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. Other than the Assumed Liabilities, the Purchaser does not assume, and shall notin no event be liable for any claims, by liabilities, damages, debts or obligations of the execution and performance Sellers of this Agreement any nature whatsoever, whether accrued, absolute, matured, contingent or otherwise, assumerelating to any period prior to (i) in the case of the portion of the Business represented by the First Closing Acquired Balance Sheet, become responsible forthe First Closing Date and (ii) in the case of the portion of the Business represented by the Second Closing Acquired Balance Sheet, the Second Closing Date (the “Non-Assumed Liabilities”), including, without limitation: (a) third party property damage claims against the Business relating to any period prior to (i) in the case of the portion of the Business represented by the First Closing Acquired Balance Sheet, the First Closing Date and (ii) in the case of the portion of the Business represented by the Second Closing Acquired Balance Sheet, the Second Closing Date (collectively, “Third Party Damage Claims”); (b) any claim, obligation or incur liability of the Sellers with respect to violation of laws, including, without limitation, any claim, liability or obligation of the Sellers with respect to any nature violation of Environmental Laws or environmental restrictions at any of the Sellers, except for properties covered by the Assumed Liabilities being assumed under Section 1.6 hereof. By way Real Estate Leases or otherwise; (c) any claim, obligation or liability of illustration, Purchaser shall not assume, become responsible for, the Sellers 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 Business arising out of or relating to: (a) violation in connection with this Agreement and the consummation of the requirements transactions contemplated herein, including, without limitation, counsel, accountant, investment banker, financial advisor or consultant, or finder’s fees of the Seller; (d) any Accounts Payable, notes payable or expenses, claims, debts, contracts, agreements, leases or other obligations or liabilities of any governmental authority or kind of the rights of any third person, relating to the reporting and payment of federal, state, or other income Tax Liabilities of Sellers; ; (be) any severance claim, obligation or liability of the Sellers to any of its current or former employees for employment-related claims or for payment due as result of employment, severance, overtime pay, or meal breaks, accrued vacation pay obligation vacation, willful dismissal, unpaid commissions, workers’ compensation, common law wrongful dismissal, termination or any other potential claims that could be brought or alleged by any labor matters (including those related to organized labor, labor unions and/or collective bargaining) whatsoever, whether arising under the laws of the Sellers employees for periods prior to the Closing DateUnited States of America (including, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of without limitation, the Employee Retirement Income Security Act of 1974, as amended) amended (ERISA)), Canada or any state, county, city 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; jurisdiction; (c) the interest bearing debts of the Sellers, (df) any violation by the Sellers of any federalclaim, state obligation or local antitrust, racketeering or trade practice law, (e) liabilities or obligations liability 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 unpaid Taxes; (g) any rightslitigation, liabilities arbitration, mediation or responsibilities for similar claims against any lease agreement that is not listed of the Sellers; (h) any claim, obligation or liability of the Sellers to the landlord of any location of the Sellers; and (i) obligations under any contracts other than the Purchased Contracts, unless specifically assumed herein and workmanship warranty liability obligations under Verizon Tampa Contracts in Schedule 1.4(eexcess of $25,000 per occurrence and $150,000 annually (“Non-Assumed Verizon Tampa Warranty Obligations”). Nothing contained in any third-party agreements, documents or assignments entered into by the Purchaser in connection with or related to this Agreement and the transactions contemplated herein, shall operate as, or be construed to create an assumption by the Purchaser of any of the Non-Assumed Liabilities, or in any way modify the Sellers obligations contained in this Agreement.

Non-Assumption of Liabilities. Other than pursuant to the Sublease Agreement(s), neither the Purchaser shall notnor any of its Affiliates will, by directly or indirectly, assume any Liability of the execution and performance of this Agreement Seller or otherwise, assume, become responsible for, or incur any liability or obligation its Affiliates of any nature kind, character or description attributable to the conduct of the Sellers, except for Subject Business or the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, ownership 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 use of the requirements of any governmental authority or of the rights of any third personTransferred Assets, relating to the reporting and payment of federalin each case, 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, regardless of when discovered or reported, including, but not limited to, the following Liabilities, which shall remain Liabilities of the Seller and/or its Affiliates: (a) any Liability relating to any failure or alleged failure to comply with, or any obligations under violation or alleged violation of, any Applicable Law, which failure or violation occurred or is alleged to have occurred prior to the Closing Date; (b) any Liability relating to any breach of any contract included in the Transferred Assets occurring prior to the Closing Date; (c) any Liability with respect to (i) any employee benefit plan or employee benefits maintained by the Seller, (within ii) 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 employee benefits or employee benefit plan or program by the Sellers; Seller, (ciii) payroll and employee benefits accrued by any employee of the Seller, (iv) the interest bearing debts termination of employment of any officer, employee, Representative, or Producer by the Seller (including, but not limited to, any such termination deemed to have occurred upon the consummation of the Sellerstransactions contemplated by this Agreement) or (v) any “Success Bonus”, “Stay Bonus” or other bonus payable to any Transferred Employee pursuant to any bonus plan of Seller or its Affiliates; (d) any violation legal, accounting, transactional, consultant, financial advisor or other expense relating to the negotiation and consummation of the transactions contemplated by this Agreement by or on behalf of the Sellers of any federalSeller and its Affiliates, state or local antitrustshareholders, racketeering or trade practice lawequity holders, officers, directors, and Representatives; (e) liabilities or obligations any Liability arising under the express terms and conditions of the Sellers for brokerage Insurance Contracts produced, issued, renewed or other commissions relative written by the Seller prior to this Agreement or the transactions contemplated hereunder, Closing Date; and (f) any and all liability and obligation Liability 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).Taxes related to the Subject Business arising prior to the Closing Date

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 described 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) the operation of the Company or the Car Washes Business or the Assets prior to Closing; (b) 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; (bc) any severance pay, or bonuses, sick pay, accrued vacation pay obligation or other benefits, or any other claims or potential claims that have been or could be brought or alleged by any of the Sellers Sellers' employees for periods prior to the Closing Date, ; (d) 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; (ce) the interest bearing debts of the Sellers, ; (df) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, ; (eg) liabilities of the Company under the agreements and contracts listed in Schedule 1.7(f); (h) liabilities or obligations of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, ; and (fi) 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)3.12.

Non-Assumption of Liabilities. Purchaser shall not, by Notwithstanding anything herein capable of interpretation to the execution and performance of this Agreement or otherwise, assume, become responsible for, or incur any liability or obligation of any nature of the Sellerscontrary, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustrationSpecified Liabilities, Purchaser Buyer shall not assumeassume and, become responsible foras between Seller and Buyer, Seller shall remain liable for all of Seller’s Liabilities existing as of the Closing Date or incur thereafter whether or not disclosed to Buyer on any liability for whether legal or equitableSchedule hereto, matured or contingentand Buyer does not assume and shall in no event be liable therefore (collectively, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, the “Retained Liabilities”). Such Retained Liabilities shall include without limitation: (1) all Liabilities to the extent arising out of occurrences or relating to (i) the operation or conduct by Seller of the Business prior to the Closing Date other than as specifically set forth in Section 2.3, (ii) any business conducted by Seller not relating to the Purchased Assets and (iii) all Liabilities to the extent arising out of or relating to: to any Excluded Asset; (a2) violation any Liability resulting from product liability or general liability claims for damage or injury (actual or alleged) to Persons or Property to the extent arising from the ownership, possession or use of any product sold by Seller prior to the Closing in excess of any reserve therefor on the Financial Statements except that Seller shall not be liable to the extent the damage or injury arises out of modifications made to any such product by the Buyer or the failure of Buyer to properly maintain or update any such product; (3) all Liabilities and commitments relating to current or former employees of Seller, including without limitation (i) any compensation or benefits payable to present or past employees of Seller, including, any Liabilities arising under any Seller Employee Benefit Plan or other employee benefit plan and any of Seller’s Liabilities for vacation, holiday or sick pay, and (ii) any Liabilities under any employment, consulting or non-competition agreement, change of control agreement, indemnity agreement, any retention or performance-based bonus or other compensation agreement, and any similar agreements, whether written or oral, and any Liabilities arising out of the requirements termination by Seller of any governmental authority of its employees in anticipation or as a consequence of, or following, consummation of the rights transactions contemplated by the Transaction Documents, including under the WARN Act; (4) all Liabilities and commitments of Seller in respect of Taxes; (5) any third person, Liabilities arising from or relating to any environmental matters or conditions arising on or before the reporting and payment Closing Date, including without limitation any release of federalhazardous substances after the Closing Date arising from events or circumstances occurring on or before the Closing Date, state, or other income Tax Liabilities of Sellers; except to the extent actually caused by Buyer after the Closing Date; (b6) any severance payLiability of Seller to any employee or arising out of or relating to any employee grievance, in each case to the extent arising out of or accrued vacation pay obligation relating to any occurrence or event happening on or prior to the Closing Date and to any other potential claims that could be brought or alleged by any employees of the Sellers employees Business for periods prior to the Closing Date, or ; (7) any Liability of Seller to any Affiliate of Seller; (8) all Indebtedness obligations under of Seller; (9) all of Seller’s accounts payable; (10) any employee benefit plan (within the meaning Liability 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 Seller arising out of any such plan Proceeding pending or program by Judgment entered on or prior to the Sellers; Closing Date; (c) the interest bearing debts of the Sellers, (d11) any violation by the Sellers Liability 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 Seller arising from this Agreement or the transactions contemplated hereunder, any Transaction Document executed by Seller; and (f12) any and all liability and obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rightsother Liabilities of Seller, liabilities its Subsidiaries or responsibilities for any lease agreement that is not listed in Schedule 1.4(e)current or former Affiliates thereof, if any, other than the Specified Liabilities.

Non-Assumption of Liabilities. Other than pursuant to the Ancillary Agreements, as applicable, neither the Purchaser shall notnor any of its Affiliates will, by directly or indirectly, assume any Liability of the execution and performance of this Agreement Seller Parties or otherwise, assume, become responsible for, or incur any liability or obligation their Affiliates of any nature kind, character or description attributable to the conduct 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 business of the requirements of any governmental authority Seller Parties or the ownership or use of the rights of any third personTransferred Assets, relating to the reporting and payment of federalin each case, 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, regardless of when discovered or reported, including, but not limited to, the following Liabilities which shall remain Liabilities of the Seller Parties and/or their Affiliates, to the extent such Liabilities do not arise from any acts, errors or omissions of the Purchaser, its Affiliates or their respective Representatives: (a) any Liability relating to any failure or alleged failure to comply with, or any obligations under violation or alleged violation of, any Applicable Law, which failure or violation occurred or was alleged to have occurred prior to the Closing Date; (b) any Liability relating to any breach of any contract included in the Transferred Assets occurring prior to the Closing Date; (c) any Liability occurring prior to the Closing Date with respect to (i) any employee benefit plan or employee benefits maintained by the Seller Parties, (within ii) 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 employee benefits or employee benefit plan or program by the Sellers; Seller Parties, (ciii) payroll and employee benefits accrued by any employee of the Seller Parties, or (iv) the interest bearing debts termination of employment of any officer or employee by the Seller Parties prior to the Closing Date (including, but not limited to, any such termination deemed to have occurred upon the consummation of the Sellers, Closing); (d) any violation Liability arising under the express terms and conditions of the Insurance Contracts issued, renewed or written by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, Seller Parties prior to the Closing Date; and (e) liabilities or obligations of any Liability for Taxes arising prior to 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)Closing Date.

Non-Assumption of Liabilities. Purchaser A. Buyer shall not, by the execution and performance not assume any liabilities of this Agreement Seller or otherwise, assume, become responsible for, or incur any liability or obligation of any nature of the Sellers, CSI except for the following matters: (i) Seller's rights and obligations under customer open sales order and vendor open purchase orders as of the Closing which Buyer elects to accept; and (ii) Seller's rights and obligations under the other contracts of the Business as of the Closing which Buyer elects to accept ((i) and (ii) are jointly "Assumed Liabilities being assumed under Section 1.6 hereofContracts"). By way of illustrationBuyer shall indicate on Exhibit 3.A.ii. on or before the Closing the Assumed Contracts, Purchaser if any. Buyer shall not assumebe required to accept any such other contract obligations of Seller and any acceptance by Buyer shall be in Buyer's sole and absolute discretion and shall be only as to those customer open sales orders and vender open purchase orders and contracts specifically set forth in Exhibit 3.A. B. Except as specifically set forth in Paragraph 3.A., become responsible it is expressly understood and agreed that Buyer shall not be liable for, nor is Buyer assuming in any manner, any other of the obligations or incur liabilities of Seller of any liability for kind or nature, whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences prior not directly related to the Closing Date arising out of or relating Business and/or the Assets, including but not limited to: (a) violation of the requirements of any governmental authority or of the employee benefits and rights of any third personnature (even if any such employees are hired by Buyer, relating to the reporting and payment of federal, state, or other income Tax Liabilities of Sellersif any are hired); (b) any severance paypayroll, withholding or accrued vacation pay obligation similar taxes 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 taxes of any such plan or program by the Sellersnature; (c) the interest bearing debts any liability for any act, failure to act, or state of facts relating to Seller's operation of the Sellers, Business and the Assets; (d) any violation Any liability in respect of rejections, returns, or reworking costs for products sold or for damages whether special, general, incidental, or consequential related to the products sold, in either case for events occurring on or before the Closing by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, Seller; (e) liabilities or Seller's obligations for any lease and occupancy of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, Premises; and (f) any earned but unpaid commissions, bonuses, 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)rebates.

Non-Assumption of Liabilities. Purchaser (a) The Buyer shall notnot assume or be bound by any duties, by responsibilities, obligations or liabilities of the execution and performance of this Agreement or otherwise, assume, become responsible for, or incur any liability or obligation Seller 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 contingentkind, known or unknown, foreseen contingent or unforeseenotherwise, ordinary other than those obligations and liabilities expressly assumed by it pursuant to this Agreement. Without limiting the foregoing, Buyer does not assume, undertake or extraordinaryaccept any duties, patent responsibilities, obligations or latent, arising out liabilities of occurrences prior to the Seller (that exist now or at the Closing Date arising out of or relating to: (a) violation of that may arise in the requirements of future with respect to any governmental authority matter occurring at 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, ): (1) with respect to employees or former employees of the Seller or any obligations under of their beneficiaries, heirs or assignees, including: (A) any employee benefit plan pension, accrued vacation or other liabilities; (within B) any matter arising by virtue of any collective bargaining relationship or agreement or pursuant to the meaning of Section 3(3) of the Employee Retirement Income Security National Labor Relations Act of 1974, as amended) or any other fringe labor relations law; and (C) any matter arising with respect to workers' compensation, severance, payroll and/or unemployment tax, pension, profit-sharing, health insurance, COBRA, accrued but unused vacation or other employee benefit program maintained liabilities in respect of any employees of Seller in the Business employed by Buyer prior to the Closing. (2) with respect to the Pension Benefit Guaranty Corporation or sponsored by Sellers or to which any similar organization, whether arising out of the Sellers contributes or any contributions, benefits or liabilities therefore or any liability for employment by the withdrawal or partial withdrawal from or termination Seller of any such plan employees or program former employees, the transactions contemplated by the Sellers; this Agreement or otherwise; (c3) the interest bearing debts with respect to: (A) Tax; (B) Any claims for personal injuries, property damages or consequential damages relating to Seller's actions or inactions with respect to defective products sold, condition or operation of the SellersBusiness or Premises or otherwise; (4) with respect to any matter arising under any statute, (d) any violation by the Sellers of any federalrule or regulation, state or local including but not limited to antitrust, racketeering civil rights, health, safety, labor, discrimination and environmental laws, rules and regulations, at or trade practice law, prior to the Closing Date; or (e5) liabilities arising out of or obligations of based upon any matters disclosed by Seller on the Sellers for brokerage Exhibits or other commissions relative Schedules to this Agreement at or prior to the Closing Date. (b) The Seller shall not assume or be bound by any duties, responsibilities, obligations or liabilities of the Buyer or TOMZ Corporation of any kind known or unknown, contingent or otherwise, other than those obligations and liabilities expressly assumed by it pursuant to this Agreement. Without limiting the foregoing, Seller does not assume, undertake or accept any duties, responsibilities, obligations or liabilities of the Buyer or TOMZ Corporation (that exist now or at the Closing Date or that may arise in the future with respect to any matter occurring at or after the Closing Date): (1) with respect to employees or former employees of the Buyer or any of its beneficiaries, heirs or assignees, including: (A) any pension, accrued vacation or other liabilities; (B) any matter arising by virtue of any collective bargaining relationship or agreement or pursuant to the National Labor Relations Act or any other labor relations law; and (C) any matter arising with respect to workers' compensation, severance, payroll and/or unemployment tax, pension, profit-sharing, health insurance, COBRA, accrued but unused vacation or other employee benefit liabilities in respect of any employees of Seller in the Business employed by Buyer at or after the Closing. (2) with respect to the Pension Benefit Guaranty Corporation or any similar organization, whether arising out of the employment by the Seller of any employees or former employees, the transactions contemplated hereunderby this Agreement or otherwise; (3) with respect to: (A) Tax; (B) Any claims for personal injuries, property damages or consequential damages relating to Buyer's actions or inactions after the Closing Date with respect to defective products sold, condition or operation of the Business or Premises or otherwise; (f4) with respect to any and all liability and obligation for commissions and bonuses listed on Schedule 3.13; and (g) matter arising under any statute, rule or regulation, including but not limited to antitrust, civil rights, liabilities or responsibilities for any lease agreement that is not listed in Schedule 1.4(e)health, safety, labor, discrimination and environmental laws, rules and regulations, after the Closing Date.

Non-Assumption of Liabilities. Purchaser shall notDespite anything to the contrary contained in this Agreement, 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 Buyer shall not assume, become responsible forpurchase, accept nor undertake any claims, promises, liabilities, duties, obligations, warranties, guarantees or incur undertakings of Seller or any liability for officer, director, employee, agent or parent corporation of Seller, of any kind or nature whatsoever, whether legal fixed, contingent or equitableaccrued, matured or contingentnot matured, known or unknown, foreseen determined or unforeseenundetermined, ordinary due or extraordinary, patent or latent, arising out of occurrences prior not yet due pertaining in any manner to the Closing Date arising out of Business or relating to: the Purchased Assets including, without limitation (collectively, the "Liabilities"): (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 antitrusttaxes, racketeering fees or trade practice lawcharges based upon or measured by (i) Seller's income or profits, (ii) sales, excise or use taxes associated with Seller' business, or (iii) the sale, assignment or transfer of the Purchased Assets, all through the Closing Date; (b) any obligation for accounting, legal or other professional fees which Seller incurs relative to the consummation of the transactions contemplated herein; (c) any costs, expenses, charges, assessments, claims and liabilities (collectively any "Claims") resulting from any investigation, action or litigation or threats of investigation or litigation or other action arising out of or in connection with the Purchased Assets or the Business prior to and as of the Closing Date, notwithstanding that any such Claims are not revealed, disclosed, discovered, asserted or resolved until after the Closing Date; (d) except as set forth in Schedule 1.5(d), any obligations, duties, liabilities, representations or agreements with respect to any outstanding warranties of Seller, whether express or implied, or product liability, whether express or implied, in connection with the Business through the Closing Date; (e) liabilities any obligation respecting intercompany payables, receivables or obligations of any other intercompany transactions arising prior to the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, Closing Date; (f) any and all obligation or liability and obligation relating to or in connection with the employees of the Seller, including, but not limited to, any liability for commissions and bonuses listed on Schedule 3.13; and accrued vacation or severance pay; (g) any rightsobligation or account payable of the Seller arising in connection with or relating to the Business on or prior to the Closing Date; or (h) any costs, expenses and liabilities with respect to any environmental matters including penalties for non-compliance with state and federal environmental protection statutes or responsibilities for regulations or costs of remediation of any lease agreement that is not listed in Schedule 1.4(e)environmental damage.

Non-Assumption of Liabilities. Purchaser shall notNotwithstanding the provisions of Section 3.1, by Assumed Liabilities expressly do not include the execution and performance following Liabilities of this Agreement Seller (the “Retained Liabilities”): all Taxes arising from or otherwise, assume, become responsible for, with respect to the Purchased Assets or incur any liability or obligation of any nature the operation of the SellersBusiness that are incurred in or attributable to any Pre-Closing Tax Period; any Liability pursuant to any Environmental Law to the extent arising from or relating to any action, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustrationevent, Purchaser shall not assume, become responsible for, circumstance or incur any liability for whether legal condition occurring or equitable, matured existing on or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences prior to the Closing Date Date; any Indebtedness or guarantees thereof outstanding as of the Closing Date; any Liabilities arising out of or relating to: (a) violation to a pending or actual breach of the requirements of or default under 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 Assumed Contract by any of the Sellers employees for periods Seller occurring prior to the Closing Date; any Liability arising out of or related to products of Seller manufactured, installed or sold prior to Closing, including product liability claims (but excluding warranty claims assumed by Purchaser pursuant to Section 3.1.3); any Liability arising out of claims of infringement of any Intellectual Property or Technology used in the Business for infringements occurring prior to Closing; any Liability arising out of any Claim pending as of the Closing Date or arising out of any act or omission of Seller prior to the Closing Date; any Liability arising out of or resulting from Seller’s non-compliance with any Law or any Order of any Governmental Authority; any Liability relating to any indemnification obligation of Seller with respect to its officers or directors; any Liability of Seller relating to the Contracts under which Purchaser receives Assigned Rights through Section 2.1.11; all accrued but unpaid performance bonuses owed to Seller’s employees, any Liability or obligation relating to any Retained Contract or Retained Asset; all obligations of Seller under Section 3.3.3 and liabilities in connection therewith, including, without limitation, any employee benefit plan (within change of control payments or incentive payments to Xxxx Xxxxxxx or other Persons that are triggered by the meaning of Section 3(3) consummation of the Employee Retirement Income Security Act of 1974, as amended) or transactions under this Agreement; and any other fringe benefit program maintained or sponsored by Sellers or to which any of the Sellers contributes or any contributionsdebts, 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 Seller not expressly included in the Sellers for brokerage or other commissions relative to Assumed Liabilities. 3.2.1. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged as and when due by Seller, and nothing contained in this Agreement shall be construed as imposing, directly or the transactions contemplated hereunderindirectly, (f) on Purchaser any and all liability and Liability or 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)the Retained Liabilities.

Non-Assumption of Liabilities. Purchaser Purchaser, its Affiliates and Subsidiaries (other than the Transferred Entities following the Closing, but subject in all respects to Purchaser’s and its Affiliates’ (including the Transferred Entities’) right to indemnification pursuant to Section 10.2(c) for the Non-assumed Liabilities) shall not, not (by the execution and performance of this Agreement Agreement, by operation of law or otherwise, ) assume, become responsible for, or incur any liability or obligation for, and Newpark shall assume as of the Closing and be liable for and pay in full, and the Transferred Entities are not intended to have any liability or obligation of any nature kind (including any obligation of the Sellerspayment or performance), 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, asserted prior to, at or after the date of this Agreement, relating to or arising out of occurrences prior any and all of the following (each and all of which are hereinafter referred to as the “Non-assumed Liabilities”): (i) any severance pay obligation of any of the Transferred Entities or of Newpark Texas, DFI, Newpark or any of its other Affiliates or Subsidiaries with respect to any Former Employee; (ii) any Benefit Plan (other than (A) the Change of Control Agreements listed in Section 3.16(h)(ii) of the Newpark Disclosure Schedule between NESI and the Transferred Employees listed therein, and (B) the liabilities and obligations of any Transferred Entity under any Benefit Plan to the extent of any amounts with respect thereto are recorded as a liability in the calculation of the Estimated Net Working Capital, as adjusted by the Closing Date arising out of or relating to: (a) violation of Net Working Capital, for which Purchaser shall be responsible post-Closing), including, without limitation, the requirements of any governmental authority or of the rights of any third personNewpark Group Health Plan, 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 amendedERISA) or any other fringe benefit program maintained or sponsored by Sellers Newpark or any of its Subsidiaries or Affiliates or to which Newpark or any of the Sellers its Subsidiaries or Affiliates 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 Sellers; Newpark or any of its Subsidiaries or Affiliates; (ciii) the interest bearing debts litigation described in Section A of Section 3.8 of the Sellers, Newpark Disclosure Schedule; (div) any violation by obligations or liabilities relating to the Sellers site or facility known as the Gxxxxxxx Land farm near Eunice, Louisiana including, but not limited to, any closure, post-closure, monitoring, testing, analyzing, clean-up or remediation operation or lease termination; (v) any Indebtedness of Newpark Texas, Newpark or its other Affiliates or Subsidiaries, including, without limitation, that arising under the current $225,000,000 Amended and Restated Credit Agreement dated December 21, 2007 between Newpark and JPMorgan Chase Bank, NA, as administrative agent, Calyon New York Branch, as Syndication Agent, and Bank America, N.A., as Documentation Agent and the loan parties and lenders identified therein or its predecessor or successor credit agreements (collectively, the “Credit Agreement”) and any federal, state obligations or local antitrust, racketeering or trade practice law, (e) liabilities or obligations of the Sellers for brokerage Transferred Entities arising out of or other commissions relative to this in connection with their guaranteeing of the Credit Agreement or pledging their assets as security for the transactions contemplated hereunderCredit Agreement. Notwithstanding the foregoing, Capital Leases of the Transferred Entities shall not be considered a Non-assumed Liability to the extent expressly set forth in the Annual Financial Statements or Interim Financial Statements; and (fvi) any liabilities relating to or arising from (A) the Bayou Choctaw Property, or (B) the NEWS Permits and all liability and obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities business operations or responsibilities for any lease agreement that is not listed in Schedule 1.4(e)assets of NEWS or the Transferred Entities pursuant to or otherwise related to the NEWS Permits.

Non-Assumption of Liabilities. The parties expressly agree and understand that the Purchaser shall notassume no liabilities or obligations of the Business or either of the Sellers. Sellers shall remain liable for each and every liability of Sellers, including, without limitation, the following: (i) any and all Taxes (as hereinafter defined) related or attributable to any and all periods ending on or prior to the Closing Date, as well as any and all Taxes incurred in connection with the transactions contemplated hereby; (ii) any and all fees, costs, expenses or other obligations incurred by or on behalf of the execution and performance of Sellers in connection with this Agreement or otherwisethe transactions contemplated hereby, assumeincluding, become responsible forwithout limitation, all fees to attorneys, investment bankers, accountants or incur others for services rendered; (iii) any liability and all brokers' or obligation finders' fees, commissions or like payments arising out of or based upon any nature act or omission of the Sellers; (iv) any and all liabilities based on any claim, except for suit or proceeding alleging a violation of any federal, state or local law, regulation, code or ordinance, including, without limitation, product liability, employee safety, health or other laws, and any other third party claims, resulting from any act or omission by any of the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, Sellers which occurred on 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 and which relate to the Sellers, the Business or the Purchased Assets; (v) any and all liabilities, whether or not known to any of the Sellers, based on, arising out of or relating to: (a) violation of the requirements otherwise in respect of any governmental authority act or omission 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 or any other party, or any event or condition on or off the premises of Company, occurring at any time on or prior to the Closing Date and regardless of when notice thereof is received, related to matters of environmental protection, pollution, health, safety, or related to warranty obligations in connection with products sold or services rendered on or prior to the Closing Date, or any obligations under any employee benefit plan related to matters of unfunded or underfunded pension liabilities; and (within the meaning of Section 3(3vi) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained liability, obligation, claim or sponsored by Sellers or to which commitment of any of the Sellers contributes (whether disclosed or any contributionsundisclosed, benefits fixed, absolute, accrued, ordinary, extraordinary, contingent or liabilities therefore otherwise, direct or any indirect, primary or secondary, known or unknown), including, but not limited to, liability for the withdrawal to Company's employees under Company's benefit plans 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)COBRA.