Common use of Non-Assumption of Liabilities Clause in Contracts

Non-Assumption of Liabilities. 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 Company, 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, 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, sales, use, franchise, excise or property tax liabilities of Sellers; (d) the generation, collection, transportation, storage or disposal by the Company of any materials, including, without limitation, hazardous materials; (f) any severance pay obligation of the 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 Company or to which any of the Company contributes or any contributions, benefits or liabilities therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Company; (g) the debts and obligations of the Company, except for the Assumed Liabilities; (h) any violation by the Company of any law, including, without limitation, any federal, state or local antitrust, racketeering or trade practice law; and (i) liabilities or obligations of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder.

Non-Assumption of Liabilities. Except as explicitly set ----------- ----------------------------- forth in Section 1.7 1.3 above, Purchasers 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 CompanySeller, 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, 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, sales, use, franchise, excise or property tax liabilities of SellersSeller; (d) the generation, collection, transportation, storage or disposal by the Company Seller of any materials, including, without limitation, hazardous materialsHazardous 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 obligation of the Company, compensation owed employees of the Company for periods prior to the Closing Date, Seller or any obligations under Shareholder 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 Company Seller or to which any of the Company Seller contributes or any contributions, benefits or liabilities therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the CompanySeller; (g) the debts and obligations of the CompanySeller, except for the Assumed Liabilities; (h) any violation by the Company of any law, including, without limitation, any federal, state or local antitrust, racketeering or trade practice lawShareholders; and (ih) 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, its successors and assigns from and against all of the above liabilities and obligations in accordance with Section 10.1 of this Agreement.

Non-Assumption of Liabilities. Except as explicitly set ----------------------------- forth in Section 1.7 above8.2 below, Purchasers 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 Company, Seller or 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, at, at or after the 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 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 or obligation (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, sales, use, franchise, excise or property tax liabilities of SellersSeller or Stockholder; (d) the generation, collection, transportation, storage or disposal by the Company Seller or Stockholder of any materials, including, without limitation, hazardous materialsHazardous 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) any the severance pay obligation of the Company, compensation owed employees of the Company for periods prior to the Closing Date, Seller 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 Company Seller or Stockholder or to which any of the Company Seller or Stockholder contributes or any contributions, benefits or liabilities therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the CompanySeller or Stockholder; (g) the debts and obligations of the Company, except for Seller or Stockholder other than the Assumed LiabilitiesDebt; (h) 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 Company of Excluded Assets; (j) any lawliability, obligation cost or expense related to the Operations Property, including, without limitation, the environmental condition thereof and any federal, state or local antitrust, racketeering or trade practice lawdispute between Seller and the owner of the Operations Property; and (ik) 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, its successors and assigns from and against all of the above liabilities and obligations in accordance with Section 8.3 below.

Non-Assumption of Liabilities. Except as explicitly set ----------------------------- forth in Section 1.7 2.3, above, Purchasers neither Buyer nor U S Liquids 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 CompanySeller or General Partner, 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, at or after the 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 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 or obligation (whether written or oral); ) other than the Customer Contracts; (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, sales, use, franchise, excise or property tax liabilities of Sellers; Seller or General Partner; (d) the generation, collection, transportation, storage or disposal by the Company Seller of any materials, including, without limitation, hazardous materials; Hazardous Materials; (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 obligation of the Company, compensation owed employees of the Company for periods prior to the Closing Date, Seller or any obligations under General Partner 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 Company Seller or to which any of the Company Seller contributes or any contributions, benefits or liabilities therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Company; Seller; (g) the debts and any obligations related to any of the Company, except for the Assumed Liabilities; Excluded Assets (h) any violation by the Company of any law, including, without limitation, the Excluded Real Estate); (h) any federal, state debts or local antitrust, racketeering obligations of Seller or trade practice lawGeneral Partner other than the Assumed Payables and Assumed Contracts Obligations; and and (i) liabilities or obligations of the Sellers Seller or General Partner for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder. Seller and General Partner hereby jointly and severally agree to indemnify Buyer, its successors and assigns from and against all of the above liabilities and obligations in accordance with Section 11.1 below.

Non-Assumption of Liabilities. Except as explicitly set ----------------------------- forth in Section 1.7 above8.2 below, Purchasers 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 Company, Seller or 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, at, at or after the 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 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 or obligation (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, sales, use, franchise, excise or property tax liabilities of SellersSeller or Shareholder; (d) the generation, collection, transportation, storage or disposal by the Company 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) any the severance pay obligation of the Company, compensation owed employees of the Company for periods prior to the Closing Date, Seller 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 Company Seller or Shareholder or to which any of the Company Seller or Shareholder contributes or any contributions, benefits or liabilities therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the CompanySeller or Shareholder; (g) the debts and obligations of the Company, except for Seller or Shareholder other than the Assumed LiabilitiesDebt; (h) 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 the Company of any lawSeller, including, without limitation, any federal, state or local antitrust, racketeering or trade practice lawthe environmental condition thereof; and (ik) 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, its successors and assigns from and against all of the above liabilities and obligations in accordance with Section 8.3 below.

Non-Assumption of Liabilities. Except as explicitly set ----------------------------- forth in Section 1.7 above7.2 below, Purchasers 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 Company, Seller or 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, at, at or after the 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 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 or obligation (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, sales, use, franchise, excise or property tax liabilities of SellersSeller or Stockholder; (d) the generation, collection, transportation, storage or disposal by the Company Seller or Stockholders of any materials, including, without limitation, hazardous materialsHazardous 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) any the severance pay obligation of the Company, compensation owed employees of the Company for periods prior to the Closing Date, Seller 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 Company Seller or Stockholders or to which Seller or any of the Company Stockholder contributes or any contributions, benefits or liabilities therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the CompanySeller or Stockholder; (g) the debts and obligations of the Company, except for the Assumed LiabilitiesSeller or Stockholder; (h) 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 Company of Excluded Assets; (j) any lawliability, obligation cost or expense related to the Land, including, without limitation, the environmental condition thereof and any federal, state or local antitrust, racketeering or trade practice lawdispute between Seller and the owner of the Land; and (ik) 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, its successors and assigns from and against all of the above liabilities and obligations in accordance with Section 7.3 below.

Non-Assumption of Liabilities. Except as explicitly set ----------------------------- forth in Section 1.7 above, Purchasers 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 CompanyCompany (except for the Assumed Liabilities being assumed under Section 1.6 hereof), 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, 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, sales, use, franchise, excise or property tax liabilities of Sellers; (d) 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 of the Company, compensation 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 Company or to which any of the Company company contributes or any contributions, benefits or liabilities therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Company; (g) the debts and obligations of the Company, except for the Assumed Liabilities; (h) any violation by the Company of any law, including, without limitation, any federal, state or local antitrust, racketeering or trade practice law; and , (i) liabilities or obligations of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder; and (j) all liabilities related to the Excluded Assets or associated with or related to the operation of the Company's California office.

Non-Assumption of Liabilities. Except as explicitly set ----------------------------- forth in Section 1.7 aboveSections 3.7, Purchasers 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 CompanyBusiness or Assets, 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 to the date completion of this Agreementthe 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 or obligation (whether written or oral); (b) injury to or death of any person or damage to or destruction of any propertyproperty 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, sales, use, franchise, excise or property tax liabilities of SellersSeller or Seller Parent relating to the Business or Assets occurring on or 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 Company presence of any materialsHazardous 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, hazardous materialsemployment agreements and other agreements containing "golden parachute" provisions and deferred compensation arrangements; (fj) any severance pay obligation of the Company, compensation owed employees of the Company for periods prior to the Closing Date, Seller or any obligations under 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 Company Seller or Seller Parent or to which any of the Company Seller or Seller Parent contributes or any contributions, benefits or benefits, liabilities therefor therefore or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Companyprogram; (gk) any 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 and obligations 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 Company, except for the Assumed Liabilities; (h) any violation by the Company of any law, including, without limitation, any federal, state or local antitrust, racketeering or trade practice lawSublease; and (in) liabilities any liability of any predecessor of Seller in connection with the foregoing or obligations 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 Sellers Closing (including but not limited to those set forth on Schedule 5.10), Seller and Seller Parent shall not, and shall cause any entity assuming such liability not to, consent to entry of any judgment or order, interim or otherwise, or enter into any settlement with respect to such Proceedings that provides for brokerage injunctive or other commissions relative non-monetary relief affecting the Business, the Assets, Buyer or Buyer Parent or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to this Agreement or the transactions contemplated hereunderBuyer and Buyer Parent of a release from all liability with respect to such Proceedings.

Non-Assumption of Liabilities. Except as explicitly set ----------------------------- forth in Section 1.7 above8.2 below, Purchasers 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 Company, Seller or 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, at, at or after the 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 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 or obligation (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, sales, use, franchise, excise or property tax liabilities of SellersSeller or Stockholders; (d) the generation, collection, transportation, storage or disposal by the Company Seller or Stockholders of any materials, including, without limitation, hazardous materialsHazardous 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) any the severance pay obligation of the Company, compensation owed employees of the Company for periods prior to the Closing Date, Seller 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 Company Seller or Stockholders or to which any of the Company Seller or Stockholders contributes or any contributions, benefits or liabilities therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the CompanySeller or Stockholders; (g) the debts and obligations of the Company, except for Seller or Stockholders other than the Assumed LiabilitiesDebt; (h) 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 Company of Excluded Assets; (j) any lawliability, obligation cost or expense related to the Land related to the time prior to the Closing Date, including, without limitation, any federal, state or local antitrust, racketeering or trade practice lawthe environmental condition thereof; and (ik) 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, its successors and assigns from and against all of the above liabilities and obligations in accordance with Section 8.3 below.

Non-Assumption of Liabilities. Except as explicitly set ----------- ----------------------------- forth in Section 1.7 1.3 above, Purchasers 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 CompanySeller, 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, 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, sales, use, franchise, excise or property tax liabilities of SellersSeller; (d) the generation, collection, transportation, storage or disposal by the Company Seller of any materials, including, without limitation, hazardous materials4 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 obligation of the Company, compensation owed employees of the Company for periods prior to the Closing Date, Seller or any obligations under Shareholder 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 Company Seller or to which any of the Company Seller contributes or any contributions, benefits or liabilities therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the CompanySeller; (g) the debts and obligations of the CompanySeller, except for the Assumed Liabilities; (h) any violation by the Company of any law, including, without limitation, any federal, state or local antitrust, racketeering or trade practice lawShareholders; and (ih) 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, its successors and assigns from and against all of the above liabilities and obligations in accordance with Section 10.1 of this Agreement.

Non-Assumption of Liabilities. Except as explicitly set ----------------------------- forth in Section 1.7 aboveSections 3.7, Purchasers 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 CompanyBusiness or Assets, 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 to the date completion of this Agreementthe 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 or obligation (whether written or oral); (b) injury to or death of any person or damage to or destruction of any propertyproperty 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, sales, use, franchise, excise or property tax liabilities of SellersSeller or Seller Parent relating to the Business or Assets occurring on or 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 Company presence of any materialsHazardous 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, hazardous materialsemployment agreements and other agreements containing "golden parachute" provisions and deferred compensation arrangements; (fj) any severance pay obligation of the Company, compensation owed employees of the Company for periods prior to the Closing Date, Seller or any obligations under 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 Company Seller or Seller Parent or to which any of the Company Seller or Seller Parent contributes or any contributions, benefits or benefits, liabilities therefor therefore or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Companyprogram; (gk) the debts and any liabilities or obligations of the Company, except for the Assumed Liabilitiesarising in connection with any employment agreement; (hl) any violation 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 the Company of any law, including, without limitation, any federal, state or local antitrust, racketeering or trade practice lawBuyer hereunder; and (im) liabilities any liability of any predecessor of Seller in connection with the foregoing or obligations 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 Sellers Closing (including but not limited to those set forth on Schedule 5.10), Seller and Seller Parent shall not, and shall cause any entity assuming such liability not to, consent to entry of any judgment or order, interim or otherwise, or enter into any settlement with respect to such Proceedings that provides for brokerage injunctive or other commissions relative non-monetary relief affecting the Business, the Assets, Buyer or Buyer Parent or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to this Agreement or the transactions contemplated hereunderBuyer and Buyer Parent of a release from all liability with respect to such Proceedings.

Non-Assumption of Liabilities. Except as explicitly set ----------------------------- forth in Section 1.7 above8.2 below, Purchasers 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 Company, 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, at, at or after the 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 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 or obligation (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, sales, use, franchise, excise or property tax liabilities of SellersSeller or Stockholders; (d) the generation, collection, transportation, storage or disposal by the Company Seller or Stockholders of any materials, including, without limitation, hazardous materialsHazardous 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) any the severance pay obligation of the Company, compensation owed employees of the Company for periods prior to the Closing Date, Seller 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 Company Seller or Stockholders or to which any of the Company Seller or Stockholders contributes or any contributions, benefits or liabilities therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the CompanySeller or Stockholders; (g) the debts and obligations of the Company, except for the Assumed LiabilitiesSeller or Stockholders; (h) 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 Company of Excluded Assets; (j) any lawliability, obligation cost or expense related to the Land, including, without limitation, the environmental condition thereof; (k) any federal, state liability or local antitrust, racketeering or trade practice lawobligation in connection with the Terminix Agreement except as set forth in Section 4.2 hereof; and (il) 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, its successors and assigns from and against all of the above liabilities and obligations in accordance with Section 8.3 below.

Non-Assumption of Liabilities. Except as explicitly set ----------------------------- forth in Section 1.7 above10.2 below, Purchasers 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 CompanyBusiness or Assets, whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences on or prior toto the Closing Date, at, or after the date of this Agreement, including, without limiting the generality of the foregoing, 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 or obligation (whether written or oral); (b) injury to or death of any person or damage to or destruction of any propertyproperty 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, without limitation, including any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of SellersSeller relating to the Business or Assets or otherwise; (d) the generation, collection, transportation, storage or disposal by Seller of Hazardous Materials; (e) any obligations of Seller arising on or prior to the Company Closing Date under any agreement or arrangement between Seller and the employees of Seller or any materials, including, without limitation, hazardous materialslabor 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 the Company, compensation owed employees of the Company for periods prior to the Closing Date, Seller 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 amendedERISA) or any other fringe benefit program maintained or sponsored by Company Seller or to which any of the Company Seller contributes or any contributions, benefits or liabilities therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Company; (g) the debts and obligations of the Company, except for the Assumed LiabilitiesSeller; (h) any violation by obligations related to any of the Company Excluded Assets; (i) any liabilities or obligations resulting from non-compliance with any applicable plant-closing or bulk sales laws; (j) the ownership or operation of any lawthe Business or the Assets on or prior to the Closing Date, including, without limitation, any federal, state or local antitrust, racketeering or trade practice lawexcept as explicitly set forth in Section 10.2; and (ik) liabilities or obligations the 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 Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder.above liabilities and obligations in accordance with Section 11.2 below

Non-Assumption of Liabilities. Except as explicitly set ----------------------------- forth in Section 1.7 above, Purchasers 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 either of the Company, Sellers or 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, at, at or after the 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 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 or obligation (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 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, sales, use, franchise, excise or property tax liabilities of Sellerseither of the Sellers or Stockholder; (d) an agreement or arrangement between either of the generation, collection, transportation, storage Sellers and the employees of either of the Sellers or disposal by the Company of Stockholder or any materials, including, without limitation, hazardous materialslabor or collective bargaining unit representing any such employees; (fe) any severance pay obligation of the Company, compensation owed employees either of the Company for periods prior to the Closing Date, Sellers 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 Company either of the Sellers or Stockholder or to which any either of the Company Sellers or Stockholder contributes or any contributions, benefits or liabilities therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by either of the CompanySellers or Stockholder; (f) the debts of either of the Sellers or Stockholder; (g) the debts and obligations any litigation against either of the CompanySellers or Stockholder, except for the Assumed Liabilitieswhether or not listed on Schedule 5.17; (h) any violation by liability, obligation, cost or expense related to the Company Excluded Assets or Retained Liabilities; and (i) any liability, obligation cost or expense related to the Land or any of the other Assets related to any lawtime period prior to the Closing Date, including, without limitation, any federal, state or local antitrust, racketeering or trade practice law; and (i) liabilities or obligations the environmental condition thereof. Each of the Sellers for brokerage or other commissions relative and Stockholder each agree to this Agreement or indemnify U.S. Concrete, Buyer and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates from and against all of the transactions contemplated hereunderabove liabilities and obligations in accordance with Section 9.03 below.

Non-Assumption of Liabilities. Except as explicitly set ----------------------------- forth in Section 1.7 above12.2, Purchasers 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 Liability of any nature of the CompanySeller or any Shareholder or any other Person, 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, including, without limiting the generality of the foregoing, including any liability or obligation Liability arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to before 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 or obligation (whether written or oral)) including the Permits and the Customer Contracts; (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 applicable Law or Governmental Authority or of the rights of any third personPerson, including, without limitation, including any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of SellersTaxes; (d) the generation, collection, transportation, storage Handling or disposal by Release of Hazardous Materials; (e) any Liabilities under any agreement or arrangement between Seller and the Company employees of Seller or any materials, including, without limitation, hazardous materialslabor or collective bargaining unit representing any such employees; (f) any Plan; (g) any severance pay obligation of the Company, compensation owed employees Seller or 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) Plan or any other fringe benefit program maintained or sponsored by Company Seller or to which any of the Company Seller contributes or any contributions, benefits or liabilities Liabilities therefor or any liability Liability for the withdrawal or partial withdrawal from or termination of any such plan Plan or program by the Company; (g) the debts and obligations of the Company, except for the Assumed LiabilitiesSeller; (h) any violation by obligations related to any of the Company of any law, including, without limitation, any federal, state or local antitrust, racketeering or trade practice lawExcluded Assets; and (i) liabilities any Liabilities of Seller or obligations of any Shareholder not specifically assumed by Buyer under Section 12.2. Seller and the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunderShareholders agree that they shall pay and discharge all such Liabilities as and when they become due and payable.

Non-Assumption of Liabilities. Except as explicitly set ----------------------------- forth in Section 1.7 above10.2 below, Purchasers 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 CompanyBusiness or Assets, whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences on or prior toto the Closing Date, at, or after the date of this Agreement, including, without limiting the generality of the foregoing, 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 or obligation (whether written or oral); (b) injury to or death of any person or damage to or destruction of any propertyproperty 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, without limitation, including any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of SellersSeller or Parent relating to the Business or Assets or otherwise; (d) the generation, collection, transportation, storage or disposal by Seller of Hazardous Materials; (e) any obligations of Seller arising on or prior to the Company Closing Date under any agreement or arrangement between Seller and the employees of Seller or any materials, including, without limitation, hazardous materialslabor 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 the Company, compensation owed employees of the Company for periods prior to the Closing Date, Seller or any obligations under 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 Company Seller or Parent or to which any of the Company Seller or Parent contributes or any contributions, benefits or liabilities therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Company; (g) the debts and obligations of the Company, except for the Assumed LiabilitiesSeller; (h) any violation by obligations related to any of the Company Excluded Assets; (i) any liabilities or obligations resulting from non-compliance with any applicable plant-closing or bulk sales laws; (j) the ownership or operation of any lawthe Business or the Assets on or prior to the Closing Date, including, without limitation, any federal, state or local antitrust, racketeering or trade practice lawexcept as explicitly set forth in Section 10.2; and (ik) liabilities the debts of Seller or obligations 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 Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder.above liabilities and obligations in accordance with Section 11.2 below

Non-Assumption of Liabilities. Except as explicitly set ----------------------------- forth in Section 1.7 above8.2 below, Purchasers 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 Company, Seller or 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, at, at or after the 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 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 or obligation (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, sales, use, franchise, excise or property tax liabilities of SellersSeller or Stockholder; (d) the generation, collection, transportation, storage or disposal by the Company Seller or Stockholder of any materials, including, without limitation, hazardous materialsHazardous 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) any the severance pay obligation of the Company, compensation owed employees of the Company for periods prior to the Closing Date, Seller 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 Company Seller or Stockholder or to which any of the Company Seller or Stockholder contributes or any contributions, benefits or liabilities therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the CompanySeller or Stockholder; (g) the debts and obligations of the Company, except for the Assumed LiabilitiesSeller or Stockholder; (h) 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 Company of Excluded Assets or the Excluded Business; (j) any lawliability, obligation cost or expense related to the Land, including, without limitation, any federal, state or local antitrust, racketeering or trade practice lawthe environmental condition thereof; and (ik) 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, its successors and assigns from and against all of the above liabilities and obligations in accordance with Section 8.3 below.