Common use of LIABILITIES RETAINED BY THE SELLER Clause in Contracts

LIABILITIES RETAINED BY THE SELLER. Notwithstanding anything to the contrary contained herein, the Purchaser shall not assume any debts, obligations or liabilities of the Seller not expressly assumed pursuant to Section 2.2 hereof and the Seller shall continue to be obligated to pay, perform and discharge such debts, obligations and liabilities and hold the Purchaser harmless from any such liabilities ("EXCLUDED LIABILITIES"), including without limitation: (a) any and all actual or contingent liabilities, debts or obligations of or demands upon the Seller arising from operations of the Business or otherwise relating to acts or omissions (actual or alleged) prior to the Closing Date, including liabilities or obligations for trade accounts payable, payroll costs or other obligations for monies owed, or arising from breach or failure to perform by the Seller of any Assumed Contract; (b) any liabilities now existing or which may hereafter exist by reason of any alleged violation or law or governmental regulation or any other claims arising out of any act or omission of the Seller prior to the Closing Date; (c) all liabilities arising out of or in connection with the existence of Hazardous Materials (as defined in Section 3.8(d)) prior to the Closing Date; (d) any liability or obligation to any broker, finder, investment banker or other intermediary engaged by the Seller in connection with the sale of the Assets and transfer of the technologies related to the Business, including, without limitation, the transactions contemplated by this Agreement; (e) the Seller's obligations and liabilities arising under this Agreement; (f) federal, state and local income taxes, if any, payable with respect to the operation of the Business through the Closing Date; (g) sales and other taxes (including, without limitation, use taxes) payable with respect to the operation of the Business through the Closing Date or imposed on Seller in connection with the transactions contemplated hereby; and (h) any liability for benefits or otherwise that has arisen or may arise under any Benefit Arrangement (as defined in Section 3.10(a)), including any extended sick time liability, but not including those certain accrued benefits more fully described in Section 2.2 hereof.

LIABILITIES RETAINED BY THE SELLER. Notwithstanding anything Except for the Assumed Liabilities, the Buyer shall not assume, be liable for or pay, and none of the Purchased Assets shall be subject to, and the Seller shall retain, be unconditionally liable for and pay, any liability or obligation (whether known or unknown, matured or unmatured, stated or unstated, recorded or unrecorded, fixed or contingent, currently existing or hereafter arising) of the Seller, without limitation, the following: (i) any obligation or liability of Seller arising out of this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby or thereby; (ii) except as otherwise provided herein, any obligation or liability of Seller for the fees and expenses of its counsel, accountants and other experts and all other expenses incurred by Seller incident to the contrary contained negotiation, preparation and execution of this Agreement and any agreement entered into in connection herewith and the performance by Seller of its obligations hereunder or thereunder; (iii) except as otherwise provided herein, any obligation or liability of Seller and its directors, officers, employees, consultants and other representatives, arising out of or resulting from any business, activity, course of conduct, action or omission before, on or before the Purchaser shall Closing Date; (iv) all accounts payable of the Seller; (v) any liability or obligation under or in connection with the Retained Assets; (vi) any federal, state, local or other foreign tax payable by the Seller whether such tax is due and payable prior to or after the Closing Date, including but not assume limited to the obligations to the State of California, Employment Development Department (the “California Liabilities”) in respect of state unemployment taxes in the approximate amount of $1,450,000. The California Liabilities are guaranteed by Jxxxxx Xxxxxxx, Xx. and Mxxxxxx Xxxxxxxx and pursuant to separate agreement, ALS, LLC has agreed to remit up to $1 million to satisfy the California Liabilities; (vii) any debts, obligations or indebtedness of the Seller for borrowed money; (viii) all liabilities of the Seller not expressly assumed pursuant with respect to Section 2.2 hereof and any claim, litigation or proceeding accruing with respect to, or arising from or relating to any business, activity, course of conduct, action or omission before, on or after the Seller shall continue Closing Date, including, without limitation, those matters set forth on Schedule 2.9, whether such claim, litigation or proceeding is presented or instituted prior to be obligated to pay, perform and discharge such debts, obligations and liabilities and hold or after the Purchaser harmless from any such liabilities Closing Date; ("EXCLUDED LIABILITIES")ix) all warranty liability of the Seller, including without limitation: (a) any and all actual or contingent liabilities, debts or obligations of or demands upon the Seller arising from operations of the Business or otherwise relating to acts or omissions (actual or alleged) for claims which arise prior to the Closing Date, including liabilities or obligations for trade accounts payable, payroll costs or other obligations for monies owed, or arising from breach or failure to perform by the Seller of any Assumed Contract; (b) any liabilities now existing or which may hereafter exist by reason of any alleged violation or law or governmental regulation or any other whether such claims arising out of any act or omission of the Seller are presented prior to or after the Closing Date;; and (cx) all liabilities arising out of or in connection with the existence of Hazardous Materials (as defined in Section 3.8(d)) prior to the Closing Date; (d) any liability or obligation to any brokeremployees for accrued, finder, investment banker or other intermediary engaged by the Seller in connection with the sale of the Assets and transfer of the technologies related to the Businessunpaid compensation, including, without limitation, vacation, paid time off and sick pay in the transactions contemplated amount of $20,000 payable by this Agreement; (e) credit to Buyer which credit will taken by Buyer in 2 equal installments of $10,000 against the Seller's obligations and liabilities arising under this Agreement; (f) federal, state and local income taxes, if any, amounts payable with respect pursuant to the operation terms of Section 1.2 (a) hereof for the Business through the Closing Date; (g) sales months of January 2006 and other taxes (including, without limitation, use taxes) payable with respect to the operation of the Business through the Closing Date or imposed on Seller in connection with the transactions contemplated hereby; and (h) any liability for benefits or otherwise that has arisen or may arise under any Benefit Arrangement (as defined in Section 3.10(a)), including any extended sick time liability, but not including those certain accrued benefits more fully described in Section 2.2 hereofFebruary 2006.

LIABILITIES RETAINED BY THE SELLER. Notwithstanding anything to Except for the contrary contained hereinAssumed Liabilities, the Purchaser Buyer shall not assume any debtsassume, obligations be liable for or liabilities pay, and none of the Seller not expressly assumed pursuant to Section 2.2 hereof Purchased Assets shall be subject to, and the Seller shall continue to retain, be obligated to unconditionally liable for and pay, perform and discharge such debtsany liability or obligation (whether known or unknown, obligations and liabilities and hold matured or unmatured, stated or unstated, recorded or unrecorded, fixed or contingent, currently existing or hereafter arising) of the Purchaser harmless from any such liabilities ("EXCLUDED LIABILITIES")Seller, including without limitation, the following: (ai) any and all actual obligation or contingent liabilities, debts or obligations liability of or demands upon the Seller arising from operations out of this Agreement, any agreement entered into in connection herewith or the Business transactions contemplated hereby or otherwise relating to acts or omissions (actual or alleged) prior to the Closing Date, including liabilities or obligations for trade accounts payable, payroll costs or other obligations for monies owed, or arising from breach or failure to perform by the Seller of any Assumed Contractthereby; (bii) except as otherwise provided herein, any liabilities now existing obligation or which may hereafter exist liability of Seller for the fees and expenses of its counsel, accountants and other experts and all other expenses incurred by reason Seller incident to the negotiation, preparation and execution of this Agreement and any alleged violation agreement entered into in connection herewith and the performance by Seller of its obligations hereunder or law thereunder; (iii) except as otherwise provided herein, any obligation or governmental regulation or any liability of Seller and its directors, officers, employees, consultants and other claims representatives, arising out of or resulting from any act business, activity, course of conduct, action or omission of before, on or after the Seller prior to the Closing Effective Date; (civ) all liabilities arising out accounts payable of the Seller; (v) any liability or obligation under or in connection with the existence of Hazardous Materials Retained Assets. (as defined in Section 3.8(d)vi) any federal, state, local or other foreign tax payable by the Seller whether such tax is due and payable prior to or after the Closing Effective Date; (dvii) any liability or obligation indebtedness of the Seller for borrowed money; (viii) all liabilities of the Seller with respect to any brokerclaim, finderlitigation or proceeding accruing with respect to, investment banker or other intermediary engaged by arising from or relating to any business, activity, course of conduct, action or omission before, on or after the Seller in connection with the sale of the Assets and transfer of the technologies related to the BusinessEffective Date, including, without limitation, those matters set forth on Schedule 2.9, whether such claim, litigation or proceeding is presented or instituted prior to or after the transactions contemplated by this Agreement; (e) the Seller's obligations and liabilities arising under this Agreement; (f) federal, state and local income taxes, if any, payable with respect to the operation of the Business through the Closing Effective Date; (gix) sales except to the extent of $12,500, which shall be born by Buyer, all liabilities, obligations, payments, benefits, costs and other taxes (expenses including, without limitation, use taxesany salary, wage, vacation, bonus, severance, expense reimbursement or other benefit: (a) accruing and payable to staff and part--time employees of the Seller who become employed by the Buyer after the Effective Date with respect to any period before the operation Effective Date as set forth in Schedule 1.3 attached hereto, (b) accruing and payable to all other employees of the Business through Seller with respect to any period before or after the Closing Date Effective Date, (c) accruing and payable to all former employees of the Seller whose employment terminated before the Effective Date, (d) accruing and payable pursuant to any employee benefit plans (including pension plans) of the Seller or imposed on Seller under federal and state laws governing such plans, whether before or after the Effective Date, including, without limitation, in connection with the transactions contemplated herebytermination of participation under such plan by a staff or part-time employee; andor (e) accruing and payable in connection with the termination of any such employee benefit plan of the Seller, whether before or after the Effective Date. (hx) any all warranty liability for benefits or otherwise that has arisen or may arise under any Benefit Arrangement (as defined in Section 3.10(a))of the Seller, including any extended sick time liabilitywithout limitation, but not including those certain accrued benefits more fully described in Section 2.2 hereoffor claims which arise prior to the Effective Date, whether such claims are presented prior to or after the Effective Date.

LIABILITIES RETAINED BY THE SELLER. Notwithstanding anything to the contrary contained herein, the The Purchaser shall not assume any debtsliability other than the "Assumed Liabilities, and therefore the Seller shall remain liable for all other debts and obligations or liabilities of the Seller not expressly assumed pursuant to Section 2.2 hereof and the Seller shall continue to be obligated to pay, perform and discharge such debts, obligations and liabilities and hold the Purchaser harmless from any such liabilities ("EXCLUDED LIABILITIES"), debts and obligations including without limitationbut not limited to: (ai) any and all actual or contingent liabilities, debts or obligations for the payment of or demands upon the Seller arising from operations any long term indebtedness of the Business or otherwise relating to acts or omissions (actual or alleged) prior to the Closing Date, including liabilities or obligations for trade accounts payable, payroll costs or other obligations for monies owed, or arising from breach or failure to perform by the Seller of any Assumed Contract;Seller, (bii) any current liabilities now existing or which may hereafter exist by reason of any alleged violation or law or governmental regulation or any other claims arising out of any act or omission of the Seller prior to the Closing Date; (c) all liabilities arising out of or in connection with the existence of Hazardous Materials (as defined in Section 3.8(d)) prior to the Closing Date; (d) any liability or obligation to any broker, finder, investment banker or other intermediary engaged by the Seller in connection with the sale of the Assets and transfer of the technologies related to the BusinessSeller, including, without limitation, the transactions contemplated by this Agreementaccrued employee vacation, sick and holiday pay and paid time off and associated payroll taxes; (eiii) any and all liabilities of the Seller's obligations and liabilities arising under this AgreementSeller relating to acts or omissions, including medical malpractice; (fiv) federalany and all claims of the United States Government under the Medicare program, the State of Louisiana under Medicaid programs, or any other third party payors; (v) federal and state and local income taxes, if any, payable with respect to the operation any activities of the Business through the Closing DateSeller; (gvi) sales and other taxes (including, without limitation, use taxes) payable with respect to the operation business or operations of the Business through Seller; (vii) any other debt, obligation or liability of the Closing Date Seller (other than the Assumed Liabilities) whether or imposed not such debt, obligation or liability is disclosed on the financial statements as hereinafter defined; (viii) any liability or obligation to any employee or former employee of the Seller in connection with the transactions contemplated herebyor to any third party, under any pension, insurance, bonus, profit-sharing or other employee benefit plan or arrangement or any obligation relating to salaries, bonuses, vacation or severance pay, or any obligation under ERISA as hereinafter defined; and (hix) any liability for benefits or otherwise that has arisen or may arise the Seller's obligations and liabilities arising under any Benefit Arrangement (as defined in Section 3.10(a)), including any extended sick time liability, but not including those certain accrued benefits more fully described in Section 2.2 hereofthis Agreement.

LIABILITIES RETAINED BY THE SELLER. Notwithstanding anything to Except for the contrary contained hereinAssumed Liabilities, the Purchaser Buyer shall not assume any debtsassume, obligations be liable for or liabilities pay, and none of the Seller not expressly assumed pursuant to Section 2.2 hereof Assets shall be subject to, and the Seller Seller, as the case may be, shall continue to retain, be obligated to unconditionally liable for and pay, perform and discharge such debts, obligations and liabilities and hold the Purchaser harmless from any such liabilities ("EXCLUDED LIABILITIES"), including without limitation: (a) any and all actual or contingent liabilities, debts or obligations of or demands upon the Seller arising from operations of the Business or otherwise relating to acts or omissions (actual or alleged) prior to the Closing Date, including liabilities or obligations for trade accounts payable, payroll costs or other obligations for monies owed, or arising from breach or failure to perform by the Seller of any Assumed Contract; (b) any liabilities now existing or which may hereafter exist by reason of any alleged violation or law or governmental regulation or any other claims arising out of any act or omission of the Seller prior to the Closing Date; (c) all liabilities arising out of or in connection with the existence of Hazardous Materials (as defined in Section 3.8(d)) prior to the Closing Date; (d) any liability or obligation to any broker(whether known or unknown, findermatured or unmatured, investment banker stated or other intermediary engaged by the Seller in connection with the sale unstated, recorded or unrecorded, fixed or contingent, currently existing or hereafter arising) of the Assets and transfer of Seller, as the technologies related to the Businesscase may be, including, without limitation, the following: (i) any obligation or liability of Seller arising out of this Agreement, any agreement entered into in connection herewith or the transactions contemplated by this Agreementhereby or thereby; (eii) any obligation or liability of Seller for the Seller's fees and expenses of its counsel, accountants and other experts and all other expenses incurred by Seller incident to the negotiation, preparation and execution of this Agreement and any agreement entered into in connection herewith and the performance by Seller of its obligations and liabilities arising under this Agreementhereunder or thereunder; (fiii) federalany obligation or liability of Seller and their directors, state officers, employees, consultants and local income taxesother representatives, if anyarising out of or resulting from any business, payable with respect to the operation activity, course of the Business through conduct, action or omission before, on or after the Closing Date; (giv) sales all accounts payable of the Seller; (v) any liability or obligation under or in connection with the Retained Assets. (vi) any federal, state, local or other foreign tax payable by the Seller whether such tax is due and other taxes payable prior to or after the Closing; (vii) any indebtedness of the Seller for borrowed money; (viii) all liabilities of the Seller with respect to any claim, litigation or proceeding accruing with respect to, or arising from or relating to any business, activity, course of conduct, action or omission before, on or after the Closing, including, without limitation, use taxesthose matters set forth on SCHEDULE 2.8, whether such claim, litigation or proceeding is presented or instituted prior to or after the Closing; (ix) all liabilities, obligations, payments, benefits, costs and expenses including, without limitation, any salary, wage, vacation, bonus, severance, expense reimbursement or other benefit: (a) accruing and payable to employees of the Seller who become employed by the Buyer after the Closing, ("Transferring Employee") with respect to any period before the operation Closing, (b) accruing and payable to all other employees of the Business through Seller with respect to any period before or after the Closing Date Closing, (c) accruing and payable to all former employees of the Seller whose employment terminated before the Closing, (d) accruing and payable pursuant to any employee benefit plans (including pension plans) of the Seller or imposed on Seller under federal and state laws governing such plans, whether before or after the Closing, including, without limitation, in connection with the transactions contemplated herebytermination of participation under such plan by a Transferring Employee; andor (e) accruing and payable in connection with the termination of any such employee benefit plan of the Seller, whether before or after the Closing. (hx) any all warranty liability for benefits or otherwise that has arisen or may arise under any Benefit Arrangement (as defined in Section 3.10(a))of the Seller, including any extended sick time liabilitywithout limitation, but not including those certain accrued benefits more fully described in Section 2.2 hereoffor claims which arise out of events occurring prior to the Closing, whether such claims are presented prior to or after the Closing.