Common use of No Other Liabilities Assumed Clause in Contracts

No Other Liabilities Assumed. Each Seller acknowledges and agrees that pursuant to the terms and provisions of this Agreement and under any Contract or Lease, Purchaser will not assume any obligation of any Seller, other than the Assumed Obligations. In furtherance and not in limitation of the foregoing, neither Purchaser nor any of its Affiliates shall assume, and shall not be deemed to have assumed, any debt, Claim, obligation or other liability of any Seller or any of their respective Affiliates whatsoever (other than the Assumed Obligations), including, but not limited to the following (collectively, the "UNASSUMED LIABILITIES"): all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers that relate to any of the Excluded Assets; Excluded Environmental Liabilities; all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers or for which Sellers or any predecessor(s) or Affiliates of Sellers could be liable relating to Taxes (including with respect to the Acquired Assets or otherwise) for all periods, or portions thereof, ending on or prior to the Closing Date including, without limitation, any Taxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement and any deferred Taxes of any nature; all obligations, claims, or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller in connection with, resulting from or attributable to the transactions contemplated by this Agreement or otherwise; all Indebtedness of any Seller or any predecessor(s) or Affiliate(s) of any Seller, including, but not limited to, Indebtedness of Sellers pursuant to the Senior Facility; all obligations of Sellers related to the right to or issuance of any capital stock or other equity interest of Sellers, including, without limitation, any stock options or warrants; all liabilities and obligations from Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing, including, without limitation, any amounts due or which may become due or owing under the Assumed Leases or the Assumed Contracts with respect to the period prior to Closing (other than all cure payments payable in accordance with the terms of this Agreement), whether known or unknown on the date hereof; all obligations and liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing and which (i) constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of any law or (ii) relate to any and all Claims, disputes, demands, actions, liabilities, damages, suits in equity, administrative proceedings, accounts, costs, expenses, setoffs, contributions, attorneys' fees and/or causes of action of whatever kind or character ("PROCEEDING") against Sellers or any predecessor(s) or Affiliate(s) of Sellers, whether past, present, future, known or unknown, liquidated or unliquidated, accrued or unaccrued, pending or threatened; any liability or obligation arising out of any Proceeding commenced after the Closing and arising out of, or relating to, any occurrence or event happening prior to the Closing; all obligations, claims or liabilities (whether known or unknown) with respect to the employees or former employees, or both, of any Seller arising from the operation of the Business prior to the Closing, including, without limitation, payroll, vacation, sick leave, worker's compensation, unemployment benefits or other compensation of any kind to any employee, and obligations of any kind including, without limitation, any liability pursuant to the WARN Act for any action or inaction prior to the Closing; any liability or obligation arising under any Employee Benefit Plan or any other employee benefit plan, program or arrangement at any time maintained, sponsored or contributed to by Seller or any ERISA Affiliate, or with respect to which Sellers or any ERISA Affiliate has any liability; all accounts payable arising prior to the Closing; any liability or obligation arising out of or relating to services and/or products of Sellers to the extent provided, manufactured and/or sold prior to the Closing; any liability or obligation under any Assumed Executory Contract which arises after the Closing but which arises out of or related to any breach that occurred prior to the Closing; any liability or obligation under any contract, agreement, lease, mortgage, indenture or other instrument not assumed by Purchaser hereunder; any liability or obligation under any employment, severance, retention or termination agreement with any employee, consultant or contractor of Sellers; any liability or obligation arising out of or relating to any Seller employee grievance whether or not the affected employees are hired by Purchaser; any liability or obligation of Sellers to any shareholder or Affiliate of any Seller; any liability or obligation to indemnify, reimburse or advance amounts to any officer, director, employee or agent of any Seller; any liability or obligation to distribute to any Seller's shareholders or otherwise apply all or any part of the consideration received hereunder; any liability or obligation arising out of or resulting from any Seller's non-compliance with any law, ordinance, regulation or treaty; any liability or obligation of Sellers under this Agreement or any other document executed in connection herewith; any liability or obligation of any Seller based upon such Seller's acts or omissions occurring after the Closing; and any obligation under the Senior Facility. The parties acknowledge and agree that disclosure of any obligation or liability on any Schedule to this Agreement shall not create an Assumed Obligation or other liability of Purchaser, except where such disclosed obligation has been expressly assumed by Purchaser as an Assumed Obligation in accordance with the provisions of SECTION 0 hereof.

No Other Liabilities Assumed. Each Seller acknowledges and agrees that pursuant to With the terms and provisions exception of the Assumed Liabilities described above in SECTION 4.A. or as expressly provided in any other provision of this Agreement and under any Contract or Lease, Purchaser will not assume any obligation of any Seller, other than the Assumed Obligations. In furtherance and not in limitation of the foregoingAgreement, neither Purchaser RTM nor a Buyer designated by RTM shall assume hereunder, or be responsible or liable in any of its Affiliates shall assume, and shall not be deemed to have assumedway or amount for or in respect of, any debt, Claim, obligation or other liability of any Seller or any of their respective Affiliates whatsoever (other than the Assumed Obligations), including, but not limited to the following (collectively, the "UNASSUMED LIABILITIES"): all obligations, claimscommitments, indebtedness or liabilities of Sellers Seller, Realco or Subsidiary of any predecessor(s) kind or Affiliate(s) of Sellers that relate to any of the Excluded Assets; Excluded Environmental Liabilities; all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers or for which Sellers or any predecessor(s) or Affiliates of Sellers could be liable relating to Taxes character whatsoever (including with respect to the Acquired Assets or otherwise) for all periods, or portions thereof, ending on or prior to the Closing Date including, without limitation, those obligations of Seller set forth on SCHEDULE 8.H. and/or SCHEDULE 8.V.(3)) (all such obligations, liabilities, commitments and obligations that are not being assumed by RTM or a Buyer designated by RTM being collectively referred to herein as the "Excluded Liabilities"), including without limitation any Taxes that will arise as liability for any acts, omissions, occurrences, conditions or events which first arose or accrued prior to the Effective Date (even if a result claim or demand pertaining thereto is not asserted or made until or after the Effective Date), for any Litigation involving Seller or Subsidiary, for any existing Asbestos or Hazardous Materials at any of the sale Company Restaurants, any liability to Seller's or Subsidiary's vendors or sellers of goods, merchandise, materials, foods or beverages, or any produce, product or thing included in Inventories (other than liabilities which first accrue from and after the Acquired Assets Effective Date under or pursuant to this Agreement the Assigned Contracts), and any deferred Taxes of any nature; all obligations, claims, or liabilities liability for any legalsales, accountinguse, investment bankingexcise, brokerage income or similar fees or expenses incurred by any Seller in connection with, resulting from or other taxes attributable to the transactions contemplated by this Agreement ownership, operation or otherwise; all Indebtedness of any Seller or any predecessor(s) or Affiliate(s) of any Seller, including, but not limited to, Indebtedness of Sellers pursuant to the Senior Facility; all obligations of Sellers related to the right to or issuance of any capital stock or other equity interest of Sellers, including, without limitation, any stock options or warrants; all liabilities and obligations from Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct management of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, or other actions, omissions or events occurring Company Restaurants prior to the ClosingEffective Date. Seller and/or Subsidiary is liable and responsible for, includingand shall be and remain liable and responsible for, without limitation, any amounts due or which may become due or owing under the Assumed Leases or the Assumed Contracts with respect to the period prior to Closing (other than all cure payments payable in accordance with the terms of this Agreement), whether known or unknown on the date hereof; all obligations and liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing and which (i) constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of any law or (ii) relate to any and all ClaimsExcluded Liabilities, disputes, demands, actions, liabilities, damages, suits in equity, administrative proceedings, accounts, costs, expenses, setoffs, contributions, attorneys' fees and/or causes of action of whatever kind or character ("PROCEEDING") against Sellers or any predecessor(s) or Affiliate(s) of Sellers, whether past, present, future, known or unknown, liquidated or unliquidated, accrued or unaccrued, pending or threatened; and neither RTM nor a Buyer designated by RTM shall have any liability or obligation arising out of any Proceeding commenced after responsibility for the Closing and arising out of, or relating to, any occurrence or event happening prior to the Closing; all obligations, claims or liabilities (whether known or unknown) with respect to the employees or former employees, or both, of any Seller arising from the operation of the Business prior to the Closing, including, without limitation, payroll, vacation, sick leave, worker's compensation, unemployment benefits or other compensation of any kind to any employee, and obligations of any kind including, without limitation, any liability pursuant to the WARN Act for any action or inaction prior to the Closing; any liability or obligation arising under any Employee Benefit Plan or any other employee benefit plan, program or arrangement at any time maintained, sponsored or contributed to by Seller or any ERISA Affiliate, or with respect to which Sellers or any ERISA Affiliate has any liability; all accounts payable arising prior to the Closing; any liability or obligation arising out of or relating to services and/or products of Sellers to the extent provided, manufactured and/or sold prior to the Closing; any liability or obligation under any Assumed Executory Contract which arises after the Closing but which arises out of or related to any breach that occurred prior to the Closing; any liability or obligation under any contract, agreement, lease, mortgage, indenture or other instrument not assumed by Purchaser hereunder; any liability or obligation under any employment, severance, retention or termination agreement with any employee, consultant or contractor of Sellers; any liability or obligation arising out of or relating to any Seller employee grievance whether or not the affected employees are hired by Purchaser; any liability or obligation of Sellers to any shareholder or Affiliate of any Seller; any liability or obligation to indemnify, reimburse or advance amounts to any officer, director, employee or agent of any Seller; any liability or obligation to distribute to any Seller's shareholders or otherwise apply all or any part of the consideration received hereunder; any liability or obligation arising out of or resulting from any Seller's non-compliance with any law, ordinance, regulation or treaty; any liability or obligation of Sellers under this Agreement or any other document executed in connection herewith; any liability or obligation of any Seller based upon such Seller's acts or omissions occurring after the Closing; and any obligation under the Senior Facility. The parties acknowledge and agree that disclosure of any obligation or liability on any Schedule to this Agreement shall not create an Assumed Obligation or other liability of Purchaser, except where such disclosed obligation has been expressly assumed by Purchaser as an Assumed Obligation in accordance with the provisions of SECTION 0 hereofsame.

No Other Liabilities Assumed. Each Seller acknowledges Sellers acknowledge and agrees agree that pursuant to the terms and provisions of this Agreement and under any Contract or LeaseContract, Purchaser will not assume any obligation Obligation of any SellerSellers, other than the Assumed Obligations. In furtherance and not in limitation of the foregoing, neither Purchaser nor any of its Affiliates affiliates shall assume, and shall not be deemed to have assumed, any debt, Claimclaim, obligation or other liability of any Seller Sellers or any of their respective Affiliates its affiliates whatsoever (other than the Assumed Obligations)as specifically set forth in Section 1.4, including, but not limited to the following (collectivelyi) any Environmental Costs and Liabilities for any act, the "UNASSUMED LIABILITIES"): all obligationsomission, claimscondition, event or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers that relate to any of the Excluded Assets; Excluded Environmental Liabilities; all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers or for which Sellers or any predecessor(s) or Affiliates of Sellers could be liable relating to Taxes (including with respect circumstance to the Acquired Assets extent occurring or otherwise) for all periods, or portions thereof, ending on or existing prior to the Closing Date includingDate, including without limitationlimitation all Environmental Costs and Liabilities relating in any manner to Sellers' direct or indirect handling, transportation or disposal of any Contaminants at the Barceloneta Landfill located in Barceloneta, Puerto Rico, (ii) any of Sellers' liabilities in respect of Taxes, (iii) to the extent that under the applicable law of any authority any Tax or fee is payable exclusively by Sellers, any Taxes that will arise as a result or any fees arising in connection with the consummation of the sale transactions contemplated hereby, including any Tax or liability of any stockholder of Sellers or their affiliates and any of Sellers' fees or expenses incurred in connection with the transfer of the Acquired Assets pursuant to this Agreement and any deferred Taxes of any nature; all obligations, claims, or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller in connection with, resulting from or attributable to the transactions contemplated by this Agreement or otherwise; all Indebtedness of any Seller or any predecessor(s) or Affiliate(s) of any Seller, including, but not limited to, Indebtedness of Sellers pursuant to the Senior Facility; all obligations of Sellers related to the right to or issuance of any capital stock or other equity interest of Sellers, including, without limitation, any stock options or warrants; all liabilities and obligations from Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing, including, without limitation, any amounts due or which may become due or owing under the Assumed Leases or the Assumed Contracts with respect to the period prior to Closing (other than all cure payments payable as expressly provided in accordance with the terms of this Agreement), whether known (iv) any brokers' or unknown on the date hereof; all obligations and liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Datefinders' fees, or other actions, omissions liability of Sellers for costs and expenses (including legal fees and expenses) incurred in connection with this Agreement or events occurring prior to the Closing and which (i) constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of any law or (ii) relate to any and all Claims, disputes, demands, actions, liabilities, damages, suits in equity, administrative proceedings, accounts, costs, expenses, setoffs, contributions, attorneys' fees and/or causes of action of whatever kind or character ("PROCEEDING") against Sellers or any predecessor(s) or Affiliate(s) of Sellers, whether past, present, future, known or unknown, liquidated or unliquidated, accrued or unaccrued, pending or threatened; any liability or obligation arising out of any Proceeding commenced after the Closing and arising out of, or relating to, any occurrence or event happening prior to the Closing; all obligations, claims or liabilities (whether known or unknown) with respect to the employees or former employees, or both, of any Seller arising from the operation consummation of the Business prior to the Closingtransactions contemplated hereby, including, without limitation, payroll, vacation, sick leave, worker's compensation, unemployment benefits or other compensation of any kind to any employee, and obligations of any kind including, without limitation, any liability pursuant to the WARN Act for any action or inaction prior to the Closing; any liability or obligation arising under any Employee Benefit Plan or any other employee benefit plan, program or arrangement at any time maintained, sponsored or contributed to by Seller or any ERISA Affiliate, or with respect to which Sellers or any ERISA Affiliate has any liability; all accounts payable arising prior to the Closing; any liability or obligation arising out of or relating to services and/or products of Sellers to the extent provided, manufactured and/or sold prior to the Closing; any liability or obligation under any Assumed Executory Contract which arises after the Closing but which arises out of or related to any breach that occurred prior to the Closing; any liability or obligation under any contract, agreement, lease, mortgage, indenture or other instrument not assumed by Purchaser hereunder; any liability or obligation under any employment, severance, retention or termination agreement with any employee, consultant or contractor of Sellers; any liability or obligation arising out of or relating to any Seller employee grievance whether or not the affected employees are hired by Purchaser; any liability or obligation of Sellers to any shareholder or Affiliate of any Seller; any liability or obligation to indemnify, reimburse or advance amounts to any officer, director, employee or agent of any Seller; any liability or obligation to distribute to any Seller's shareholders or otherwise apply all or any part of the consideration received hereunder; any liability or obligation arising out of or resulting from any Seller's non-compliance with any law, ordinance, regulation or treaty; (v) any liability or obligation of Sellers under this Agreement (or under any other document executed in connection herewith; agreement between Sellers on the one hand and Purchaser on the other hand entered into on or after the date of this Agreement), (vi) any Indebtedness, (vii) any liability or obligation of any Seller based upon related to retiree medical and other benefits and obligations, except in such Seller's acts or omissions occurring instances where Purchaser has expressly assumed in writing such obligations after the Closing; Closing Date, (viii) any obligations or liabilities, including severance, pension plan benefits and compensation, for Sellers' employees, except in such instances where Purchaser has expressly assumed in writing such obligations after the Closing Date, (ix) any obligation under or liability arising as a result of or whose exis- tence is a breach of Sellers' representations, warranties, agreements or covenants, (x) any Excluded Assets, (xi) Affiliate Obligations, (xii) any Loss relating to any defective product manufactured by Sellers prior to the Senior FacilityClosing Date, (xiii) any Plant Closing Cost or Liability and (xiv) rebates, allowances, deductions and/or price discrepancies relating in any manner to products sold in pursuit of the Business prior to the Closing Date (collectively, "Unassumed Liabilities"). The parties acknowledge and agree that disclosure Disclosure of any obligation or liability on any Schedule schedule to this Agreement shall not create an Assumed Obligation or other liability of the Purchaser, except where such disclosed obligation has been expressly assumed by Purchaser as an Assumed Obligation in accordance with the provisions of SECTION 0 Section 1.4 hereof.

No Other Liabilities Assumed. Each Seller acknowledges Sellers acknowledge and agrees agree that ---------------------------- pursuant to the terms and provisions of this Agreement and under any Contract or LeaseContract, Purchaser Purchasers will not assume any obligation of any SellerSellers, other than the Assumed Obligations. In furtherance and not in limitation of the foregoing, neither Purchaser Purchasers nor any of its Affiliates affiliates shall assume, and shall not be deemed to have assumed, other than as specifically set forth in Sections 1.4 and 1.5 above, any debt, Claimclaim, obligation or other liability of any Seller Sellers or any of their respective Affiliates whatsoever (other than the Assumed Obligations)its affiliates whatsoever, including, but not limited to (i) any Environmental Costs and Liabilities for any act, omission, condition, event or circumstance to the following extent occurring or existing prior to the Closing Date, including without limitation all Environmental Costs and Liabilities relating in any manner to Sellers' direct or indirect handling, transportation or disposal of any Contaminants, (collectivelyii) any of Sellers' liabilities in respect of Taxes except as expressly provided in Sections 1.5(d) and 1.5(e) (but solely to the extent such taxes appear in Schedule 1.5(e)(ii) hereof) and Section 12.11(b) hereof, the "UNASSUMED LIABILITIES"): all obligations, claims(iii) ------------------- any brokers' or finders' fees arising by reason of Sellers' dealings with brokers or other third parties, or liabilities other liability of Sellers or any predecessor(s) or Affiliate(s) of Sellers that relate to any of the Excluded Assets; Excluded Environmental Liabilities; all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers or for which Sellers or any predecessor(s) or Affiliates of Sellers could be liable relating to Taxes costs and expenses (including legal fees and expenses) incurred in connection with this Agreement, (iv) any Indebtedness except for the Assumed Obligations, (v) except as otherwise provided in Section 6.5 hereof with respect to the Acquired Assets accrued and unused vacation of Sellers' Employees, any obligations or otherwise) liabilities for all periodsSellers' Employees, including severance, pension, profit sharing or portions thereofany other employee benefit plans, ending on compensation or prior retiree medical and other benefits and obligations, except to the Closing Date includingextent same constitutes an Employee Amount, without limitation, (vi) any Taxes that will arise obligation or liability arising as a result of the sale or whose existence is a breach of the Acquired Assets pursuant Sellers' representations, warranties, agreements or covenants, (vii) any Excluded Assets, (viii) any Affiliate Obligations, (ix) any liability subject to this Agreement and any deferred Taxes of any nature; all obligationscompromise, claims, or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller in connection with, resulting from or attributable except to the transactions contemplated by this Agreement or otherwise; all Indebtedness of extent same constitutes an Assumed Obligation, and (x) rebates, allowances, deductions and/or price discrepancies relating in any Seller or any predecessor(s) or Affiliate(s) of any Seller, including, but not limited to, Indebtedness of Sellers pursuant manner to the Senior Facility; all obligations of Sellers related to the right to or issuance of any capital stock or other equity interest of Sellers, including, without limitation, any stock options or warrants; all liabilities and obligations from Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing, including, without limitation, any amounts due or which may become due or owing under the Assumed Leases or the Assumed Contracts with respect to the period prior to Closing (other than all cure payments payable products sold in accordance with the terms of this Agreement), whether known or unknown on the date hereof; all obligations and liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing and which (i) constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of any law or (ii) relate to any and all Claims, disputes, demands, actions, liabilities, damages, suits in equity, administrative proceedings, accounts, costs, expenses, setoffs, contributions, attorneys' fees and/or causes of action of whatever kind or character ("PROCEEDING") against Sellers or any predecessor(s) or Affiliate(s) of Sellers, whether past, present, future, known or unknown, liquidated or unliquidated, accrued or unaccrued, pending or threatened; any liability or obligation arising out of any Proceeding commenced after the Closing and arising out of, or relating to, any occurrence or event happening prior to the Closing; all obligations, claims or liabilities (whether known or unknown) with respect to the employees or former employees, or both, of any Seller arising from the operation pursuit of the Business prior to the ClosingClosing Date (collectively, including, without limitation, payroll, vacation, sick leave, worker's compensation, unemployment benefits or other compensation of any kind to any employee, and obligations of any kind including, without limitation, any liability pursuant to the WARN Act for any action or inaction prior to the Closing; any liability or obligation arising under any Employee Benefit Plan or any other employee benefit plan, program or arrangement at any time maintained, sponsored or contributed to by Seller or any ERISA Affiliate, or with respect to which Sellers or any ERISA Affiliate has any liability; all accounts payable arising prior to the Closing; any liability or obligation arising out of or relating to services and/or products of Sellers to the extent provided, manufactured and/or sold prior to the Closing; any liability or obligation under any Assumed Executory Contract which arises after the Closing but which arises out of or related to any breach that occurred prior to the Closing; any liability or obligation under any contract, agreement, lease, mortgage, indenture or other instrument not assumed by Purchaser hereunder; any liability or obligation under any employment, severance, retention or termination agreement with any employee, consultant or contractor of Sellers; any liability or obligation arising out of or relating to any Seller employee grievance whether or not the affected employees are hired by Purchaser; any liability or obligation of Sellers to any shareholder or Affiliate of any Seller; any liability or obligation to indemnify, reimburse or advance amounts to any officer, director, employee or agent of any Seller; any liability or obligation to distribute to any Seller's shareholders or otherwise apply all or any part of the consideration received hereunder; any liability or obligation arising out of or resulting from any Seller's non-compliance with any law, ordinance, regulation or treaty; any liability or obligation of Sellers under this Agreement or any other document executed in connection herewith; any liability or obligation of any Seller based upon such Seller's acts or omissions occurring after the Closing; and any obligation under the Senior Facility"Unassumed Liabilities"). The parties acknowledge and agree that disclosure Disclosure of any obligation or --------------------- liability on any Schedule schedule to this Agreement shall not create an Assumed Obligation or other liability of PurchaserPurchasers, except where such disclosed obligation has been expressly assumed by Purchaser Purchasers as an Assumed Obligation in accordance with the provisions of SECTION 0 Sections 1.4 and 1.5 hereof. Notwithstanding anything to the contrary herein, Purchasers acknowledge that they shall acquire the Accounts subject to the Account Debtor Liability (as defined in Section 1.1(b) above).

No Other Liabilities Assumed. Each Seller acknowledges and agrees that pursuant Anything to the terms contrary contained herein notwithstanding, except as provided in Section 2.3, the parties hereto agree that Buyer shall not and provisions of this Agreement and under any Contract or Lease, Purchaser will does not assume any other Liability or obligation of any Sellerwhatsoever (including without limitation, other than Liabilities and obligations relating to the Assumed Obligations. In furtherance and not in limitation conduct of the foregoing, neither Purchaser nor any of its Affiliates shall assume, and shall not be deemed to have assumed, any debt, Claim, obligation Business or other liability of any Seller or any of their respective Affiliates whatsoever (other than the Assumed Obligations), including, but not limited to the following Assets (collectively, the "UNASSUMED LIABILITIES"): all obligations, claims, or liabilities of Sellers or and use thereof) at any predecessor(s) or Affiliate(s) of Sellers that relate to any of the Excluded Assets; Excluded Environmental Liabilities; all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers or for which Sellers or any predecessor(s) or Affiliates of Sellers could be liable relating to Taxes (including with respect to the Acquired Assets or otherwise) for all periods, or portions thereof, ending time on or prior to the Closing Date includingDate), without limitation, any Taxes that will arise as a result of the sale of the Acquired Assets pursuant whether relating to this Agreement and any deferred Taxes of any nature; all obligations, claims, or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller in connection with, resulting from or attributable to the transactions contemplated by this Agreement or otherwise; all Indebtedness of any Seller or any predecessor(s) or Affiliate(s) of any Seller, including, but not limited to, Indebtedness of Sellers pursuant to the Senior Facility; all obligations of Sellers related to the right to or issuance of any capital stock or other equity interest of Sellers, including, without limitation, any stock options or warrants; all liabilities and obligations from Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership Assets or lease otherwise, fixed or contingent, disclosed or undisclosed (collectively, the "Excluded Liabilities"). Without limiting the foregoing, and anything in Section 2.3 to the contrary notwithstanding, Buyer shall not and does not assume any of the following (each of which shall be included within the definition of "Excluded Liability"): (i) Excluded Taxes, (ii) litigation and related claims and Liabilities, tax liabilities or any other Claims (including the Pending Litigation) against any Seller of any properties kind or assets nature whatsoever involving or any properties relating to facts, events or assets previously used by Sellers at any time prior circumstances arising, relating to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing, no matter when raised (including, without limitation, Liability or obligation for breach, misfeasance or under any amounts due other theory relating to Sellers' conduct, performance or which may become due or owing under the Assumed Leases or the Assumed Contracts with respect to the period prior to Closing (other than all cure payments payable in accordance with the terms of this Agreementnon-performance), whether known or unknown on (iii) Company Options, (iv) Liabilities specifically identified as the date hereof; all obligations and liabilities responsibility of Sellers in Article 6, including any Liabilities relating to any contract, agreement or arrangement between any Employee or Consultant and the Company or any predecessor(sof its subsidiaries, (v) any reserve for discontinued operations, (vi) any note, bond or Affiliate(s) other evidence of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease indebtedness of any properties or assets or Seller, (vii) any properties or assets previously used by Sellers at any time prior Liabilities relating to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing and which (i) constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of any law or (ii) relate to any and all Claims, disputes, demands, actions, liabilities, damages, suits in equity, administrative proceedings, accounts, costs, expenses, setoffs, contributions, attorneys' fees and/or causes of action of whatever kind or character ("PROCEEDING") against Sellers or any predecessor(s) or Affiliate(s) of Sellers, whether past, present, future, known or unknown, liquidated or unliquidated, accrued or unaccrued, pending or threatened; any liability or obligation arising out of any Proceeding commenced after the Closing and arising out ofExcluded Assets, or relating to, (viii) any occurrence or event happening prior to the Closing; all obligations, claims or liabilities (whether known or unknown) with respect to the employees or former employees, or both, of any Seller arising from the operation of the Business prior to the Closing, including, without limitation, payroll, vacation, sick leave, worker's compensation, unemployment benefits or other compensation of any kind to any employee, and obligations of any kind including, without limitation, any liability pursuant to the WARN Act for any action or inaction prior to the Closing; any liability Liability or obligation arising for fraud, breach, misfeasance or under any Employee Benefit Plan or any other employee benefit plan, program or arrangement at any time maintained, sponsored or contributed to by Seller or any ERISA Affiliate, or with respect to which Sellers or any ERISA Affiliate has any liability; all accounts payable arising prior to the Closing; any liability or obligation arising out of or theory relating to services and/or products of Sellers to the extent provided, manufactured and/or sold prior to the Closing; any liability or obligation under any Assumed Executory Contract which arises after the Closing but which arises out of or related to any breach that occurred prior to the Closing; any liability or obligation under any contract, agreement, lease, mortgage, indenture or other instrument not assumed by Purchaser hereunder; any liability or obligation under any employment, severance, retention or termination agreement with any employee, consultant or contractor of Sellers; any liability or obligation arising out of or relating to any Seller employee grievance whether or not the affected employees are hired by Purchaser; any liability or obligation of Sellers to any shareholder or Affiliate of any Seller; any liability or obligation to indemnify, reimburse or advance amounts to any officer, director, employee or agent of any Seller; any liability or obligation to distribute to any Seller's shareholders conduct, performance or otherwise apply all or any part of the consideration received hereunder; any liability or obligation arising out of or resulting from any Seller's non-compliance with performance, and (ix) any law, ordinance, regulation or treaty; any liability or obligation of Sellers under this Agreement or any other document executed in connection herewith; any liability or obligation of any Seller based upon such Seller's acts or omissions occurring after the Closing; and any obligation under the Senior Facility. The parties acknowledge and agree that disclosure of any obligation or liability Liabilities set forth on any Schedule to this Agreement shall not create an Assumed Obligation or other liability of Purchaser, except where such disclosed obligation has been expressly assumed by Purchaser as an Assumed Obligation in accordance with the provisions of SECTION 0 hereof2.4.

No Other Liabilities Assumed. Each Seller acknowledges Sellers acknowledge and agrees agree that pursuant to the terms and provisions of this Agreement and under any Contract Lease or LeaseContract, Purchaser will not assume any obligation of any SellerSellers, other than the Assumed Obligations. In furtherance and not in limitation of the foregoing, neither Purchaser nor any of its Affiliates affiliates shall assume, and shall not be deemed to have assumed, other than as specifically set forth in Article II hereof, any debt, Claimclaim, obligation or other liability of any Seller Sellers or any of their respective Affiliates whatsoever (other than the Assumed Obligations), including, but not limited to the following (collectively, the "UNASSUMED LIABILITIES"): all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers that relate to any of the Excluded Assets; Excluded Environmental Liabilities; all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers or for which Sellers or any predecessor(s) or Affiliates of Sellers could be liable relating to Taxes (including with respect to the Acquired Assets or otherwise) for all periods, or portions thereof, ending on or prior to the Closing Date including, without limitation, any Taxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement and any deferred Taxes of any nature; all obligations, claims, or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller in connection with, resulting from or attributable to the transactions contemplated by this Agreement or otherwise; all Indebtedness of any Seller or any predecessor(s) or Affiliate(s) of any Sellerits affiliates whatsoever, including, but not limited to, Indebtedness of Sellers pursuant to the Senior Facility; all obligations of Sellers related to the right to (i) any Environmental Costs and Liabilities for any act, omission, condition or issuance of any capital stock or other equity interest of Sellers, including, without limitation, any stock options or warrants; all liabilities and obligations from Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, event caused by or arising out of, attributable to Sellers to the extent occurring or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time existing prior to or on the Closing Date, including without limitation all Environmental Costs and Liabilities relating in any manner to Sellers' direct or indirect handling, transportation or disposal of any Contaminants, (ii) any of Sellers' liabilities in respect of Taxes, except as expressly provided in Section 11.11(b) hereof, (iii) any investment banking, financial advisory, brokers' or finders' fees arising by reason of Sellers' dealings with brokers or other actions, omissions or events occurring prior to the Closing, including, without limitation, any amounts due or which may become due or owing under the Assumed Leases or the Assumed Contracts with respect to the period prior to Closing (other than all cure payments payable in accordance with the terms of this Agreement), whether known or unknown on the date hereof; all obligations and liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Datethird parties, or other actionsliability of Sellers for costs and expenses (including legal fees and expenses) incurred in connection with this Agreement, omissions (iv) any Indebtedness, except for the Assumed Obligations, (v) any obligations or events occurring prior liabilities for Sellers' Employees, including severance, termination pay, pension, profit sharing or any other employee benefit plans, compensation or retiree medical and other benefits and obligations, except to the Closing extent otherwise provided in Sections 2.5(b) and which 7.2 hereof, or any obligation, claim or amount under the Workers Adjustment and Retraining Notification Act (i"WARN Act"), (vi) constitute, may constitute any obligation or are alleged to constitute liability arising as a tort, result of or whose existence is a breach of contract Sellers' representations, warranties, agreements or violation of covenants contained in this Agreement or otherwise, (vii) any law or Excluded Assets, (iiviii) relate to any and all ClaimsAffiliate Obligations, disputes, demands, actions, liabilities, damages, suits in equity, administrative proceedings, accounts, costs, expenses, setoffs, contributions, attorneys' fees and/or causes of action of whatever kind or character ("PROCEEDING"ix) against Sellers or any predecessor(s) or Affiliate(s) of Sellers, whether past, present, future, known or unknown, liquidated or unliquidated, accrued or unaccrued, pending or threatened; any liability or obligation arising out of any Proceeding commenced after the Closing and arising out ofsubject to compromise, or relating to, any occurrence or event happening prior except to the Closing; all obligationsextent same constitutes an Assumed Obligation, claims or liabilities and (whether known or unknownx) with respect rebates, allowances, deductions and/or price discrepancies relating in any manner to the employees or former employees, or both, of any Seller arising from the operation products sold in pursuit of the Business prior to the ClosingClosing Date (collectively, including, without limitation, payroll, vacation, sick leave, worker's compensation, unemployment benefits or other compensation of any kind to any employee, and obligations of any kind including, without limitation, any liability pursuant to the WARN Act for any action or inaction prior to the Closing; any liability or obligation arising under any Employee Benefit Plan or any other employee benefit plan, program or arrangement at any time maintained, sponsored or contributed to by Seller or any ERISA Affiliate, or with respect to which Sellers or any ERISA Affiliate has any liability; all accounts payable arising prior to the Closing; any liability or obligation arising out of or relating to services and/or products of Sellers to the extent provided, manufactured and/or sold prior to the Closing; any liability or obligation under any Assumed Executory Contract which arises after the Closing but which arises out of or related to any breach that occurred prior to the Closing; any liability or obligation under any contract, agreement, lease, mortgage, indenture or other instrument not assumed by Purchaser hereunder; any liability or obligation under any employment, severance, retention or termination agreement with any employee, consultant or contractor of Sellers; any liability or obligation arising out of or relating to any Seller employee grievance whether or not the affected employees are hired by Purchaser; any liability or obligation of Sellers to any shareholder or Affiliate of any Seller; any liability or obligation to indemnify, reimburse or advance amounts to any officer, director, employee or agent of any Seller; any liability or obligation to distribute to any Seller's shareholders or otherwise apply all or any part of the consideration received hereunder; any liability or obligation arising out of or resulting from any Seller's non-compliance with any law, ordinance, regulation or treaty; any liability or obligation of Sellers under this Agreement or any other document executed in connection herewith; any liability or obligation of any Seller based upon such Seller's acts or omissions occurring after the Closing; and any obligation under the Senior Facility"Unassumed Liabilities"). The parties acknowledge and agree that disclosure Disclosure of any obligation or liability on any Schedule schedule to this Agreement shall not create an Assumed Obligation or other liability of Purchaser, except where such disclosed obligation has been expressly assumed by Purchaser as an Assumed Obligation in accordance with the provisions of SECTION 0 Article II hereof.

No Other Liabilities Assumed. Each Seller acknowledges and agrees that pursuant to the terms and provisions of this Agreement and under any Contract or Leaseexecutory contracts, unexpired leases, and other contractual rights of Seller, Purchaser will not assume any obligation of any Seller, other than the Assumed Obligations. In furtherance and not in limitation of the foregoing, neither Purchaser nor any of its Affiliates affiliates shall assume, and shall not be deemed to have assumed, other than as specifically set forth in Article II hereof, any debt, Claimclaim, obligation or other liability of any Seller or any of their respective Affiliates whatsoever (other than the Assumed Obligations), including, but not limited to the following (collectively, the "UNASSUMED LIABILITIES"): all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers that relate to any of the Excluded Assets; Excluded Environmental Liabilities; all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers or for which Sellers or any predecessor(s) or Affiliates of Sellers could be liable relating to Taxes (including with respect to the Acquired Assets or otherwise) for all periods, or portions thereof, ending on or prior to the Closing Date including, without limitation, any Taxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement and any deferred Taxes of any nature; all obligations, claims, or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller in connection with, resulting from or attributable to the transactions contemplated by this Agreement or otherwise; all Indebtedness of any Seller or any predecessor(s) or Affiliate(s) of any Sellerits affiliates whatsoever, including, but not limited to, Indebtedness of Sellers pursuant to the Senior Facility; all obligations of Sellers related to the right to (i) any Environmental Costs and Liabilities for any act, omission, condition or issuance of any capital stock or other equity interest of Sellers, including, without limitation, any stock options or warrants; all liabilities and obligations from Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, event caused by or arising out of, attributable to Seller to the extent occurring or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time existing prior to or on the Closing Date, including without limitation all Environmental Costs and Liabilities relating in any manner to Seller's direct or indirect handling, transportation or disposal of any Contaminants, (ii) any of Seller's liabilities in respect of Taxes, except as expressly provided in Section 11.11(b) hereof, (iii) any investment banking, financial advisory, brokers or finders fees arising by reason of Seller's dealings with brokers or other actions, omissions or events occurring prior to the Closing, including, without limitation, any amounts due or which may become due or owing under the Assumed Leases or the Assumed Contracts with respect to the period prior to Closing (other than all cure payments payable in accordance with the terms of this Agreement), whether known or unknown on the date hereof; all obligations and liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Datethird parties, or other actionsliability of Seller for costs and expenses (including legal fees and expenses) incurred in connection with this Agreement, omissions (iv) any Indebtedness, (v) any obligations or events occurring prior liabilities for Seller's Employees, including severance, termination pay, pension, profit sharing or any other employee benefit plans, compensation or retiree medical and other benefits and obligations, except to the Closing extent otherwise provided in Sections 2.4(b) and which 7.2 hereof, or any obligation, claim or amount under the Workers Adjustment and Retraining Notification Act (i"WARN Act"), (vi) constitute, may constitute any obligation or are alleged to constitute liability arising as a tort, result of or whose existence is a breach of contract Seller's representations, warranties, agreements or violation of covenants contained in this Agreement or otherwise, (vii) any law or Excluded Assets, (iiviii) relate to any and all ClaimsAffiliate Obligations, disputes, demands, actions, liabilities, damages, suits in equity, administrative proceedings, accounts, costs, expenses, setoffs, contributions, attorneys' fees and/or causes of action of whatever kind or character ("PROCEEDING"ix) against Sellers or any predecessor(s) or Affiliate(s) of Sellers, whether past, present, future, known or unknown, liquidated or unliquidated, accrued or unaccrued, pending or threatened; any liability or obligation arising out of any Proceeding commenced after the Closing and arising out ofsubject to compromise, or relating to, any occurrence or event happening prior except to the Closing; all obligationsextent same constitutes an Assumed Obligation, claims or liabilities and (whether known or unknownx) with respect rebates, allowances, deductions and/or price discrepancies relating in any manner to the employees or former employees, or both, of any Seller arising from the operation products sold in pursuit of the Business prior to the ClosingClosing Date (collectively, including, without limitation, payroll, vacation, sick leave, worker's compensation, unemployment benefits or other compensation of any kind to any employee, and obligations of any kind including, without limitation, any liability pursuant to the WARN Act for any action or inaction prior to the Closing; any liability or obligation arising under any Employee Benefit Plan or any other employee benefit plan, program or arrangement at any time maintained, sponsored or contributed to by Seller or any ERISA Affiliate, or with respect to which Sellers or any ERISA Affiliate has any liability; all accounts payable arising prior to the Closing; any liability or obligation arising out of or relating to services and/or products of Sellers to the extent provided, manufactured and/or sold prior to the Closing; any liability or obligation under any Assumed Executory Contract which arises after the Closing but which arises out of or related to any breach that occurred prior to the Closing; any liability or obligation under any contract, agreement, lease, mortgage, indenture or other instrument not assumed by Purchaser hereunder; any liability or obligation under any employment, severance, retention or termination agreement with any employee, consultant or contractor of Sellers; any liability or obligation arising out of or relating to any Seller employee grievance whether or not the affected employees are hired by Purchaser; any liability or obligation of Sellers to any shareholder or Affiliate of any Seller; any liability or obligation to indemnify, reimburse or advance amounts to any officer, director, employee or agent of any Seller; any liability or obligation to distribute to any Seller's shareholders or otherwise apply all or any part of the consideration received hereunder; any liability or obligation arising out of or resulting from any Seller's non-compliance with any law, ordinance, regulation or treaty; any liability or obligation of Sellers under this Agreement or any other document executed in connection herewith; any liability or obligation of any Seller based upon such Seller's acts or omissions occurring after the Closing; and any obligation under the Senior Facility"Unassumed Liabilities"). The parties acknowledge and agree that disclosure Disclosure of any obligation or liability on any Schedule schedule to this Agreement shall not create an Assumed Obligation or other liability of Purchaser, except where such disclosed obligation has been expressly assumed by Purchaser as an Assumed Obligation in accordance with the provisions of SECTION 0 Article II hereof.

No Other Liabilities Assumed. Each Seller acknowledges and agrees that pursuant Anything in this Agreement to the terms and provisions of this Agreement and under any Contract or Lease, Purchaser will not assume any obligation of any Seller, other than the Assumed Obligations. In furtherance and not in limitation of the foregoingcontrary notwithstanding, neither Purchaser Buyer nor any of its Affiliates shall assume, and shall not be deemed to have assumed, any debt, Claimclaim, obligation or other liability of any Seller or any of their respective Affiliates whatsoever (its Affiliates, whether known or unknown, now or hereafter existing, accrued or contingent, other than the Assumed Obligations), as specifically set forth in Section 2.3 including, but not limited to the following (collectivelyi) any environmental costs and liabilities, the "UNASSUMED LIABILITIES"): all obligations, claims, or liabilities of Sellers or any predecessor(s(ii) or Affiliate(s) of Sellers that relate to any of the Excluded Assets; Excluded Environmental Liabilities; all obligationsSeller’s liabilities in respect of Taxes, claims(iii) any income, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers or for which Sellers or any predecessor(s) or Affiliates of Sellers could be liable relating to transfer, sales, use, and other Taxes (including with respect to the Acquired Assets or otherwise) for all periods, or portions thereof, ending on or prior to the Closing Date including, without limitation, any Taxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement and any deferred Taxes of any nature; all obligations, claims, or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller arising in connection with, resulting from or attributable to with the consummation of the transactions contemplated by this Agreement or otherwise; all Indebtedness of any Seller or any predecessor(s) or Affiliate(s) of any Seller, including, but not limited to, Indebtedness of Sellers pursuant to the Senior Facility; all obligations of Sellers related to the right to or issuance of any capital stock or other equity interest of Sellers, including, without limitation, any stock options or warrants; all liabilities and obligations from Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing, including, without limitation, any amounts due or which may become due or owing under the Assumed Leases or the Assumed Contracts with respect to the period prior to Closing hereby (other than all cure payments payable as expressly provided in accordance with the terms of this Agreement), whether known (iv) any brokers or unknown on the date hereof; all obligations and liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Datefinders’ fees, or other actionsliability of Seller for costs and expenses (including legal fees and expenses) incurred in connection with this Agreement or the consummation of the transactions contemplated hereby, omissions (vi) any liabilities or events occurring prior to obligations arising out of the Closing and which Royalty Agreements, (ivii) constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of any law or (ii) relate to any and all Claims, disputes, demands, actions, liabilities, damages, suits in equity, administrative proceedings, accounts, costs, expenses, setoffs, contributions, attorneys' fees and/or causes of action of whatever kind or character ("PROCEEDING") against Sellers or any predecessor(s) or Affiliate(s) of Sellers, whether past, present, future, known or unknown, liquidated or unliquidated, accrued or unaccrued, pending or threatened; any liability or obligation arising out of Seller under this Agreement, (viii) any Proceeding commenced after the Closing and arising out ofIndebtedness, (ix) any obligations or relating toliabilities, including severance, for Seller’s employees who are not Transferred Employees, (x) any occurrence or event happening prior to the Closing; all obligations, claims or liabilities (whether known or unknown) with respect to the employees or former employees, or both, of any Seller arising from the operation of the Business prior Seller or any of its ERISA affiliates relating to the Closing, including, without limitation, payroll, vacation, sick leave, worker's compensation, unemployment benefits or other compensation of any kind to any employee, and obligations of any kind including, without limitation, any liability pursuant to the WARN Act for any action or inaction prior to the Closing; any liability or obligation arising under any Employee Benefit Plan or to which any other employee benefit plan, program or arrangement at any time maintained, sponsored or contributed to by of the Seller or its ERISA Affiliates contributes or has any ERISA Affiliateobligation to contribute, or with respect to which Sellers any of the Seller or any ERISA Affiliate Seller’s Affiliates has any liability; all accounts payable arising prior to the Closing; any liability or obligation arising out of or potential liability (including, without limitation any such liability (a) relating to services and/or products of Sellers to the extent provided, manufactured and/or sold prior to the Closing; any liability or obligation benefits payable under any Assumed Executory Contract which arises after Employee Benefit Plan, (b) relating to Title IV of ERISA (c) relating to a multiemployer plan, (d) with respect to noncompliance with the Closing but which arises out notice and benefit continuation requirements of COBRA, or related (e) with respect to any breach that occurred prior to the Closing; noncompliance with ERISA or any liability or obligation under any contractother applicable laws), agreement, lease, mortgage, indenture or other instrument not assumed by Purchaser hereunder; any liability or obligation under any employment, severance, retention or termination agreement with any employee, consultant or contractor of Sellers; any liability or obligation arising out of or relating to any Seller employee grievance whether or not the affected employees are hired by Purchaser; (xi) any liability or obligation of Sellers to any shareholder Seller in respect of pending or Affiliate of any Seller; any liability or obligation to indemnifythreatened claims listed on Schedule 3.14, reimburse or advance amounts to any officer, director, employee or agent of any Seller; any liability or obligation to distribute to any Seller's shareholders or otherwise apply all or any part of the consideration received hereunder; any liability or obligation arising out of or resulting from any Seller's non-compliance with any law, ordinance, regulation or treaty; any liability or obligation of Sellers under this Agreement or any other document executed in connection herewith; any liability or obligation of any Seller based upon such Seller's acts or omissions occurring after the Closing; and any obligation under the Senior Facility. The parties acknowledge and agree that disclosure of (xii) any obligation or liability on arising as a result of or whose existence is a breach of Seller’s representations, warranties, agreements or covenants, or (xiii) any Schedule Qualified Liabilities (as defined below) to this Agreement the extent that the aggregate value of the Qualified Liabilities is greater than $500,000 (collectively, “Unassumed Liabilities”). Each of the Seller and Parent hereby agrees to pay, perform and discharge all of the obligations that are Unassumed Liabilities hereunder. “Qualified Liabilities” shall not create an Assumed Obligation or other liability of Purchaser, except where such disclosed obligation has been expressly mean liabilities assumed by Purchaser as an Assumed Obligation in accordance with the provisions of SECTION 0 hereofpursuant to Section 2.3(b).

No Other Liabilities Assumed. Each Seller acknowledges and agrees that pursuant to the terms and provisions of this Agreement and under any Contract or LeaseContract, Purchaser will not assume any obligation Obligation of any Seller, other than the Assumed Obligations. In furtherance and not in limitation of the foregoing, neither Purchaser nor any of its Affiliates shall assume, not assume and shall not be deemed to have assumed, any debt, Claimclaim, obligation or other liability of any Seller or any of their respective Affiliates whatsoever (other than the Assumed Obligations), including, but not limited to (i) any Environmental Costs and Liabilities for any act, omission, condition, event or circumstance to the following extent occurring or existing prior to the Closing Date, including without limitation all Environmental Costs and Liabilities relating in any manner to Seller's direct or indirect handling, transportation or disposal of any Contaminants (collectivelyii) any of Seller's liabilities in respect of Taxes, (iii) to the "UNASSUMED LIABILITIES"): all obligationsextent that under the applicable law of any authority any Tax or fee is payable exclusively by Seller, claims, or liabilities of Sellers any Taxes or any predecessor(s) fees arising in connection with the consummation of the transactions contemplated hereby, including any Tax or Affiliate(s) liability of Sellers that relate to any stockholder of Seller or its affiliates and any of Seller's fees or expenses incurred in connection with the Excluded Assets; Excluded Environmental Liabilities; all obligations, claims, or liabilities transfer of Sellers or any predecessor(s) or Affiliate(s) of Sellers or for which Sellers or any predecessor(s) or Affiliates of Sellers could be liable relating to Taxes (including with respect to the Acquired Assets (other than as expressly provided in this Agreement), (iv) any brokers' or otherwise) for all periodsfinders' fees, or portions thereofother liability of Seller for costs and expenses (including legal fees and expenses) incurred in connection with this Agreement or the consummation of the transactions contem plated hereby, ending (v) any liability or obligation of Seller under this Agreement (or under any other agreement between Seller on the one hand and Purchaser on the other hand entered into on or after the date of this Agreement), (vi) any Indebtedness, (vii) any liability related to retiree medical and other benefits and obligations, except in such instances where Purchaser has expressly assumed in writing such obligations after the Closing Date, (viii) any obligations or liabilities, including severance, pension plan benefits and compensation, for Seller's employees, except in such instances where Purchaser has expressly assumed in writing such obligations after the Closing Date, (ix) any obligation or liability arising as a result of or whose existence is a breach of Seller's representations, warranties, agreements or covenants, (x) any Excluded Assets, (xi) Affiliate Obligations, (xii) any Loss relating to any defective product manufactured by Seller prior to the Closing Date, (xiii) any Plant Closing Cost or Liability, (xiv) liabilities prior to the Closing Date includingfor payments under assumed Operating Leases and Capital Leases and (xv) rebates, without limitationallowances, deductions and/or price discrepancies relating in any Taxes that will arise as a result of the sale of the Acquired Assets pursuant manner to this Agreement and any deferred Taxes of any nature; all obligations, claims, or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller products sold in connection with, resulting from or attributable to the transactions contemplated by this Agreement or otherwise; all Indebtedness of any Seller or any predecessor(s) or Affiliate(s) of any Seller, including, but not limited to, Indebtedness of Sellers pursuant to the Senior Facility; all obligations of Sellers related to the right to or issuance of any capital stock or other equity interest of Sellers, including, without limitation, any stock options or warrants; all liabilities and obligations from Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing, including, without limitation, any amounts due or which may become due or owing under the Assumed Leases or the Assumed Contracts with respect to the period prior to Closing (other than all cure payments payable in accordance with the terms of this Agreement), whether known or unknown on the date hereof; all obligations and liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing and which (i) constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of any law or (ii) relate to any and all Claims, disputes, demands, actions, liabilities, damages, suits in equity, administrative proceedings, accounts, costs, expenses, setoffs, contributions, attorneys' fees and/or causes of action of whatever kind or character ("PROCEEDING") against Sellers or any predecessor(s) or Affiliate(s) of Sellers, whether past, present, future, known or unknown, liquidated or unliquidated, accrued or unaccrued, pending or threatened; any liability or obligation arising out of any Proceeding commenced after the Closing and arising out of, or relating to, any occurrence or event happening prior to the Closing; all obligations, claims or liabilities (whether known or unknown) with respect to the employees or former employees, or both, of any Seller arising from the operation pursuit of the Business prior to the ClosingClosing Date (collectively, including, without limitation, payroll, vacation, sick leave, worker's compensation, unemployment benefits or other compensation of any kind to any employee, and obligations of any kind including, without limitation, any liability pursuant to the WARN Act for any action or inaction prior to the Closing; any liability or obligation arising under any Employee Benefit Plan or any other employee benefit plan, program or arrangement at any time maintained, sponsored or contributed to by Seller or any ERISA Affiliate, or with respect to which Sellers or any ERISA Affiliate has any liability; all accounts payable arising prior to the Closing; any liability or obligation arising out of or relating to services and/or products of Sellers to the extent provided, manufactured and/or sold prior to the Closing; any liability or obligation under any Assumed Executory Contract which arises after the Closing but which arises out of or related to any breach that occurred prior to the Closing; any liability or obligation under any contract, agreement, lease, mortgage, indenture or other instrument not assumed by Purchaser hereunder; any liability or obligation under any employment, severance, retention or termination agreement with any employee, consultant or contractor of Sellers; any liability or obligation arising out of or relating to any Seller employee grievance whether or not the affected employees are hired by Purchaser; any liability or obligation of Sellers to any shareholder or Affiliate of any Seller; any liability or obligation to indemnify, reimburse or advance amounts to any officer, director, employee or agent of any Seller; any liability or obligation to distribute to any Seller's shareholders or otherwise apply all or any part of the consideration received hereunder; any liability or obligation arising out of or resulting from any Seller's non-compliance with any law, ordinance, regulation or treaty; any liability or obligation of Sellers under this Agreement or any other document executed in connection herewith; any liability or obligation of any Seller based upon such Seller's acts or omissions occurring after the Closing; and any obligation under the Senior Facility. The parties acknowledge and agree that disclosure of any obligation or liability on any Schedule to this Agreement shall not create an Assumed Obligation or other liability of Purchaser, except where such disclosed obligation has been expressly assumed by Purchaser as an Assumed Obligation in accordance with the provisions of SECTION 0 hereof"UNASSUMED LIABILITIES").

No Other Liabilities Assumed. Each Seller acknowledges and agrees that pursuant Anything to the terms and provisions of this Agreement and under any Contract or Leasecontrary contained herein notwithstanding, except as expressly provided in Section 2.3, Purchaser will shall not and does not assume any obligation of any SellerLiabilities or obligations whatsoever (including, other than without limitation, Liabilities and obligations relating to the Assumed Obligations. In furtherance and not in limitation conduct of the foregoing, neither Purchaser nor any of its Affiliates shall assume, and shall not be deemed to have assumed, any debt, Claim, obligation Business or other liability of any Seller or any of their respective Affiliates whatsoever (other than the Assumed Obligations), including, but not limited to the following (collectively, the "UNASSUMED LIABILITIES"): all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers that relate to any of the Excluded Assets; Excluded Environmental Liabilities; all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers or for which Sellers or any predecessor(s) or Affiliates of Sellers could be liable relating to Taxes (including with respect to the Acquired Assets or otherwise) for all periods, or portions thereof, ending at any time on or prior to the Closing Date Date), whether relating to or arising out of the Business or the Acquired Assets or otherwise, matured or unmatured, fixed or contingent, disclosed or undisclosed. Without limiting the foregoing, Purchaser shall not and does not assume any of the following: (i) taxes of any kind or nature; (ii) litigation and related claims and Liabilities and any other claims (including, without limitation, any Taxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement and any deferred Taxes pending litigation) against Seller of any nature; all obligationskind or nature whatsoever involving or relating to facts, claimsevents or circumstances arising, or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller in connection with, resulting from or attributable to the transactions contemplated by this Agreement or otherwise; all Indebtedness of any Seller or any predecessor(s) or Affiliate(s) of any Seller, including, but not limited to, Indebtedness of Sellers pursuant to the Senior Facility; all obligations of Sellers related to the right relating to or issuance of any capital stock or other equity interest of Sellers, including, without limitation, any stock options or warrants; all liabilities and obligations from Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing, includingno matter when raised; (iii) all Liabilities and obligations under any collective bargaining agreement with a union or any other contractual relationship or arrangement of any nature with a union and/or any other employment related arrangement to which the present or former employees of Seller are or were entitled (including any severance arrangements), without limitationand Purchaser shall have no obligation to employ any of Seller's employees in connection with or after the transactions contemplated hereby; (iv) Liabilities relating to any contract, agreement or arrangement between Seller and any amounts due other person or which may become due entity of any kind or owing under the Assumed Leases nature whatsoever accruing, arising, relating to or the Assumed Contracts with respect to the period occurring on or prior to Closing (other than all cure payments payable in accordance with the terms of this Agreement), whether known or unknown on the date hereof; all obligations and liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, no matter when raised, except for those Liabilities set forth in Section 2.3; (iv) any note, bond or other actionsevidence of indebtedness of Seller, omissions or events occurring prior to the Closing and which except as set forth in Section 2.3; (iv) constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of any law or (ii) relate to any and all Claims, disputes, demands, actions, liabilities, damages, suits in equity, administrative proceedings, accounts, costs, expenses, setoffs, contributions, attorneys' fees and/or causes of action of whatever kind or character ("PROCEEDING") against Sellers or any predecessor(s) or Affiliate(s) of Sellers, whether past, present, future, known or unknown, liquidated or unliquidated, accrued or unaccrued, pending or threatened; any liability or obligation arising out of any Proceeding commenced after the Closing and arising out of, or relating to, any occurrence or event happening prior to the Closing; all obligations, claims or liabilities (whether known or unknown) with respect to the employees or former employees, or both, of any Seller arising from the operation of the Business prior to the Closing, including, without limitation, payroll, vacation, sick leave, worker's compensation, unemployment benefits or other compensation of any kind to any employee, and obligations of any kind including, without limitation, any liability pursuant to the WARN Act for any action or inaction prior to the Closing; any liability or obligation arising under any Employee Benefit Plan or any other employee benefit plan, program or arrangement at any time maintained, sponsored or contributed to by Seller or any ERISA Affiliate, or with respect to which Sellers or any ERISA Affiliate has any liability; all accounts payable arising prior to the Closing; any liability or obligation arising out of or relating to services and/or products of Sellers to the extent provided, manufactured and/or sold prior to the Closing; any liability or obligation under any Assumed Executory Contract which arises after the Closing but which arises out of or related to any breach that occurred prior to the Closing; any liability or obligation under any contract, agreement, lease, mortgage, indenture or other instrument not assumed by Purchaser hereunder; any liability or obligation under any employment, severance, retention or termination agreement with any employee, consultant or contractor of Sellers; any liability or obligation Liabilities arising out of or relating to any Seller employee grievance whether or not the affected employees are hired by PurchaserExcluded Assets; and (vi) any liability for fraud, breach, misfeasance or obligation of Sellers under any other theory relating to any shareholder conduct, performance or Affiliate of any Seller; any liability or obligation to indemnify, reimburse or advance amounts to any officer, director, employee or agent of any Seller; any liability or obligation to distribute to any Seller's shareholders or otherwise apply all or any part of the consideration received hereunder; any liability or obligation arising out of or resulting from any Seller's non-compliance with any lawperformance. For purposes of this Agreement, ordinance, regulation or treaty; any liability or obligation of Sellers under this Agreement or any other document executed in connection herewith; any liability or obligation of any Seller based upon such Seller's acts or omissions occurring after the Closing; and any obligation under the Senior Facility. The parties acknowledge and agree that disclosure of any obligation or liability on any Schedule to this Agreement shall not create an Assumed Obligation or other liability of Purchaser, except where such disclosed obligation has been expressly assumed by Purchaser as an Assumed Obligation in accordance with the provisions of SECTION 0 hereof.“

No Other Liabilities Assumed. Each Seller acknowledges Sellers acknowledge and agrees agree that pursuant to the terms and provisions of this Agreement and under any Contract or LeaseContract, Purchaser will not assume any obligation of Sellers (including any SellerCure Amounts), other than obligations assumed under the Assumed ObligationsFunCenter Leases. In furtherance and not in limitation of the foregoing, neither Purchaser nor any of its Affiliates affiliates shall assume, and shall not be deemed to have assumed, other than as specifically set forth in Section 1.2 above, any debt, Claimclaim, obligation or other liability of any Seller Sellers or any of their respective Affiliates whatsoever (other than the Assumed Obligations), including, but not limited to the following (collectively, the "UNASSUMED LIABILITIES"): all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers that relate to any of the Excluded Assets; Excluded Environmental Liabilities; all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers or for which Sellers or any predecessor(s) or Affiliates of Sellers could be liable relating to Taxes (including with respect to the Acquired Assets or otherwise) for all periods, or portions thereof, ending on or prior to the Closing Date including, without limitation, any Taxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement and any deferred Taxes of any nature; all obligations, claims, or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller in connection with, resulting from or attributable to the transactions contemplated by this Agreement or otherwise; all Indebtedness of any Seller or any predecessor(s) or Affiliate(s) of any Sellerits affiliates whatsoever, including, but not limited to: (i) any Environmental Liabilities and Costs for any act, Indebtedness of Sellers pursuant omission, condition, event or circumstance to the Senior Facility; all obligations of Sellers related to the right to extent occurring or issuance of any capital stock or other equity interest of Sellers, including, without limitation, any stock options or warrants; all liabilities and obligations from Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time existing prior to or on the Closing Date, including without limitation all Environmental Liabilities and Costs relating in any manner to Sellers' direct or indirect handling, transportation or disposal of any Contaminants, (ii) any of Sellers' liabilities in respect of Taxes, (iii) any brokers' or finders' fees arising by reason of Sellers' dealings with brokers or other actionsthird parties, omissions or events occurring prior to the Closingother liability of Sellers for costs and expenses (including legal fees and expenses) incurred in connection with this Agreement, including(iv) any Indebtedness, without limitation, any amounts due or which may become due or owing under the Assumed Leases or the Assumed Contracts (v) except as otherwise provided in Section 6.2 hereof with respect to the period prior to Closing (other than all cure payments payable in accordance with the terms accrued and unused vacation of this Agreement)Sellers' Employees, whether known any obligations or unknown on the date hereof; all obligations and liabilities of Sellers for Sellers' Employees, including severance, pension, profit sharing or any predecessor(sother employee benefit plans, compensation or retiree medical and other benefits and obligations, (vi) any obligation or Affiliate(sliability arising as a result of or whose existence is a breach of Sellers' representations, warranties, agreements or covenants herein, (vii) of Sellers resulting fromany liability subject to compromise, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease (viii) any obligation of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing and which (i) constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of any law or (ii) relate to any and all Claims, disputes, demands, actions, liabilities, damages, suits in equity, administrative proceedings, accounts, costs, expenses, setoffs, contributions, attorneys' fees and/or causes of action of whatever kind or character ("PROCEEDING") against Sellers or any predecessor(s) or Affiliate(s) affiliate of Sellers, whether pastand (ix) rebates, presentallowances, future, known deductions and/or price discrepancies relating in any manner to products or unknown, liquidated or unliquidated, accrued or unaccrued, pending or threatened; any liability or obligation arising out of any Proceeding commenced after the Closing and arising out of, or relating to, any occurrence or event happening prior to the Closing; all obligations, claims or liabilities (whether known or unknown) with respect to the employees or former employees, or both, of any Seller arising from the operation services sold in pursuit of the Business prior to the Closing, including, without limitation, payroll, vacation, sick leave, worker's compensation, unemployment benefits or other compensation of any kind to any employee, and obligations of any kind including, without limitation, any liability pursuant to the WARN Act for any action or inaction prior to the Closing; any liability or obligation arising under any Employee Benefit Plan or any other employee benefit plan, program or arrangement at any time maintained, sponsored or contributed to by Seller or any ERISA Affiliate, or with respect to which Sellers or any ERISA Affiliate has any liability; all accounts payable arising prior to the Closing; any liability or obligation arising out of or relating to services and/or products of Sellers to the extent provided, manufactured and/or sold prior to the Closing; any liability or obligation under any Assumed Executory Contract which arises after the Closing but which arises out of or related to any breach that occurred prior to the Closing; any liability or obligation under any contract, agreement, lease, mortgage, indenture or other instrument not assumed by Purchaser hereunder; any liability or obligation under any employment, severance, retention or termination agreement with any employee, consultant or contractor of Sellers; any liability or obligation arising out of or relating to any Seller employee grievance whether or not the affected employees are hired by Purchaser; any liability or obligation of Sellers to any shareholder or Affiliate of any Seller; any liability or obligation to indemnify, reimburse or advance amounts to any officer, director, employee or agent of any Seller; any liability or obligation to distribute to any Seller's shareholders or otherwise apply all or any part of the consideration received hereunder; any liability or obligation arising out of or resulting from any Seller's non-compliance with any law, ordinance, regulation or treaty; any liability or obligation of Sellers under this Agreement or any other document executed in connection herewith; any liability or obligation of any Seller based upon such Seller's acts or omissions occurring after the Closing; and any obligation under the Senior FacilityDate. The parties acknowledge and agree that disclosure Disclosure of any obligation or liability on any Schedule schedule to this Agreement shall not create an Assumed Obligation or other any liability of Purchaser, except where such disclosed obligation has been expressly assumed by Purchaser as an Assumed Obligation in accordance with the provisions of SECTION 0 hereof.

No Other Liabilities Assumed. Each Seller acknowledges and agrees that pursuant to the terms and provisions of this Agreement and under any Contract or Lease, Purchaser will not assume any obligation of any Seller, other Other than the Assumed Obligations. In furtherance and Liabilities, Buyer shall not in limitation assume or be deemed to have assumed or guaranteed, or otherwise be responsible for any liability, obligation or claim of the foregoingany nature, neither Purchaser nor whether direct or indirect, for any debt, obligations or liabilities of Seller or any of its Affiliates relating to the Purchased Assets or otherwise, without regard to whether such debt, obligation or liability is known, knowable, or unknown, matured or unmatured, liquidated or unliquidated, fixed or contingent, arising out of acts, omissions or occurrence prior to the Closing Date or any conditions existing prior to the Closing Date, even if such actions, omissions, or conditions continue thereafter, and regardless of whether or not such claims are listed on any Schedule hereto. Except as and to the extent otherwise expressly provided in this Agreement, Buyer has not agreed to pay, shall assume, not be required to assume and shall not be deemed have any liability or obligation, direct or indirect, absolute or contingent, of Seller or any other Person, without regard to have assumedwhether any such liability or obligation is listed on a Schedule hereto (the assumption of which by Buyer is not expressly provided for in, or contemplated by, this Agreement), including any debt, Claim, obligation litigation pending against the Purchased Assets or other liability of any Seller or any of their respective its Affiliates whatsoever (other than in connection with the Assumed Obligations)Purchased Assets, includingany liability or obligation as guarantor, but not limited surety, co-signer, endorser, co-maker or indemnitor, any product or liability claims relating to the following (collectivelyproducts manufactured, the "UNASSUMED LIABILITIES"): all obligations, claimssold or shipped, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers that relate to any of the Excluded Assets; Excluded Environmental Liabilities; all obligationsservices rendered, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers or for which Sellers or any predecessor(s) or Affiliates of Sellers could be liable relating to Taxes (including with respect to the Acquired Assets or otherwise) for all periods, or portions thereof, ending on or prior to the Closing Date including, without limitation, any Taxes that will arise as a result Date. Without limiting the generality of the sale foregoing, Seller shall remain liable for the payment of the Acquired Assets pursuant to this Agreement and any deferred Taxes all of any nature; all obligationsits Liabilities, claims, or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller in connection with, resulting from or attributable to the transactions contemplated by this Agreement or otherwise; all Indebtedness of any Seller or any predecessor(s) or Affiliate(s) of any Seller, including, but not limited to, Indebtedness of Sellers pursuant to the Senior Facility; all obligations of Sellers related to the right to or issuance of any capital stock or other equity interest of Sellers, including, without limitation, any stock options or warrants; all liabilities and obligations from Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing, including, without limitation, including any amounts due or which may become due or owing under the Assumed Leases or the Assumed Contracts owed with respect to the period prior to Pre-Closing (other than all cure payments payable in accordance with the terms of this Agreement), whether known or unknown on the date hereof; all obligations and liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing and which (i) constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of any law or (ii) relate to any and all Claims, disputes, demands, actions, liabilities, damages, suits in equity, administrative proceedings, accounts, costs, expenses, setoffs, contributions, attorneys' fees and/or causes of action of whatever kind or character ("PROCEEDING") against Sellers or any predecessor(s) or Affiliate(s) of Sellers, whether past, present, future, known or unknown, liquidated or unliquidated, accrued or unaccrued, pending or threatened; any liability or obligation arising out of any Proceeding commenced after the Closing and arising out of, or relating to, any occurrence or event happening prior to the Closing; all obligations, claims or liabilities (whether known or unknown) with respect to the employees or former employees, or both, of any Seller arising from the operation of the Business prior to the Closing, including, without limitation, payroll, vacation, sick leave, worker's compensation, unemployment benefits or other compensation of any kind to any employee, and obligations of any kind including, without limitation, any liability pursuant to the WARN Act for any action or inaction prior to the Closing; any liability or obligation arising under any Employee Benefit Plan or any other employee benefit plan, program or arrangement at any time maintained, sponsored or contributed to by Seller or any ERISA Affiliate, or with respect to which Sellers or any ERISA Affiliate has any liability; all accounts payable arising prior to the Closing; any liability or obligation arising out of or relating to services and/or products of Sellers to the extent provided, manufactured and/or sold prior to the Closing; any liability or obligation under any Assumed Executory Contract which arises after the Closing but which arises out of or related to any breach that occurred prior to the Closing; any liability or obligation under any contract, agreement, lease, mortgage, indenture or other instrument not assumed by Purchaser hereunder; any liability or obligation under any employment, severance, retention or termination agreement with any employee, consultant or contractor of Sellers; any liability or obligation arising out of or relating to any Seller employee grievance whether or not the affected employees are hired by Purchaser; any liability or obligation of Sellers to any shareholder or Affiliate of any Seller; any liability or obligation to indemnify, reimburse or advance amounts to any officer, director, employee or agent of any Seller; any liability or obligation to distribute to any Seller's shareholders or otherwise apply all or any part of the consideration received hereunder; any liability or obligation arising out of or resulting from any Seller's non-compliance with any law, ordinance, regulation or treaty; any liability or obligation of Sellers under this Agreement or any other document executed in connection herewith; any liability or obligation of any Seller based upon such Seller's acts or omissions occurring after the Closing; and any obligation under the Senior Facility. The parties acknowledge and agree that disclosure of any obligation or liability on any Schedule to this Agreement shall not create an Assumed Obligation or other liability of Purchaser, except where such disclosed obligation has been expressly assumed by Purchaser as an Assumed Obligation in accordance with the provisions of SECTION 0 hereofPurchase Orders.