Common use of Non-Assumption of Liabilities Clause in Contracts

Non-Assumption of Liabilities. Purchaser shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, or incur any liability or obligation of any nature of the Sellers, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences prior to the Closing Date arising out of or relating to: (a) violation of the requirements of any governmental authority or of the rights of any third person, relating to the reporting and payment of federal, state, or other income Tax Liabilities of Sellers; (b) any severance pay, or accrued vacation pay obligation or any other potential claims that could be brought or alleged by any of the Sellers employees for periods prior to the Closing Date, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers or to which any of the Sellers contributes or any contributions, benefits or liabilities therefore or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Sellers; (c) the interest bearing debts of the Sellers, (d) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or obligations of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, (f) any and all liability and obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed in Schedule 1.4(e).

Non-Assumption of Liabilities. Purchaser Subject to the limitation on indemnification in Sections 8.6 and 8.7, Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Seller or the Business other than the Assumed Liabilities (as defined herein). Without limiting the of the foregoing sentence, the Parties hereby agree that except as expressly set forth in Section 7.2 hereof, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, for or incur any liability or obligation of any nature of the Sellerseither Seller or any Shareholder, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement (provided such occurrences have a basis prior to the Closing Date Date), not otherwise disclosed to Buyer, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) having a basis prior to the Closing Date which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory having a basis prior to the Closing Date; (c) a violation by Seller or any Shareholder of any Applicable Laws or the requirements of imposed by any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income Tax Liabilities income, sales, use, franchise, excise or property tax liabilities of SellersSeller; (bd) the generation, collection, transportation, storage or disposal by Seller of any severance paymaterials, or accrued vacation pay obligation or any other potential claims that could be brought or alleged by any of the Sellers employees for periods including, without limitation, Hazardous Materials, having a basis prior to the Closing Date, Date to or from the Real Property; (e) an agreement or arrangement in existence on the Closing Date between Seller and its employees or any obligations under labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers Seller or to which any of the Sellers contributes Seller contributes, or any contributions, benefits or liabilities therefore therefor, or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by the SellersSeller; (cg) indebtedness and all other obligations and liabilities of Seller to any bank or other lender, who has extended credit to Seller for which there is an outstanding indebtedness or obligation owed by Seller to such lender on the Closing Date, except to the extent any such obligations or liability is an Assumed Liability; (h) any liability or obligation arising as a result of or out of any claim, legal or equitable action, proceeding or investigation pertaining to or relating in any way to Seller initiated at any time, having a basis prior to the Closing Date, whether or not listed on Schedule 4.1(h); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense incurred prior to the Closing Date related to the Operations Property, including, without limitation, the environmental condition thereof; (k) the interest bearing debts of the Sellers, (d) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or obligations of the Sellers Seller for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, hereunder as a result of a contract for this transaction between Seller and such broker; (fl) any liability or obligation of Seller for taxes of any kind, whether relating to periods before or after the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer on or after the Closing, those taxes solely attributable to Buyer and all WCA and those taxes specifically prorated at Closing and undertaken by Buyer pursuant to such proration; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller prior to the Closing Date in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability or attributable to products and services for Buyer’s benefit; (n) any liability or obligation for commissions and bonuses listed on Schedule 3.13of Seller under any guarantee or any agreement to provide indemnification to any other person or entity; (o) any liability or obligation arising from the acts or omissions of Seller or its Affiliates, representatives, agents or employees, accrued prior to the Closing Date, except to the extent that any such liability or obligation is an Assumed Obligation; and (gp) all trade payables and accruals of the Seller in respect of the Business or otherwise (the items described in this Section 7.1 being referred to, collectively, as the “Retained Liabilities”). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any rightsrespect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Retained Liabilities or the Assumed Liabilities, as the case may be, with any third party. Seller agrees to indemnify Buyer and its successors and assigns from and against any liabilities or responsibilities for obligations related to any lease agreement that is not listed Retained Liabilities in Schedule 1.4(e)accordance with Section 8.1 hereof, and Buyer shall indemnify Seller and its successors and assigns from and against any liabilities or obligations of any Assumed Liabilities.

Non-Assumption of Liabilities. Purchaser Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly set forth in Section 7.2 hereof, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, for or incur any liability or obligation of any nature of the Sellers, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, either Seller or incur any liability for Shareholder whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to to, at or after the Closing Date date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of any Applicable Laws or the requirements of imposed by any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income Tax Liabilities income, sales, use, franchise, excise or property tax liabilities of SellersSeller other than ad valorem property taxes and similar taxes prorated on closing statement; (bd) the generation, collection, transportation, storage or disposal by Seller of any severance paymaterials, or accrued vacation pay obligation or any other potential claims that could be brought or alleged by any of the Sellers employees for periods including, without limitation, Hazardous Materials, prior to the Closing Date, ; (e) an agreement or arrangement between Seller and its employees or any obligations under labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers Seller or to which any of the Sellers contributes Seller contributes, or any contributions, benefits or liabilities therefore therefor, or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by the SellersSeller; (cg) indebtedness and all other obligations and liabilities of Seller to any bank or other lender, except to the extent any such obligations or liability is an Assumed Liability; (h) Seller and unrelated to Buyer initiated at any time, whether or not listed on Schedule 4.1(h) (and to the extent any liability or obligation arises out of or relates to both Seller and Buyer, each party's liability shall be proportionately allocated between the parties); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense related to the Operations Property, including, without limitation, the environmental condition thereof; (k) the interest bearing debts of the Sellers, (d) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or obligations of the Sellers Seller for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, ; (fl) any liability or obligation of Seller for taxes of any kind, related to periods before the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer or otherwise attributable to a period of time after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contract; (o) any liability or obligation arising from the acts or omissions of Seller except to the extent that any such liability or obligation is an Assumed Obligation; (p) all trade payables and all liability accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and obligation for commissions between Waste Reduction of South Carolina, Inc. and bonuses listed on Schedule 3.13Laurens County Landfill, LLC dated October 5, 2001; and (gr) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 ((a) through (r) being referred to collectively as the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any rights, respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees to indemnify Buyer and its successors and assigns from and against any liabilities or responsibilities for obligations related to any lease agreement that is not listed Retained Liabilities in Schedule 1.4(e)accordance with Section 8.1 hereof.

Non-Assumption of Liabilities. Purchaser Except as explicitly set ----------------------------- forth in Section 1.7 above, Purchasers shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, or incur any liability or obligation of any nature of the SellersCompany, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to to, at, or after the Closing Date date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement or obligation (whether written or oral); (b) injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) violation of the requirements of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income Tax Liabilities income, sales, use, franchise, excise or property tax liabilities of Sellers; (bd) the generation, collection, transportation, storage or disposal by the Company of any materials, including, without limitation, hazardous materials; (f) any severance pay, or accrued vacation pay obligation or any other potential claims that could be brought or alleged by any of the Sellers Company, compensation owed employees of the Company for periods prior to the Closing Date, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers Company or to which any of the Sellers Company contributes or any contributions, benefits or liabilities therefore therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the SellersCompany; (cg) the interest bearing debts and obligations of the SellersCompany, except for the Assumed Liabilities; (dh) any violation by the Sellers Company of any law, including, without limitation, any federal, state or local antitrust, racketeering or trade practice law, ; and (ei) liabilities or obligations of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, (f) any and all liability and obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed in Schedule 1.4(e).

Non-Assumption of Liabilities. Purchaser Except as explicitly set forth in Section 8.2 below, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, for or incur any liability or obligation of any nature of the Sellers, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, Seller or incur any liability for Stockholder whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to to, at or after the Closing Date date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the date of this Agreement and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of the requirements of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income Tax Liabilities income, sales, use, franchise, excise or property tax liabilities of SellersSeller or Stockholder; (bd) the generation, collection, transportation, storage or disposal by Seller or Stockholder of any materials, including, without limitation, Hazardous Materials; (e) an agreement or arrangement between Seller and the employees of Seller or Stockholder or any labor or collective bargaining unit representing any such employees; (f) the severance pay, or accrued vacation pay obligation of Seller or any other potential claims that could be brought or alleged by any of the Sellers employees for periods prior to the Closing Date, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers Seller or Stockholder or to which any of the Sellers Seller or Stockholder contributes or any contributions, benefits or liabilities therefore therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the SellersSeller or Stockholder; (cg) the interest bearing debts of the Sellers, Seller or Stockholder; (dh) any violation by litigation against Seller or Stockholder, whether or not listed on Schedule 5.1(h); (i) any liability, obligation, cost or expense related to the Sellers of Excluded Assets or the Excluded Business; (j) any federalliability, state obligation cost or local antitrustexpense related to the Land, racketeering or trade practice lawincluding, without limitation, the environmental condition thereof; and (ek) the liabilities or obligations of the Sellers Seller or Stockholder for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder. Seller and Stockholder each agree to indemnify Buyer, (f) any its successors and assigns from and against all liability of the above liabilities and obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed obligations in Schedule 1.4(e)accordance with Section 8.3 below.

Non-Assumption of Liabilities. Purchaser Except as explicitly set forth in Sections 3.7, or 10.2, Buyer shall not, by the execution and performance of this Agreement or otherwiseotherwise (including under theories of successor liability), assume, become responsible forfor or incur, or incur and Seller shall retain after Closing, any liability or obligation of any nature of Seller or Seller Parent (or any other party) relating to the SellersBusiness or Assets, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences prior to the Closing Date completion of the Closing, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) injury to or death of any person or damage to or destruction of any property occurring prior to the Closing Date, whether based on negligence, CONFIDENTIAL SYRACUSE, NY breach of warranty, or any other theory; (c) violation of the requirements of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income Tax Liabilities income, sales, use, franchise, excise or property tax liabilities of Sellers; (b) any severance pay, Seller or accrued vacation pay obligation Seller Parent relating to the Business or any other potential claims that could be brought Assets occurring on or alleged by any of the Sellers employees for periods prior to the Closing Date; (d) the generation, collection, transportation, storage or disposal by Seller or any predecessor of Seller of Hazardous Materials; (e) the presence of any Hazardous Materials on the Land or the migration, leaking, leaching, flowing, emitting or other movement of Hazardous Materials from the Land or on to the Land; (f) any obligations related to any of the Excluded Assets; (g) any liabilities or obligations resulting from non-compliance with any applicable plant closing or bulk sales laws; (h) any liabilities or obligations arising in connection with a collective bargaining agreement; (i) any employee benefit plan, employee welfare benefit plan, employee pension benefit plan, multi-employer plan or multiple employer welfare arrangements (as defined in Section 3 (3), (1), (2), (37) and (40), respectively of ERISA) which are currently maintained and/or sponsored by Seller or Seller Parent, or to which Seller or Seller Parent contributes, or has an obligation to contribute in the future including, without limitation, employment agreements and other agreements containing "golden parachute" provisions and deferred compensation arrangements; (j) any obligations under severance pay obligation of Seller or Seller Parent or any employee benefit plan (within the meaning of Section 3(33 (3) of the Employee Retirement Income Security Act of 1974, as amendedERISA) or any other fringe benefit program maintained or sponsored by Sellers Seller or Seller Parent or to which any of the Sellers Seller or Seller Parent contributes or any contributions, benefits or benefits, liabilities therefore or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Sellersprogram; (c) the interest bearing debts of the Sellers, (dk) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or obligations arising in connection with any employment agreement; (l) any event or circumstance arising prior to the Closing relating to the Business of Seller or Seller Parent or debts of Seller or Seller Parent not specifically assumed by Buyer hereunder; (m) any liability or obligation under the Real Estate Lease for any period commencing upon termination of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, (f) any and all liability and obligation for commissions and bonuses listed on Schedule 3.13Sublease; and (gn) any rightsliability of any predecessor of Seller in connection with the foregoing or any other agreement not specifically set forth below. Notwithstanding that Buyer shall not assume liability with respect to any Proceedings pending against Seller or Seller Parent as of the Closing (including but not limited to those set forth on Schedule 5.10), liabilities Seller and Seller Parent shall not, and shall cause any entity assuming such liability not to, consent to entry of any judgment or responsibilities order, interim or otherwise, or enter into any settlement with respect to such Proceedings that provides for any lease agreement injunctive or other non-monetary relief affecting the Business, the Assets, Buyer or Buyer Parent or that is does not listed in Schedule 1.4(e)include as an unconditional term thereof the giving by each claimant or plaintiff to Buyer and Buyer Parent of a release from all liability with respect to such Proceedings.

Non-Assumption of Liabilities. Purchaser Except as explicitly set forth in Section 8.2 below, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, for or incur any liability or obligation of any nature of the Sellers, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, Seller or incur any liability for Shareholder whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to to, at or after the Closing Date date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the date of this Agreement and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of the requirements of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income Tax Liabilities income, sales, use, franchise, excise or property tax liabilities of SellersSeller or Shareholder; (bd) the generation, collection, transportation, storage or disposal by Seller or Shareholder of any materials, including, without limitation, hazardous materials; (e) an agreement or arrangement between Seller and the employees of Seller or Shareholder or any labor or collective bargaining unit representing any such employees; (f) the severance pay, or accrued vacation pay obligation of Seller or any other potential claims that could be brought or alleged by any of the Sellers employees for periods prior to the Closing Date, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers Seller or Shareholder or to which any of the Sellers Seller or Shareholder contributes or any contributions, benefits or liabilities therefore therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the SellersSeller or Shareholder; (cg) the interest bearing debts of Seller or Shareholder other than the Sellers, Assumed Debt; (dh) any violation litigation against Seller or Shareholder, whether or not listed on Schedule 5.1(h); (i) any liability, obligation cost or expense related to any facility operated by Seller, including, without limitation, the Sellers of any federal, state or local antitrust, racketeering or trade practice law, environmental condition thereof; and (ek) the liabilities or obligations of the Sellers or Seller or Shareholder for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder. Seller and Shareholder each agree to indemnify Buyer, (f) any its successors and assigns from and against all liability of the above liabilities and obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed obligations in Schedule 1.4(e)accordance with Section 8.3 below.

Non-Assumption of Liabilities. Purchaser Except as explicitly set ----------- ----------------------------- forth in Section 1.3 above, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, or incur any liability or obligation of any nature of the SellersSeller, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to to, at, or after the Closing Date date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement or obligation (whether written or oral); (b) injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) violation of the requirements of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income Tax Liabilities income, sales, use, franchise, excise or property tax liabilities of SellersSeller; (bd) the generation, collection, transportation, storage or disposal by Seller of any materials, including, without limitation, Hazardous Materials (as defined in Section 5.12); (e) any agreement or arrangement between Seller and the employees of Seller or any labor or collective bargaining unit representing any such employees; (f) any severance pay, or accrued vacation pay obligation of Seller or any other potential claims that could be brought Shareholder or alleged by any of the Sellers employees for periods prior to the Closing Date, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers Seller or to which any of the Sellers Seller contributes or any contributions, benefits or liabilities therefore therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the SellersSeller; (cg) the interest bearing debts and obligations of the SellersSeller, or Shareholders; and (d) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (eh) liabilities or obligations of the Sellers Seller or Shareholders for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder. Seller and Shareholders hereby jointly and severally agree to indemnify Buyer, (f) any its successors and assigns from and against all liability of the above liabilities and obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed obligations in Schedule 1.4(e)accordance with Section 10.1 of this Agreement.

Non-Assumption of Liabilities. Purchaser Except as explicitly set forth in Section 8.2 below, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, for or incur any liability or obligation of any nature of the Sellers, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, Seller or incur any liability for Stockholder whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to to, at or after the Closing Date date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the date of this Agreement and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of the requirements of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income Tax Liabilities income, sales, use, franchise, excise or property tax liabilities of SellersSeller or Stockholder; (bd) the generation, collection, transportation, storage or disposal by Seller or Stockholder of any materials, including, without limitation, Hazardous Materials; (e) an agreement or arrangement between Seller and the employees of Seller or Stockholder or any labor or collective bargaining unit representing any such employees; (f) the severance pay, or accrued vacation pay obligation of Seller or any other potential claims that could be brought or alleged by any of the Sellers employees for periods prior to the Closing Date, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers Seller or Stockholder or to which any of the Sellers Seller or Stockholder contributes or any contributions, benefits or liabilities therefore therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the SellersSeller or Stockholder; (cg) the interest bearing debts of Seller or Stockholder other than the Sellers, Assumed Debt; (dh) any violation by litigation against Seller or Stockholder, whether or not listed on Schedule 5.1(h); (i) any liability, obligation, cost or expense related to the Sellers Excluded Assets; (j) any liability, obligation cost or expense related to the Operations Property, including, without limitation, the environmental condition thereof and any dispute between Seller and the owner of any federal, state or local antitrust, racketeering or trade practice law, the Operations Property; and (ek) the liabilities or obligations of the Sellers Seller or Stockholder for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder. Seller and Stockholder each agree to indemnify Buyer, (f) any its successors and assigns from and against all liability of the above liabilities and obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed obligations in Schedule 1.4(e)accordance with Section 8.3 below.

Non-Assumption of Liabilities. Except for all of the liabilities and obligations of BSI in the BSI/Rochester Exclusive License after the Closing Date (other than any liabilities and obligations arising from the breach or noncompliance by BSI with the BSI/Rochester Exclusive License prior to the Closing Date or the nonpayment of the License Price thereunder), which liabilities and obligations the Purchaser hereby agrees to assume and become liable for, and except for the other liabilities and obligations of the Purchaser pursuant to this Agreement, the Purchaser shall notnot assume, by or in any way become liable for, any liabilities or obligations of the execution and performance Seller, of this Agreement any kind or nature, whether accrued, absolute, contingent or otherwise, assume, or whether due or to become responsible fordue, or incur otherwise, arising out of events or transactions or facts which shall have occurred on or prior to or, only with respect to the Purchased Assets, subsequent to the Closing Date (collectively, the “Excluded Assets”). The Excluded Assets shall include, without limitation: (a) 50% of all transfer, sales, purchase, use, value added, excise or similar tax imposed under the laws of the United States, or any other state or political subdivision thereof, which arises out of the transfer of the Purchased Assets; (b) any liability or obligation arising out of any claim, action, suit or proceeding pending as of the Closing Date or any subsequent claim, action, suit or proceeding arising out of or relating to matters or events occurring, or with respect to the manner in which the Seller owned or used the Technology, on or prior to the Closing Date; (c) any liability or obligation relating to the ownership, development or use of the Technology by the Seller on or prior to the Closing Date; (d) any liability or obligation arising out of or relating to assets owned or leased by the Seller on, prior or after the Closing Date (other than with respect to the BSI/Rochester Exclusive License after the Closing Date); (e) any liability or obligation of the Seller with respect to a collective bargaining agreement or any nature employee benefit or incentive plan, agreement or arrangement; (f) any liability of the SellersSeller or its affiliates for any federal, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustrationstate, Purchaser shall not assume, become responsible forlocal or foreign income taxes, or incur any liability non-accrued payroll, sales, property or other taxes (including, without limitation, those yet to be assessed or payable) for whether legal or equitableany periods prior to or, matured or contingentother than with respect to the Purchased Assets, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences prior subsequent to the Closing Date arising out including, without limitation, all monies or trust fund taxes required to be withheld by the Seller from employees employed by the Seller; (g) the fees, costs and expenses of any person, firm, corporation or relating to: other entity acting on behalf of, or representing the Seller as broker, finder, investment banker, financial advisor, accountant, attorney or in any similar capacity; (ah) violation any debt, obligation or liability of the requirements Seller for money borrowed; (i) any liability or obligation resulting from a breach caused by the Seller at any time before or after the Closing of any governmental authority agreement, contract, commitment, license or of the rights lease; (j) any liability, obligation, fine or penalty of any third person, kind resulting from and relating to the reporting and payment Seller’s violation of federalapplicable laws or failure to have, statemaintain or comply with the terms of any required permits, licenses, certificates or other income Tax Liabilities of Sellersauthorizations required under applicable law; (bk) any severance payliability or obligation relating to investigation, remediation or accrued vacation pay obligation or otherwise with respect to hazardous materials including, without limitation, all liabilities and obligations with respect to handling, removal, transport, treatment, storage and disposal of hazardous materials, to any other potential claims that could be brought or alleged by any of the Sellers employees for periods location, in each case, occurring prior to or after the Closing Date, or any obligations under any employee benefit plan ; and/or (within the meaning of Section 3(3l) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers or to which any of the Sellers contributes or any contributions, benefits or liabilities therefore or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Sellers; (c) the interest bearing debts of the Sellers, (d) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or future performance obligations of the Sellers for brokerage or Seller in respect of outstanding leases, contracts, licenses, sales orders and purchase orders (other commissions relative than pursuant to this Agreement or the transactions contemplated hereunder, (f) any and all liability and obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed in Schedule 1.4(eBSI/Rochester Exclusive License).

Non-Assumption of Liabilities. Purchaser Except as explicitly set ----------- ----------------------------- forth in Section 1.3 above, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, or incur any liability or obligation of any nature of the SellersSeller, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to to, at, or after the Closing Date date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement or obligation (whether written or oral); (b) injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) violation of the requirements of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income Tax Liabilities income, sales, use, franchise, excise or property tax liabilities of SellersSeller; (bd) the generation, collection, transportation, storage or disposal by Seller of any materials, including, without limitation, 4 Hazardous Materials (as defined in Section 5.12); (e) any agreement or arrangement between Seller and the employees of Seller or any labor or collective bargaining unit representing any such employees; (f) any severance pay, or accrued vacation pay obligation of Seller or any other potential claims that could be brought Shareholder or alleged by any of the Sellers employees for periods prior to the Closing Date, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers Seller or to which any of the Sellers Seller contributes or any contributions, benefits or liabilities therefore therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the SellersSeller; (cg) the interest bearing debts and obligations of the SellersSeller, or Shareholders; and (d) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (eh) liabilities or obligations of the Sellers Seller or Shareholders for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder. Seller and Shareholders hereby jointly and severally agree to indemnify Buyer, (f) any its successors and assigns from and against all liability of the above liabilities and obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed obligations in Schedule 1.4(e)accordance with Section 10.1 of this Agreement.

Non-Assumption of Liabilities. Purchaser Except as explicitly set forth in Section 8.2 below, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, for or incur any liability or obligation of any nature of the Sellers, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, Seller or incur any liability for Stockholders whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to to, at or after the Closing Date date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the date of this Agreement and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of the requirements of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income Tax Liabilities income, sales, use, franchise, excise or property tax liabilities of SellersSeller or Stockholders; (bd) the generation, collection, transportation, storage or disposal by Seller or Stockholders of any materials, including, without limitation, Hazardous Materials; (e) an agreement or arrangement between Seller and the employees of Seller or Stockholders or any labor or collective bargaining unit representing any such employees; (f) the severance pay, or accrued vacation pay obligation of Seller or any other potential claims that could be brought or alleged by any of the Sellers employees for periods prior to the Closing Date, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers Seller or Stockholders or to which any of the Sellers Seller or Stockholders contributes or any contributions, benefits or liabilities therefore therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the SellersSeller or Stockholders; (cg) the interest bearing debts of Seller or Stockholders other than the Sellers, Assumed Debt; (dh) any violation by litigation against Seller or Stockholders, whether or not listed on Schedule 5.1(h); (i) any liability, obligation, cost or expense related to the Sellers of Excluded Assets; (j) any federalliability, state obligation cost or local antitrustexpense related to the Land related to the time prior to the Closing Date, racketeering or trade practice lawincluding, without limitation, the environmental condition thereof; and (ek) the liabilities or obligations of the Sellers Seller or Stockholders for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder. Seller and Stockholders each agree to indemnify Buyer, (f) any its successors and assigns from and against all liability of the above liabilities and obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed obligations in Schedule 1.4(e)accordance with Section 8.3 below.

Non-Assumption of Liabilities. Purchaser Except as explicitly set forth in Section 10.2 below, Buyer shall not, by the execution and performance of this Agreement or otherwiseotherwise (including under theories of successor liability), assume, become responsible for, for or incur any liability or obligation of any nature of Seller or Parent (or any other party) relating to the SellersBusiness or Assets, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences on or prior to the Closing Date Date, including any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) injury to or death of any person or damage to or destruction of any property arising out of an occurrence which took place on or prior to the Closing Date, whether based on negligence, breach of warranty, or any other theory; (c) violation of the requirements of any governmental authority or of the rights of any third person, including any requirements relating to the reporting and payment of federal, state, local or other income Tax Liabilities income, sales, use, franchise, excise or property tax liabilities of SellersSeller or Parent relating to the Business or Assets or otherwise; (bd) the generation, collection, transportation, storage or disposal by Seller of Hazardous Materials; (e) any severance pay, obligations of Seller arising on or accrued vacation pay obligation or any other potential claims that could be brought or alleged by any of the Sellers employees for periods prior to the Closing DateDate under any agreement or arrangement between Seller and the employees of Seller or any labor or collective bargaining unit representing any such employees; (f) any employee benefit plan, employee welfare benefit plan, employee pension benefit plan, multi-employer plan or multiple-employer welfare arrangements (as defined in Sections 3(3), (1), (2), (37) and (40), respectively, of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) which are currently maintained and/or sponsored by Seller or Parent, or to which Seller or Parent currently contributes, or has an obligation to contribute in the future (including employment agreements and any other agreements containing "golden parachute" provisions and deferred compensation agreements except for the obligations under the Employee Contracts that arise after the Closing Date); (g) any severance pay obligation of Seller or Parent or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amendedERISA) or any other fringe benefit program maintained or sponsored by Sellers Seller or Parent or to which any of the Sellers Seller or Parent contributes or any contributions, benefits or liabilities therefore therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the SellersSeller; (ch) the interest bearing debts any obligations related to any of the Sellers, Excluded Assets; (di) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or obligations resulting from non-compliance with any applicable plant-closing or bulk sales laws; (j) the ownership or operation of the Sellers for brokerage or other commissions relative to this Agreement Business or the transactions contemplated hereunderAssets on or prior to the Closing Date, (f) any and all liability and obligation for commissions and bonuses listed on Schedule 3.13except as explicitly set forth in Section 10.2; and (gk) any rightsthe debts of Seller or Parent not specifically assumed by Buyer hereunder. Seller and Parent hereby jointly and severally agree to indemnify Buyer, its successors and assigns from and against all of the above liabilities or responsibilities for any lease agreement that is not listed and obligations in Schedule 1.4(e).accordance with Section 11.2 below

Non-Assumption of Liabilities. Purchaser Except as explicitly set forth in Section 8.2 below, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, for or incur any liability or obligation of any nature of Seller or any of the Sellers, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or incur any liability for Stockholders whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to to, at or after the Closing Date date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the date of this Agreement and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of the requirements of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income Tax Liabilities income, sales, use, franchise, excise or property tax liabilities of SellersSeller or Stockholders; (bd) the generation, collection, transportation, storage or disposal by Seller or Stockholders of any materials, including, without limitation, Hazardous Materials; (e) an agreement or arrangement between Seller and the employees of Seller or Stockholders or any labor or collective bargaining unit representing any such employees; (f) the severance pay, or accrued vacation pay obligation of Seller or any other potential claims that could be brought or alleged by any of the Sellers employees for periods prior to the Closing Date, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers Seller or Stockholders or to which any of the Sellers Seller or Stockholders contributes or any contributions, benefits or liabilities therefore therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the SellersSeller or Stockholders; (cg) the interest bearing debts of the Sellers, Seller or Stockholders; (dh) any violation by litigation against Seller or Stockholders, whether or not listed on Schedule 5.1(h); (i) any liability, obligation, cost or expense related to the Sellers of Excluded Assets; (j) any federalliability, state obligation cost or local antitrustexpense related to the Land, racketeering including, without limitation, the environmental condition thereof; (k) any liability or trade practice law, obligation in connection with the Terminix Agreement except as set forth in Section 4.2 hereof; and (el) the liabilities or obligations of the Sellers Seller or Stockholders for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder. Seller and Stockholders each agree to indemnify Buyer, (f) any its successors and assigns from and against all liability of the above liabilities and obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed obligations in Schedule 1.4(e)accordance with Section 8.3 below.

Non-Assumption of Liabilities. Purchaser Except as explicitly set forth in Sections 3.7, or 10.2, Buyer shall not, by the execution and performance of this Agreement or otherwiseotherwise (including under theories of successor liability), assume, become responsible forfor or incur, or incur and Seller shall retain after Closing, any liability or obligation of any nature of Seller or Seller Parent (or any other party) relating to the SellersBusiness or Assets, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences prior to the Closing Date completion of the Closing, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) injury to or death of any person or damage to or destruction of any property occurring prior to the Closing Date, whether based on negligence, breach of warranty, or any other theory; (c) violation of the requirements of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income Tax Liabilities income, sales, use, franchise, excise or property tax liabilities of Sellers; (b) any severance pay, Seller or accrued vacation pay obligation Seller Parent relating to the Business or any other potential claims that could be brought Assets occurring on or alleged by any of the Sellers employees for periods prior to the Closing Date; (d) the generation, collection, transportation, storage or disposal by Seller or any predecessor of Seller of Hazardous Materials; (e) the presence of any Hazardous Materials on the Land or the migration, leaking, leaching, flowing, emitting or other movement of Hazardous Materials from the Land or on to the Land; (f) any obligations related to any of the Excluded Assets; (g) any liabilities or obligations resulting from non-compliance with any applicable plant closing or bulk sales laws; (h) any liabilities or obligations arising in connection with a collective bargaining agreement; (i) any employee benefit plan, employee welfare benefit plan, employee pension benefit plan, multi-employer plan or multiple employer welfare arrangements (as defined in Section 3 (3), (1), (2), (37) and (40), respectively of ERISA) which are currently maintained and/or sponsored by Seller or Seller Parent, or to which Seller or Seller Parent contributes, or has an obligation to contribute in the future including, without limitation, employment agreements and other agreements containing "golden parachute" provisions and deferred compensation arrangements; (j) any obligations under severance pay obligation of Seller or Seller Parent or any employee benefit plan (within the meaning of Section 3(33 (3) of the Employee Retirement Income Security Act of 1974, as amendedERISA) or any other fringe benefit program maintained or sponsored by Sellers Seller or Seller Parent or to which any of the Sellers Seller or Seller Parent contributes or any contributions, benefits or benefits, liabilities therefore or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Sellersprogram; (c) the interest bearing debts of the Sellers, (dk) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or obligations of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, arising in connection with any employment agreement; (fl) any and all liability and obligation for commissions and bonuses listed on Schedule 3.13event or circumstance arising prior to the Closing relating to the Business of Seller or Seller Parent or debts of Seller or Seller Parent not specifically assumed by Buyer hereunder; and (gm) any rightsliability of any predecessor of Seller in connection with the foregoing or any other agreement not specifically set forth below. Notwithstanding that Buyer shall not assume liability with respect to any Proceedings pending against Seller or Seller Parent as of the Closing (including but not limited to those set forth on Schedule 5.10), liabilities Seller and Seller Parent shall not, and shall cause any entity assuming such liability not to, consent to entry of any judgment or responsibilities order, interim or otherwise, or enter into any settlement with respect to such Proceedings that provides for any lease agreement injunctive or other non-monetary relief affecting the Business, the Assets, Buyer or Buyer Parent or that is does not listed in Schedule 1.4(e)include as an unconditional term thereof the giving by each claimant or plaintiff to Buyer and Buyer Parent of a release from all liability with respect to such Proceedings.

Non-Assumption of Liabilities. Purchaser Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly set forth in Section 7.2 hereof, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, for or incur any liability or obligation of any nature of the Sellers, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, either Seller or incur any liability for Member whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to to, at or after the Closing Date date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory that occurs prior to the Closing; (c) a violation by Seller or any Member of any Applicable Laws or the requirements of imposed by any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income Tax Liabilities income, sales, use, franchise, excise or property tax liabilities of SellersSeller; (bd) the generation, collection, transportation, storage or disposal by Seller of any severance paymaterials, or accrued vacation pay obligation or any other potential claims that could be brought or alleged by any of the Sellers employees for periods including, without limitation, Hazardous Materials, prior to the Closing Date, ; (e) an agreement or arrangement between Seller and its employees or any obligations under labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers Seller or to which any of the Sellers contributes Seller contributes, or any contributions, benefits or liabilities therefore therefor, or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by the SellersSeller; (cg) indebtedness and all other obligations and liabilities of Seller to any bank or other lender, except to the extent any such obligations or liability is an Assumed Liability; (h) any liability or obligation arising as a result of or out of any claim, legal or equitable action, proceeding or investigation pertaining to or relating in any way to Seller initiated at any time, whether or not listed on Schedule 4.1(h) (except for liabilities or obligations related to the operation of the Business on or after the Closing Date, except for all such liabilities or obligations arising out of facts and circumstances existing prior to the Closing Date); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) [intentionally omitted]; (k) the interest bearing debts of the Sellers, (d) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or obligations of the Sellers Seller for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, ; (fl) any and all liability and or obligation of Seller for commissions and bonuses listed on Schedule 3.13taxes of any kind, whether relating to periods before or after the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity; and (go) any rightsliability or obligation arising from the acts or omissions of Seller or its Affiliates, representatives, agents or employees, except to the extent that any such liability or obligation is an Assumed Obligation (subsections (a) through (o) above being referred to collectively, the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees to indemnify Buyer and its successors and assigns from and against any liabilities or responsibilities for obligations related to any lease agreement that is not listed Retained Liabilities in Schedule 1.4(e)accordance with Section 8.1 hereof.

Non-Assumption of Liabilities. Purchaser Except as explicitly set forth in Section 10.2 below, Buyer shall not, by the execution and performance of this Agreement or otherwiseotherwise (including under theories of successor liability), assume, become responsible for, for or incur any liability or obligation of any nature of Seller (or any other party) relating to the SellersBusiness or Assets, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences on or prior to the Closing Date Date, including any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) injury to or death of any person or damage to or destruction of any property arising out of an occurrence which took place on or prior to the Closing Date, whether based on negligence, breach of warranty, or any other theory; (c) violation of the requirements of any governmental authority or of the rights of any third person, including any requirements relating to the reporting and payment of federal, state, local or other income Tax Liabilities income, sales, use, franchise, excise or property tax liabilities of SellersSeller relating to the Business or Assets or otherwise; (bd) the generation, collection, transportation, storage or disposal by Seller of Hazardous Materials; (e) any severance pay, obligations of Seller arising on or accrued vacation pay obligation or any other potential claims that could be brought or alleged by any of the Sellers employees for periods prior to the Closing DateDate under any agreement or arrangement between Seller and the employees of Seller or any labor or collective bargaining unit representing any such employees; (f) any employee benefit plan, employee welfare benefit plan, employee pension benefit plan, multi- employer plan or multiple-employer welfare arrangements (as defined in Sections 3(3), (1), (2), (37) and (40), respectively, of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) which are currently maintained and/or sponsored by Seller, or to which Seller currently contributes, or has an obligation to contribute in the future (including employment agreements and any other agreements containing "golden parachute" provisions and deferred compensation agreements except for the obligations under the Employee Contracts that arise after the Closing Date); (g) any severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amendedERISA) or any other fringe benefit program maintained or sponsored by Sellers Seller or to which any of the Sellers Seller contributes or any contributions, benefits or liabilities therefore therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the SellersSeller; (ch) the interest bearing debts any obligations related to any of the Sellers, Excluded Assets; (di) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or obligations resulting from non-compliance with any applicable plant-closing or bulk sales laws; (j) the ownership or operation of the Sellers for brokerage or other commissions relative to this Agreement Business or the transactions contemplated hereunderAssets on or prior to the Closing Date, (f) any and all liability and obligation for commissions and bonuses listed on Schedule 3.13except as explicitly set forth in Section 10.2; and (gk) any rightsthe debts of Seller not specifically assumed by Buyer hereunder. Each Seller hereby jointly and severally agrees to indemnify Buyer, its successors and assigns from and against all of the above liabilities or responsibilities for any lease agreement that is not listed and obligations in Schedule 1.4(e).accordance with Section 11.2 below

Non-Assumption of Liabilities. Purchaser Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly set forth in Section 7.2 hereof, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, for or incur any liability or obligation of any nature of the Sellers, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, either Seller or incur any liability for Member whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to to, at or after the Closing Date date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory that occurs prior to the Closing; (c) a violation by Seller or any Member of any Applicable Laws or the requirements of imposed by any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income Tax Liabilities income, sales, use, franchise, excise or property tax liabilities of SellersSeller; (bd) the generation, collection, transportation, storage or disposal by Seller of any severance paymaterials, or accrued vacation pay obligation or any other potential claims that could be brought or alleged by any of the Sellers employees for periods including, without limitation, Hazardous Materials, prior to the Closing Date, ; (e) an agreement or arrangement between Seller and its employees or any obligations under labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers Seller or to which any of the Sellers contributes Seller contributes, or any contributions, benefits or liabilities therefore ~herefore, or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by the SellersSeller; (cg) indebtedness and all other obligations and liabilities of Seller to any bank or other lender, except to the extent any such obligations or liability is an Assumed Liability; (h) any liability or obligation arising as a result of or out of any claim, legal or equitable action, proceeding or investigation pertaining to or relating in any way to Seller initiated at any time, whether or not listed on Schedule 4.1(h) (except for liabilities or obligations related to the operation of the Business on or after the Closing Date, except for all such liabilities or obligations arising out of facts and circumstances existing prior to the Closing Date); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation, cost or expense related to the Assets that arises out of acts or omissions of the Seller prior to the Closing Date, including, without limitation, any liability, obligation, cost or expense related to the environmental condition of the Assets prior to the Closing Date; (k) the interest bearing debts of the Sellers, (d) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or obligations of the Sellers Seller for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, ; (fl) any and all liability and or obligation of Seller for commissions and bonuses listed on Schedule 3.13taxes of any kind, whether relating to periods before or after the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity; and (go) any rightsliability or obligation arising from the acts or omissions of Seller or its Affiliates, representatives, agents or employees, except to the extent that any such liability or obligation is an Assumed Obligation; (subsections (a) through (o) above being referred to collectively as the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees to indemnify Buyer and its successors and assigns from and against any liabilities or responsibilities for obligations related to any lease agreement that is not listed Retained Liabilities in Schedule 1.4(e)accordance with Section 8.1 hereof.

Non-Assumption of Liabilities. Purchaser Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly set forth in Section 7.2 hereof, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, for or incur any liability or obligation of any nature of the Sellers, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, either Seller or incur any liability for Member whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to to, at or after the Closing Date date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory that occurs prior to the Closing; (c) a violation by Seller or any Member of any Applicable Laws or the requirements of imposed by any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income Tax Liabilities income, sales, use, franchise, excise or property tax liabilities of SellersSeller; (bd) the generation, collection, transportation, storage or disposal by Seller of any severance paymaterials, or accrued vacation pay obligation or any other potential claims that could be brought or alleged by any of the Sellers employees for periods including, without limitation, Hazardous Materials, prior to the Closing Date, ; (e) an agreement or arrangement between Seller and its employees or any obligations under labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers Seller or to which any of the Sellers contributes Seller contributes, or any contributions, benefits or liabilities therefore therefor, or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by the SellersSeller; (cg) indebtedness and all other obligations and liabilities of Seller to any bank or other lender, except to the extent any such obligations or liability is an Assumed Liability; (h) any liability or obligation arising as a result of or out of any claim, legal or equitable action, proceeding or investigation pertaining to or relating in any way to Seller initiated at any time, whether or not listed on Schedule 4.1(h) (except for liabilities or obligations related to the operation of the Business on or after the Closing Date, except for all such liabilities or obligations arising out of facts and circumstances existing prior to the Closing Date); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation, cost or expense related to the Assets that arises out of acts or omissions of the Seller prior to the Closing Date, including, without limitation, any liability, obligation, cost or expense related to the environmental condition of the Assets prior to the Closing Date; (k) the interest bearing debts of the Sellers, (d) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or obligations of the Sellers Seller for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, ; (fl) any and all liability and or obligation of Seller for commissions and bonuses listed on Schedule 3.13taxes of any kind, whether relating to periods before or after the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity; and (go) any rightsliability or obligation arising from the acts or omissions of Seller or its Affiliates, representatives, agents or employees, except to the extent that any such liability or obligation is an Assumed Obligation; (subsections (a) through (o) above being referred to collectively as the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees to indemnify Buyer and its successors and assigns from and against any liabilities or responsibilities for obligations related to any lease agreement that is not listed Retained Liabilities in Schedule 1.4(e)accordance with Section 8.1 hereof.

Non-Assumption of Liabilities. Purchaser shall not, by the ----------------------------- execution and performance of this Agreement or otherwise, assume, become responsible for, or incur any liability or obligation of any nature of the Sellers, Company (except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration), Purchaser shall not assume, become responsible for, or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to to, at, or after the Closing Date date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the First Closing Date and constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement or obligation (whether written or oral); (b) injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) violation of the requirements of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income Tax Liabilities income, sales, use, franchise, excise or property tax liabilities of Sellers; (bd) the generation, collection, transportation, storage or disposal by the Company of any materials, including, without limitation, municipal service waste, special waste, construction and demolition debris, or hazardous materials; (f) any compensation, severance pay, or accrued vacation pay obligation or any other potential claims that could be brought or alleged by any of the Sellers Company owed to employees of the Company for periods prior to the Second Closing Date, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers Company or to which any of the Sellers company contributes or any contributions, benefits or liabilities therefore therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the SellersCompany; (cg) the interest bearing debts and obligations of the SellersCompany, except for the Assumed Liabilities; (dh) any violation by the Sellers Company of any law, including, without limitation, any federal, state or local antitrust, racketeering or trade practice law, (ei) liabilities or obligations of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, (f) any and all liability and obligation for commissions and bonuses listed on Schedule 3.13; and (gj) any rights, all liabilities related to the Excluded Assets or responsibilities for any lease agreement that is not listed in Schedule 1.4(e)associated with or related to the operation of the Company's California office.

Non-Assumption of Liabilities. Purchaser Except as explicitly set forth in Section 7.2 below, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, for or incur any liability or obligation of any nature of the Sellers, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, Seller or incur any liability for Stockholders whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to to, at or after the Closing Date date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the date of this Agreement and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of the requirements of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income Tax Liabilities income, sales, use, franchise, excise or property tax liabilities of SellersSeller or Stockholder; (bd) the generation, collection, transportation, storage or disposal by Seller or Stockholders of any materials, including, without limitation, Hazardous Materials; (e) an agreement or arrangement between Seller and the employees of Seller or Stockholders or any labor or collective bargaining unit representing any such employees; (f) the severance pay, or accrued vacation pay obligation of Seller or any other potential claims that could be brought or alleged by any of the Sellers employees for periods prior to the Closing Date, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers Seller or Stockholders or to which Seller or any of the Sellers Stockholder contributes or any contributions, benefits or liabilities therefore therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the SellersSeller or Stockholder; (cg) the interest bearing debts of the Sellers, Seller or Stockholder; (dh) any violation by litigation against Seller or Stockholder, whether or not listed on Schedule 5.1(h); (i) any liability, obligation, cost or expense related to the Sellers Excluded Assets; (j) any liability, obligation cost or expense related to the Land, including, without limitation, the environmental condition thereof and any dispute between Seller and the owner of any federal, state or local antitrust, racketeering or trade practice law, the Land; and (ek) the liabilities or obligations of the Sellers Seller or any Stockholder for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder. Seller and Stockholders each agree to indemnify Buyer, (f) any its successors and assigns from and against all liability of the above liabilities and obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed obligations in Schedule 1.4(e)accordance with Section 7.3 below.

Non-Assumption of Liabilities. Purchaser Buyer shall notnot assume or be bound by any duties, by the execution and performance responsibilities, obligations or liabilities of this Agreement Seller of any kind or nature, known, unknown, contingent or otherwise, assumeother than those obligations and liabilities expressly assumed by it pursuant to Sections 2.3 and 2.4. Without limiting the generality of the foregoing, become responsible for, in no event shall Buyer assume or incur any liability or obligation under this Agreement or otherwise in respect of any nature of the Sellers, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences prior to the Closing Date arising out of or relating tofollowing: (a) violation Any product liability or similar claim for injury to person or property, regardless of the requirements when made or asserted, which arises out of or is based upon any governmental authority express or of the rights of any third personimplied representation, relating to the reporting and payment of federalwarranty, stateagreement or guarantee made by Seller, or other income Tax Liabilities of Sellers; (b) any severance payalleged to have been made by Seller, or accrued vacation pay obligation which is imposed or asserted to be imposed by operation of law, in connection with any other potential claims that could be brought service performed or alleged product sold or leased by any or on behalf of the Sellers employees for periods Seller on or prior to the Closing Date, including without limitation any claim relating to any product delivered in connection with the performance of such service and any claim seeking recovery for consequential damage, lost revenue or income ("Product Liability Claims"). 8 13 (b) Except as and to the extent included in the Assumed Liabilities, any liability or obligation for any Tax imposed on Seller (or any obligations under any employee benefit plan (within member of an affiliated group of which it is or was a member) or assessed or incurred in connection with the meaning of Section 3(3) assets, property or operation of the Employee Retirement Income Security Act of 1974, as amended) Business on or any other fringe benefit program maintained prior to the Closing Date or sponsored by Sellers arising under or to which any of in connection with the Sellers contributes Excluded Assets or any contributions, benefits or liabilities therefore or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Sellers; Excluded Business. (c) the interest bearing debts Any liability or obligation arising prior to or as a result of the SellersClosing to any employees, agents or independent contractors of Seller, whether or not employed by Buyer after the Closing, or under any benefit arrangement with respect thereto, other than the Assumed Employee Liabilities. (d) Any liability or obligation with respect to an Environmental Condition arising from acts or omissions at or prior to Closing, including without limitation any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or obligations of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, (f) any and all liability and obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed in Schedule 1.4(e).matter arising under CERCLA. 2.6