabilities, including (unless specifically included on the following:list of Assumed Obligations): (ai) all IndebtednessLiabilities arising out of the employment relationship between Seller and any of its employees or former employees existing at any time, whether before or after the Closing Date, including, but not limited to, accrued wages, accrued and/or earned but not paid bonuses owed to salesmen and/or management personnel, obligations to Seller's employees and/or former employees under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and the Tax Reform Act of 1986, or any other employee benefit program. (ii) all Liabilities based on any theory of professional liability, professional malpractice, negligence, or error and omissions with respect to any services rendered at any time prior to the Closing Date by Seller or its agents; (biii) all Liabilities relating to Excluded Assetsfor local, state, federal, sales, franchise, income and other taxes; (civ) all Liabilities relating to any current "employee benefit plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) sponsored or former employees or consultants of maintained by Seller or any Employee Benefit Plan of Sellerto which Seller is making or has made contributions; (dv) all Liabilities in respect of Seller’s products any equipment lease or services performed by Seller with respect capitalized lease relating to the Excluded AssetsSeller's MCO Business not listed on Exhibit 1.2(o); (evi) all Liabilities relating to compliance with Orders against or related to Seller or the Excluded Assets or other legal requirements of Seller; (f) all Liabilities to any officer, director, equity holder or agent obligations of Seller or its Affiliates; (g) all Liabilities to indemnify, reimburse or advance amounts to under any officer, director, stockholder or agent of Seller or its Affiliates; (h) all Liabilities in respect of any pending or threatened litigation against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assets, or any claim arising out of, relating to or otherwise in respect of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assetslease agreements for office space; and (i) (ivii) all other Liabilities arising from Seller's MCO Business, whether in the ordinary course or otherwise, on or before the Closing Date, unless otherwise provided in this Agreement. For those individuals, if any, who were employees of Seller prior to the Closing and are hired by Purchaser, if and when such employees are terminated by Purchaser after the Closing, Seller shall have no obligation for Taxes arising severance pay or other benefits or damages due to such employee as a result of his or her employment with respect to the Business or the Purchased Assets with respect to any taxable period or portion thereof ending on or prior to the Closing Date (for this purpose, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date), (ii) subject to Section 5.4(a), all Liabilities for Taxes that will arise as a result of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of lawPurchaser.

Liabilities Not Being Assumed. Other than the Assumed Obligations, Seller agrees that Buyer shall not be obligated to assume or perform and is not assuming or performing any Liabilities liabilities or obligations of Seller Seller, whether known or unknown, fixed or contingent, certain or uncertain, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (collectively, the “Retained Liabilities”), and Seller shall remain responsible for all Retained Liabilities, including which shall include, without limitation, any and all of the followingfollowing obligations or liabilities of Seller: (a) all IndebtednessAny compensation or benefits payable to present or past employees of Seller arising in connection with their employment by Seller; (b) all Liabilities relating All federal, state, local, foreign or other taxes (i) that have arisen prior to Excluded the Closing Date or may arise thereafter out of business or other operations conducted by Seller either prior to or after the Closing Date, (ii) that are imposed on the Purchased Assets as a result of the consummation of the transactions set forth in this Agreement, or (iii) for which Seller is or, at any time hereafter, may become liable, on or after the Closing Date, of the Business, ship, on or after the Closing Date, of the Purchased Assets; (c) All Encumbrances on any of the Purchased Assets and all Liabilities relating to any current or former employees or consultants of Seller or any Employee Benefit Plan of Sellerobligations and liabilities secured thereby; (d) All accounts or notes payable obligations for borrowed money, all Liabilities in respect purchase money obligations, and any other indebtedness or payment obligations of Seller’s products or services performed by Seller with respect to (the Excluded Assets“Retained Debt”); (e) all Liabilities relating to compliance with Orders against Any claims, demands, actions, suits or related to Seller or the Excluded Assets or other legal requirements of Seller; (f) all Liabilities to any officer, director, equity holder or agent of Seller or its Affiliates; (g) all Liabilities to indemnify, reimburse or advance amounts to any officer, director, stockholder or agent of Seller or its Affiliates; (h) all Liabilities in respect of any pending proceedings that have been asserted or threatened litigation prior to the Closing Date against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assets, or any claim arising out of, relating to or otherwise in respect of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assets; and (i) (i) all Liabilities for Taxes arising as a result of or with respect to the Business or the Purchased Assets or which may be asserted or threatened hereafter against the Purchased Assets, the Business or the Buyer that arises in any way from or in connection with respect to any taxable period or portion thereof ending on or (i) Seller’s operation of the Business prior to the Closing Date (for this purpose, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date), (ii) subject any other business or non-business activities of Seller conducted prior hereto or hereafter; and (f) Any obligations under any employment, consulting or non-competition agreement to Section 5.4(a)which Seller is a party, all Liabilities for Taxes that will arise whether written or oral, and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a result consequence of, or following, consummation of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of lawhereby.

Liabilities Not Being Assumed. Other Anything contained in this Agreement to the contrary notwithstanding, the Purchaser is not assuming any Liabilities of the Company other than the Assumed ObligationsLiabilities, Buyer whether or not relating to the Purchased Assets or the Business, all of which Liabilities shall not be obligated to assume or perform at and after the Closing remain the exclusive responsibility and obligation of the Company. Without limiting the generality of the foregoing, the Purchaser is not assuming or performing any of the following Liabilities of Seller (collectively, the “Retained "Excluded Liabilities”), and Seller shall remain responsible for all Retained Liabilities, including the following:"): (a) all Indebtednessany Liability of the Company for accounts payable and expenses of the Business; (b) any Liability of the Company for expenses, Taxes or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement, the Related Documents or the consummation (or preparation for the consummation) of the transactions contemplated hereby or thereby (including all Liabilities relating to Excluded Assetsattorneys' and accountants' fees, and brokerage fees incurred by or imposed upon the Company); (c) all Liabilities relating any Liability of the Company under any Assigned Contract, arising out of a breach or alleged breach thereof that occurred as of or prior to the Closing and any current Liability of the Company under any Contract which is not an Assigned Contract, whether or former employees not arising out of a breach or consultants of Seller or any Employee Benefit Plan of Selleralleged breach thereof; (d) all Liabilities in respect any Liability of Seller’s products or services performed by Seller the Company with respect to the Excluded Assetsany Taxes; (e) all Liabilities relating any Liability of the Company (A) arising by reason of any violation or alleged violation of any Law or any requirement of any Governmental Entity, (B) arising under any Environmental, Health and Safety Laws, including, without limitation, those with respect to compliance with Orders against or related to Seller the Company's operation of any business or the Excluded Purchased Assets (including, without limitation, any properties previously owned, leased or other legal requirements occupied by the Company) or (C) arising by reason of Sellerany breach or alleged breach by the Company of any Contract or Order, in any such case to the extent such Liability results from or arises out of events, facts or circumstances occurring or existing on or prior to the Closing, notwithstanding that the date on which any Proceeding or Claim is commenced or made is after the Closing; (f) all Liabilities except for the Warranty Liability provided in Section 2.1(b), any Liability for the return by any customer of the Company of any product distributed by the Company on or prior to the Closing or any officerLiability or Claim for any product or service sold or distributed or performed, directoras the case may be, equity holder by the Company on or agent prior to the Closing including such Liability based on any express warranty, oral or written, or any implied warranty arising due to the statements or conduct of Seller the Company or its Affiliatesthe Company's employees or agents; (g) all Liabilities any Liability of the Company which the Purchaser may become liable for as a result of or in connection with the failure by the Company to indemnify, reimburse fully and properly comply with any bulk sales or advance amounts transfer laws applicable to any officer, director, stockholder or agent of Seller or its Affiliatesthe Sale; (h) all Liabilities in respect any Liability of the Company arising out of the injury to or death of any pending person, or threatened litigation against Sellerdamage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from or related to products (or parts or components thereof) distributed or otherwise disposed of or for services performed by the Business (other than threatened litigation Company, to the extent any of such Liabilities result from or arise out of events, facts or circumstances occurring or existing on or prior to the Closing, notwithstanding that the date on which any Proceeding or Claim is commenced or made is after the Closing; (i) any Liability of the Company relating to the Purchased Assets) or the Excluded Assets, or any claim Proceeding arising out of, relating to of or otherwise in respect connection with the Company's conduct of the Business (other than prior to the extent Closing or any other conduct of the Company's officers, directors, employees, stockholders, consultants, agents or advisors, whether or not disclosed on the Schedules hereto; (j) any Liability of the Company for severance pay or the like or pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (as amended, "COBRA") with respect to any employee of the Company that does not remain an employee of the Company upon completion of the transaction contemplated by this Agreement; (k) any Liability relating to a contractual obligation of the Purchased AssetsCompany, whether written or oral, for bonuses or like payments to any director, officer or employee of the Company for the period ending on or prior to the Closing; (l) or any Liability relating to any Employee Benefit Plan; (m) any Liability of the Company for worker's compensation based on an event occurring prior to the Closing Date; (n) any Liability of the Company which relates to the Excluded Assets; and (io) (i) all Liabilities for Taxes arising as a result any other Liability of or with respect to the Business or Company not expressly assumed by the Purchased Assets with respect to any taxable period or portion thereof ending on or prior to Purchaser under Section 2.1. The Company acknowledges that it is retaining the Closing Date (for this purpose, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expensesExcluded Liabilities, and to the extent based on incomeCompany shall pay, receipts or expenses, shall be allocated based on a closing of discharge and perform all the books method as of the close of business on the Closing Date), (ii) subject to Section 5.4(a), all Liabilities for Taxes that will arise as a result of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of lawExcluded Liabilities.

Liabilities Not Being Assumed. Other than the Assumed Obligations, Buyer The Acquiror is not assuming and shall not be obligated to assume pay or perform satisfy, and is not assuming or performing the Seller shall remain responsible for, any Liabilities of Seller other than the Assumed Liabilities (collectively, the “Retained Excluded Liabilities”), and Seller shall remain responsible for all Retained Liabilities, including the following: (a) all Indebtednessany Liabilities relating to or arising out of the operation or conduct of the Business; (b) all Liabilities relating to Excluded Assetsany accounts or notes payable of the Seller; (c) all any Liabilities relating accruing under any Assigned Contract on or prior to any current or former employees or consultants of Seller or any Employee Benefit Plan of Sellerthe Closing Date; (d) all any Liabilities in respect arising out of Seller’s products or services performed by Seller with respect any claim, irrespective of the legal theory asserted, related to the Excluded development, commercialization, manufacture, packaging, import, marketing, distribution, sale or use of the Products or the use of the Purchased Assets; (e) all any Liabilities relating to compliance with Orders against or arising out of any claim, irrespective of the legal theory asserted, related to Seller or the Excluded Assets or other legal requirements operation of the Business (specifically identified as a liability not being assumed by the Acquiror is all of the Seller’s interest and any potential liabilities in the pending litigation filed in the County Court of the Ninth Circuit Court in and for Orange County, Prime Dental Lab, LLC v. Xxxxxxx X. Xxxxxx, D.D.S., P.A. (CASE NO.: 2020-CC-013501-O)); (f) all any Liabilities related to any officerTaxes payable in connection with the operation of the Business, directorthe ownership, equity holder leasing, possession or agent use of Seller the Purchased Assets or its Affiliatesthe sale of Products; (g) all any Liabilities for pollution or contamination of the environment or damage to indemnifynatural resources arising out of or related to the conduct of the Business, reimburse including any manufacture, generation, refining, processing, distribution, use, sale, treatment, recycling, receipt, storage, disposal, transportation, handling, emission, discharge, leaching, release or advance amounts to threatened release of any officer, director, stockholder or agent Hazardous Material in connection with the conduct of Seller or its Affiliatesthe Business; (h) all any Liabilities in respect under any Environmental, Health and Safety Laws arising out of or related to the conduct of the Business; (i) any pending or threatened litigation against Liabilities of the Seller to the employees of the Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assetsincluding deferred compensation, or and any claim arising out of, relating to or otherwise in respect Liabilities of the Business (other than Seller to such employees arising from the extent relating to termination of such employees’ employment with the Purchased Assets) or the Excluded AssetsSeller; and (ij) (i) all any Liabilities for Taxes arising as a result of or with respect to the Business or the Purchased Assets with respect to any taxable period or portion thereof ending on or prior to the Closing Date (for this purpose, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of Seller based upon Seller’s acts or omission occurring after the close of business on the Closing Date), (ii) subject to Section 5.4(a), all Liabilities for Taxes that will arise as a result of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of lawClosing.

Liabilities Not Being Assumed. Other than Except for the Assumed Obligations, Seller agrees that Buyer shall not be obligated to assume or perform and is not assuming or performing any Liabilities of Seller (collectively, the “Retained Liabilities”)performing, and Seller shall remain responsible for all for, any liabilities or obligations of Seller, whether known or unknown, fixed or contingent, certain or uncertain, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (the "Retained Liabilities"). The Retained Liabilities include, including without limitation, any and all of the followingfollowing obligations or liabilities of Seller: (a) all IndebtednessAny compensation or benefits payable to present or past employees of Seller, including without limitation, any liabilities arising under any employee pension or profit sharing plan or other employee benefit plan and any of Seller's obligations for vacation, holiday or sick pay; (b) all All federal, state, local, foreign or other taxes (i) that have arisen prior to the Closing Date or may arise thereafter out of the Business either prior to or after the Closing Date, (ii) for which Seller is or, at any time hereafter, may become liable; provided, however, that the Retained Liabilities relating to Excluded Assetsshall not include any taxes arising out of the conduct by Buyer, after the Closing Date, of the Business, or (iii) which arise from the consummation of the transactions contemplated hereby; (c) Any Liens or Encumbrances on any of the Purchased Assets and all Liabilities relating to any current or former employees or consultants of Seller or any Employee Benefit Plan of Sellerobligations and liabilities secured thereby that are not set forth on Schedule 2.1 hereto; (d) all Liabilities in respect All obligations of Seller’s products , either for borrowed money or services performed by Seller incurred in connection with respect to the Excluded Assetspurchase, lease or acquisition of any assets, that are not set forth on Schedule 2.1 hereto; (e) all Liabilities relating to compliance with Orders against Any accounts or related to Seller or the Excluded Assets or other legal requirements notes payable of Seller, that are not set forth on Schedule 2.1 hereto; (f) all Liabilities to any officerAny claims, directordemands, equity holder actions, suits or agent of Seller or its Affiliates; (g) all Liabilities to indemnify, reimburse or advance amounts to any officer, director, stockholder or agent of Seller or its Affiliates; (h) all Liabilities in respect of any pending or threatened litigation legal proceedings against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assets, or any claim arising out of, relating to or otherwise in respect of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assets; and (i) (i) all Liabilities for Taxes arising as a result of or with respect to the Business or the Purchased Assets that arise in any way from or in connection with respect to any taxable period or portion thereof ending on or (i) Seller's operation of the Business prior to the Closing Date (for this purpose, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date), (ii) subject to Section 5.4(a)any other business or non-business activities of Seller conducted prior hereto or hereafter, all Liabilities for Taxes including, but not limited to, those legal actions or other proceedings set forth in Schedule 4.15 hereto; and (g) Any obligations under any employment, consulting or non-competition agreement, whether written or oral, that will arise are not listed on Schedule 2.1 and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a result consequence of, or following, consummation of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of lawhereby.

Liabilities Not Being Assumed. Other than the Assumed Obligations, Buyer The Acquiror is not assuming and shall not be obligated to assume pay or perform satisfy, and is not assuming or performing the Seller shall remain responsible for, any Liabilities of Seller other than the Assumed Liabilities (collectively, the “Retained Excluded Liabilities”), and Seller shall remain responsible for all Retained Liabilities, including the following: (a) all Indebtednessany Liabilities relating to or arising out of the operation or conduct of the Business; (b) all Liabilities relating to Excluded Assetsany accounts or notes payable of the Seller; (c) all any Liabilities relating accruing under any Assigned Contract on or prior to any current or former employees or consultants of Seller or any Employee Benefit Plan of Sellerthe Closing Date; (d) all any Liabilities in respect arising out of Seller’s products or services performed by Seller with respect any claim, irrespective of the legal theory asserted, related to the Excluded development, commercialization, manufacture, packaging, import, marketing, distribution, sale or use of the Products or the use of the Purchased Assets; (e) all any Liabilities relating to compliance with Orders against or arising out of any claim, irrespective of the legal theory asserted, related to Seller or the Excluded Assets or other legal requirements operation of Sellerthe Business; (f) all any Liabilities related to any officerTaxes payable in connection with the operation of the Business, directorthe ownership, equity holder leasing, possession or agent use of Seller the Purchased Assets or its Affiliatesthe sale of Products; (g) all any Liabilities for pollution or contamination of the environment or damage to indemnifynatural resources arising out of or related to the conduct of the Business, reimburse including any manufacture, generation, refining, processing, distribution, use, sale, treatment, recycling, receipt, storage, disposal, transportation, handling, emission, discharge, leaching, release or advance amounts to threatened release of any officer, director, stockholder or agent Hazardous Material in connection with the conduct of Seller or its Affiliatesthe Business; (h) all any Liabilities in respect under any Environmental, Health and Safety Laws arising out of any pending or threatened litigation against Seller, the Business (other than threatened litigation related to the extent relating to the Purchased Assets) or the Excluded Assets, or any claim arising out of, relating to or otherwise in respect conduct of the Business (other than to the extent relating to the Purchased Assets) or the Excluded AssetsBusiness; and (i) (i) all any Liabilities for Taxes arising as a result of or with respect the Seller to the Business or employees of the Purchased Assets with respect to any taxable period or portion thereof ending on or prior to the Closing Date (for this purposeSeller, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expensesincluding deferred compensation, and to the extent based on income, receipts or expenses, shall be allocated based on a closing any Liabilities of the books method as Seller to such employees arising from the termination of such employees’ employment with the Seller. (j) any Liabilities of the close of business on Seller based upon Seller’s acts or omission occurring after the Closing Date), (ii) subject to Section 5.4(a), all Liabilities for Taxes that will arise as a result of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of lawClosing.

Liabilities Not Being Assumed. Other than ANYTHING CONTAINED HEREIN TO THE CONTRARY NOTWITHSTANDING, EXCEPT FOR THE ASSUMED OBLIGATIONS, THE BUYER SHALL NOT AND DOES NOT ASSUME ANY LIABILITIES OR OBLIGATIONS (FIXED OR CONTINGENT, KNOWN OR UNKNOWN, MATURED OR UNMATURED) OF THE SELLER WHETHER OR NOT ARISING OUT OF OR RELATING TO THE PURCHASED ASSETS OR THE SUBJECT BUSINESS OR ANY OTHER BUSINESS OF THE SELLER, ALL OF WHICH LIABILITIES AND OBLIGATIONS SHALL AT AND AFTER THE CLOSING REMAIN THE EXCLUSIVE RESPONSIBILITY OF THE SELLER (the Assumed "Excluded Obligations"). Without limiting the generality of the foregoing, the Buyer shall not be obligated to assume or perform and is not assuming or performing any Liabilities of Seller (collectively, the “Retained Liabilities”), following liabilities and Seller shall remain responsible for all Retained Liabilities, including obligations of the followingSeller: (a) all Indebtednessliabilities and obligations for (1) income Taxes and (2) Taxes that are neither accrued nor reserved against on the December Balance Sheet nor incurred in the ordinary course of the Subject Business, consistent with past practice, subsequent to the December Balance Sheet Date; (b) all Liabilities liabilities and obligations relating to Excluded Assetsor arising under any Environmental, Health and Safety Law relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling or emission, migration, discharge or release of pollutants, contaminants, chemicals or industrial, hazardous or toxic substances, crude oil or any fraction thereof or wastes of any kind into the environment or otherwise, in any such case, to the extent such liability or obligation results from or arises out of events, facts or circumstances occurring or existing on or prior to the Closing, notwithstanding that the date on which such action or claim is commenced or made is after the Closing; (c) all Liabilities liabilities and obligations relating to or arising out of any current claim, action, suit, investigation or former employees legal or consultants administrative or arbitration proceeding which is based on or related to products (or parts or components thereof) manufactured, sold, distributed or otherwise disposed of or services performed by the Seller on or any Employee Benefit Plan of Sellerbefore the Closing Date, or which is based on events occurring on or before the Closing Date, in each case notwithstanding that the date on which such action, suit, claim, investigation or proceeding is commenced or made is after the Closing; (d) all Liabilities in respect liabilities and obligations of any nature whatsoever of the Seller to any Affiliate of the Seller (provided that, pursuant to Section 2.3, the Buyer is obligated to pay, on behalf of the Seller’s products or services performed by Seller with respect , certain Designated Debt that is owed to an Affiliate of the Excluded AssetsSeller); (e) all Liabilities relating to compliance with Orders against or liabilities and obligations associated with, related to or owed by any Employee Plan sponsored or maintained by the Seller or the Excluded Assets or other legal requirements any of Sellerits ERISA Affiliates; (f) all Liabilities to any officer, director, equity holder or agent liabilities and obligations of the Seller or its Affiliatesany Shareholder under any guarantee for the payment of money or otherwise; (g) all Liabilities to indemnify, reimburse or advance amounts to any officer, director, stockholder or agent liabilities and obligations of the Seller or its Affiliatesany Shareholder under the Promissory Note issued by the Seller to Xxxxx X. Xxxx in the face amount of $300,000 dated September 25, 1986 and all documents and instruments related thereto (the "Levy Debt"); (h) all Liabilities in respect liabilities and obligations of any pending or threatened litigation against Seller, the Business (other than threatened litigation to the extent nature whatsoever relating to the Purchased Assets) or the Excluded Assets, or any claim arising out of, relating to or otherwise in respect of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assets; and (i) (i) all Liabilities for Taxes arising as a result of or with respect to the Business or the Purchased Assets with respect to any taxable period or portion thereof ending on or prior to the Closing Date (for this purpose, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date), (ii) subject to Section 5.4(a), all Liabilities for Taxes that will arise as a result of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of law.

Liabilities Not Being Assumed. Other (a) This Agreement is intended as and shall be deemed to be an agreement for the sale and purchase of capital stock and assets and, except as is specifically provided for in this Agreement, none of the provisions hereof shall be deemed to create any obligation or liability of the Purchaser to any Person that is not a party to this Agreement, whether under a third-party beneficiary theory, successor liability theory or otherwise. Except as is otherwise provided in this Agreement, the Purchaser shall not, as a result of the execution and consummation of this Agreement, assume, discharge or become liable for any of the liabilities, obligations, debts, contracts or other commitments of any of the Asset Sellers of any kind or nature whatsoever, known or unknown, fixed, approved, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to, at or subsequent to the Closing Date. (b) Anything contained in this Agreement to the contrary notwithstanding, the Purchaser is not assuming any Liabilities of the Asset Sellers other than the Assumed ObligationsLiabilities, Buyer whether or not relating to the Purchased Assets or the Business, all of which Liabilities shall not be obligated to assume or perform at and is not assuming or performing any Liabilities after the Closing remain the exclusive responsibility and obligation of Seller the Asset Sellers (collectively, the “Retained "Excluded Liabilities”"). Without limiting the generality of the foregoing, and Seller shall remain responsible for all Retained the Purchaser is not assuming any of the following Liabilities, including the following: (a) all Indebtedness; (b) all Liabilities relating to Excluded Assets; (c) all Liabilities relating to any current or former employees or consultants Liability of any Asset Seller or any Employee Benefit Plan of Sellerunder this Agreement; (d) any Liability of any Asset Seller for expenses, Taxes or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement, the Related Documents or the consummation (or preparation for the consummation) of the transactions contemplated hereby or thereby (including all Liabilities in respect of attorneys' and accountants' fees, and brokers' or finders' fees incurred by or imposed upon any Asset Seller’s products or services performed by Seller with respect to the Excluded Assets); (e) all Liabilities relating to compliance with Orders against any Liability of any Asset Seller for any account payable, indebtedness or related to Seller or the Excluded Assets or other legal requirements of Sellerexpense; (f) all Liabilities to any officer, director, equity holder or agent of Seller or its Affiliates; (g) all Liabilities to indemnify, reimburse or advance amounts to any officer, director, stockholder or agent of Seller or its Affiliates; (h) all Liabilities in respect Liability of any pending or threatened litigation against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assets, or any claim arising out of, relating to or otherwise in respect of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assets; and (i) (i) all Liabilities for Taxes arising as a result of or with respect to the Business or the Purchased Assets Asset Seller with respect to any taxable Taxes for any period or portion thereof ending on or prior to the Closing Date (for this purpose, with respect to Taxes imposed or the portion ending on a periodic basis for a the Closing Date of any period that includes, includes but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date); (g) any Liability of any Asset Seller (A) arising by reason of any violation or alleged violation of any Law or any requirement of any Governmental Entity, (iiB) subject arising under any Environmental, Health and Safety Laws, including those with respect to Section 5.4(a)any Asset Seller's operation of any business or the Purchased Assets (including any properties previously owned, all Liabilities leased or occupied by any Asset Seller) or (C) arising by reason of any breach or alleged breach by any Asset Seller of any Contract or Order, in any such case to the extent such Liability results from or arises out of events, facts or circumstances occurring or existing on or prior to the Closing, notwithstanding that the date on which any Proceeding or Claim is commenced or made is after the Closing; (h) except as provided in SECTION 2.1(b) above, any Liability for Taxes that will arise the return by any customer of any Asset Seller of a product manufactured or sold by any Asset Seller on or prior to the Closing or any Liability or Claim for any product or service manufactured, sold, distributed or performed, as the case may be, by any Asset Seller on or prior to the Closing based on any express warranty, oral or written, or any implied warranty arising due to the statements or conduct of any Asset Seller or its employees or agents; (i) any Liability of any Asset Seller for which the Purchaser may become liable as a result of or in connection with the failure by any Asset Seller to fully and properly comply with any applicable bulk sales or transfers laws, including but not limited to any liability in connection with non-compliance with the Bulk Sales Law of Quebec. (j) any Liability of any Asset Seller arising out of the injury to or death of any person, or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from or related to products (or parts of components thereof) distributed or otherwise disposed of or for services performed by any Asset Seller, to the extent any of such Liabilities result from or arise out of events, facts or circumstances occurring or existing on or prior to the Closing, notwithstanding that the date on which any Proceeding or Claim is commenced or made is after the Closing; (k) any Liability of any Asset Seller relating to any Proceeding arising out of or in connection with its conduct of the Business or any other business prior to the Closing or any other conduct of any Asset Seller's officers, directors, employees, stockholders, consultants, agents or advisors, whether or not disclosed on the Schedules hereto; (l) except as provided in SECTION 7.10(a)(i), any Liability of any Asset Seller for severance pay or the like with respect to any employee of any Asset Seller; (m) except as provided in SECTION 7.10(a)(i), any Liability relating to a contractual obligation of any Asset Seller, whether written or oral, for bonuses or like payments to any director, officer or employee of any Asset Seller for the period ending on or prior to the Closing; (n) any Liability relating to any Employee Benefit Plan of the Asset Sellers; (o) any Liability of any Asset Seller for worker's compensation based on an event occurring on or prior to the Closing Date; (p) any Liability of any Asset Seller which relates to the Excluded Assets; and (q) any other Liability of any Asset Seller not expressly assumed by the Purchaser under SECTION 2.1 (including any Liabilities arising out of transactions contemplated by this Agreemententered into at or prior to the Closing, any action or inaction at or prior to the Closing or any state of facts existing at or prior to the Closing, regardless of when asserted, which are not expressly described in SECTION 2.2). Each Asset Seller acknowledges that it is retaining the Excluded Liabilities, and the Asset Sellers shall pay, discharge and perform all Excluded Liabilities promptly when due. In addition, the Purchaser is not responsible for any Liability of Leisegang GmbH (iiii) accruing on or before the Closing which is not reflected as a Liability on its Statement of Assets and Liabilities and (ii) any Liabilities not included in the Statement of Assets and Liabilities with respect to the termination by Leisegang GmbH of the nine (9) employees pursuant to SECTION 7.10(a)(iii) that accrue after the Closing. All such Liabilities described in clauses (i) and (ii) shall be "Excluded Liabilities" for all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of law.purposes hereunder. ARTICLE III

Liabilities Not Being Assumed. Other than Except for the Assumed Obligations, or to the extent caused by Buyer’s acts or omissions, Seller agrees that Buyer shall not be obligated to assume or perform and is not assuming or performing any Liabilities liabilities or obligations of Seller Seller, whether known or unknown, fixed or contingent, certain or uncertain, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (collectively, the “Retained Liabilities”), and Seller shall remain responsible for all Retained Liabilities, including which shall include, without limitation, any and all of the followingfollowing obligations or liabilities of Seller: (a) all IndebtednessAny compensation or benefits payable to present or past employees of Seller arising in connection with their employment by Seller, including without limitation, any liabilities arising under any Benefit Plans (as defined in Section 3.16); (b) Except as otherwise provided in Section 6.4, all federal, state, local, foreign or other taxes (i) that have arisen prior to the Closing Date or may arise thereafter out of the conduct of the Business, other business or other operations, but only to the extent conducted by Seller either prior to or after the Closing Date or (ii) that are imposed in the form of sales tax on the Purchased Assets as a result of the consummation of the transactions set forth in this Agreement, other than the sales tax obligations assumed by Buyer under Section 6.4; provided, however, that the Retained Liabilities relating to Excluded shall not include any taxes arising out of the conduct by Buyer, on or after the Closing Date, of the Business, or the ownership, on or after the Closing Date, of the Purchased Assets; (c) All Encumbrances on any of the Purchased Assets and all Liabilities relating obligations and liabilities secured thereby that are not Assumed Obligations or otherwise allocated to any current or former employees or consultants of Seller or any Employee Benefit Plan of SellerBuyer herein; (d) All accounts payable or notes payable obligations for borrowed money, all Liabilities in respect purchase money obligations, except as allocated to Buyer herein, and any other indebtedness or payment obligations of Seller’s products or services performed by Seller with respect to (the Excluded Assets“Retained Debt”); (e) all Liabilities relating to compliance with Orders against Any claims, demands, actions, suits or related to Seller or the Excluded Assets or other legal requirements of Seller; (f) all Liabilities to any officer, director, equity holder or agent of Seller or its Affiliates; (g) all Liabilities to indemnify, reimburse or advance amounts to any officer, director, stockholder or agent of Seller or its Affiliates; (h) all Liabilities in respect of any pending proceedings that have been asserted or threatened litigation prior to the Closing Date against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assets, or any claim arising out of, relating to or otherwise in respect of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assets; and (i) (i) all Liabilities for Taxes arising as a result of or with respect to the Business or the Purchased Assets or which may be asserted or threatened hereafter against the Purchased Assets, the Business or Buyer to the extent arising from or in connection with respect to any taxable period or portion thereof ending on or (i) Seller’s operation of the Business prior to the Closing Date (for this purpose, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date), (ii) subject any other business or non-business activities of Seller conducted prior hereto or hereafter, including, but not limited to, those legal actions or other proceedings set forth in Schedule 3.14 hereto; and (f) Any obligations under any employment, consulting or non-competition agreement to Section 5.4(a)which Seller is a party, all Liabilities for Taxes that will arise whether written or oral, and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a result consequence of the consummation of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of lawhereby.

Liabilities Not Being Assumed. Other than Except for the Assumed Obligations----------------------------- Liabilities, Seller agrees that Buyer shall not be obligated to assume or perform and is not assuming or performing any Liabilities liability or obligation of Seller Seller, whether known or unknown, fixed or contingent, certain or uncertain, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (collectively, the “"Retained Liabilities”"), and Seller shall remain responsible for all Retained Liabilities, including which shall include, without limitation, any and all of the followingfollowing obligations or liabilities of Seller: (a) all IndebtednessExcept as provided for under this Agreement or the Related Agreements, any compensation or benefits payable to present or past employees of Seller, including without limitation, any liabilities arising under any employee pension or profit sharing plan or other employee benefit plan and any of Seller's obligations for vacation, holiday or sick pay that arise prior to the Closing Date; (b) Subject to Section 1.7 below, all federal, state, local, foreign or other taxes of Seller (i) that have arisen prior to the Closing Date, and (ii) for which Seller is or, at any time hereafter, may become liable; provided, however, that the Retained Liabilities relating to Excluded Assetsshall not include any taxes arising out of the conduct of Buyer, on or after the Closing date, of the CommSync Business; provided, further, that Buyer shall bear no liability for taxes arising from the sale of any Pipeline Inventory; (c) Any encumbrance on any of the Purchased Assets arising prior to the Closing Date and all Liabilities relating to any current or former employees or consultants of Seller or any Employee Benefit Plan of Sellerobligations and liabilities secured thereby (an "Encumbrance"); (d) all Liabilities in respect All obligations of Seller’s products , either for borrowed money or services performed by Seller with respect incurred prior to the Excluded Closing in connection with the purchase, lease or acquisition of any of the Purchased Assets; (e) all Liabilities relating Any accrued liabilities (other than liabilities expressly assumed by Buyer pursuant to compliance with Orders against Section 1.3), accounts payable or related to Seller or the Excluded Assets or other legal requirements notes payable of Seller; (f) all Liabilities Any claims, demands, actions, suits or legal proceedings that have been asserted or threatened prior to any officerthe Closing Date against Seller, director, equity holder the CommSync Business or agent of Seller or its Affiliatesthe Purchased Assets; (g) all Liabilities to indemnify, reimburse or advance amounts to any officer, director, stockholder or agent Executory obligations of Seller arising after the Closing Date other than those provided for in Section 1.3(a) herein or its Affiliatesas otherwise provided in this Agreement; (h) all Liabilities in respect Any obligations incurred by Seller prior to the Closing Date under any employment, consulting or non-competition agreement, whether oral or written, and any liabilities or obligations arising out of the termination by Seller of any pending of its employees in anticipation or threatened litigation against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assets, or any claim arising out of, relating to or otherwise in respect as a consequence of the Business (other than to the extent relating to the Purchased Assets) or the Excluded AssetsTransaction; and (i) (i) all Liabilities for Taxes arising as a result of or with respect to the Business or the Purchased Assets with respect to any taxable period or portion thereof ending Seller's Warranty obligations under those programs described on or prior to the Closing Date (for this purpose, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing DateSchedule 1.4(i), (ii) subject to Section 5.4(a), all Liabilities for Taxes that will arise as a result of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of law.

Liabilities Not Being Assumed. Other than Anything contained herein to the Assumed Obligationscontrary notwithstanding, Buyer shall not be obligated to assume or perform and is not assuming or performing any Liabilities of Seller (collectively, the “Retained Liabilities”), and Seller shall remain responsible for all Retained and Buyer shall not assume the following liabilities or obligations, whether fixed or contingent, known or unknown, matured or unmatured, executory or non-executory, of Seller which liabilities and obligations shall at and after the Closing remain the exclusive responsibility of Seller ("Excluded Liabilities, including the following:"): (a) all IndebtednessAll liabilities and obligations of Seller under this Agreement or with respect to or arising out of the consummation of the transactions contemplated by this Agreement; (b) all Liabilities relating to Excluded Assets; (c) all Liabilities relating to any current or former employees or consultants All liabilities and obligations of Seller or any Employee Benefit Plan of for Seller; (d) all Liabilities in respect of Seller’s products or services performed 's fees and expenses and taxes incurred by Seller with respect to the Excluded Assets; (e) all Liabilities in connection with, relating to compliance with Orders against or related to Seller or the Excluded Assets or other legal requirements of Seller; (f) all Liabilities to any officer, director, equity holder or agent of Seller or its Affiliates; (g) all Liabilities to indemnify, reimburse or advance amounts to any officer, director, stockholder or agent of Seller or its Affiliates; (h) all Liabilities in respect of any pending or threatened litigation against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assetsto, or any claim arising out of, relating to or otherwise in respect of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assets; and (i) (i) all Liabilities for Taxes arising as a result of or with respect to the Business or the Purchased Assets with respect to any taxable period or portion thereof ending on or prior to the Closing Date (for this purpose, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date), (ii) subject to Section 5.4(a), all Liabilities for Taxes that will arise as a result consummation of the transactions contemplated by this Agreement, and except as specifically contemplated herein; (iiii) all Liabilities Any liabilities, obligations or expenses for Taxes (including property taxes for property of Seller closed prior to the Closing Date, but not including property taxes for property of Seller which has not closed prior to such Date) of the Seller or its AffiliatesShareholders (regardless of when incurred) or of any other person (regardless of when incurred) under Treas. Reg. 1502-6 (or any similar provision of state, including local, or foreign law) as a transferee or successor, by contract or by operation otherwise; (ii) any liabilities or obligations or expenses of lawthe Seller or Shareholders related to pending or Threatened litigation of Seller or the Shareholders or otherwise related to the Business or Acquired Assets as of the Closing Date and disclosed on Schedule 4.26 (or that should have been disclosed pursuant to Section 4.26); (iii) any liabilities, obligations, or 10 expenses relating to or consisting of any lien, encumbrance or claim affecting the title to (A) the Acquired Assets and (B) liabilities, obligations or expenses under the Land Contracts arising or relating to the period prior to the Closing Date, in each case other than Permitted Liens; and (iv) any liabilities, obligations or expenses relating to any environmental matter or condition not disclosed in Schedule 4.20 (but, based on the Knowledge of Seller or Shareholders, should have been disclosed pursuant to Section 4.20). Seller shall discharge all Excluded Liabilities and, without limitation of the foregoing, if Seller shall liquidate, dissolve, or wind-up after the Closing, Seller shall pay, post security for, or otherwise make provision for all such liabilities.