Common use of Non-Assumption of Liabilities Clause in Contracts

Non-Assumption of Liabilities. Except for all of the liabilities and obligations of BSI in the BSI/Rochester Exclusive License after the Closing Date (other than any liabilities and obligations arising from the breach or noncompliance by BSI with the BSI/Rochester Exclusive License prior to the Closing Date or the nonpayment of the License Price thereunder), which liabilities and obligations the Purchaser hereby agrees to assume and become liable for, and except for the other liabilities and obligations of the Purchaser pursuant to this Agreement, the Purchaser shall not assume, or in any way become liable for, any liabilities or obligations of the Seller, of any kind or nature, whether accrued, absolute, contingent or otherwise, or whether due or to become due, or otherwise, arising out of events or transactions or facts which shall have occurred on or prior to or, only with respect to the Purchased Assets, subsequent to the Closing Date (collectively, the “Excluded Assets”). The Excluded Assets shall include, without limitation: (a) 50% of all transfer, sales, purchase, use, value added, excise or similar tax imposed under the laws of the United States, or any other state or political subdivision thereof, which arises out of the transfer of the Purchased Assets; (b) any liability or obligation arising out of any claim, action, suit or proceeding pending as of the Closing Date or any subsequent claim, action, suit or proceeding arising out of or relating to matters or events occurring, or with respect to the manner in which the Seller owned or used the Technology, on or prior to the Closing Date; (c) any liability or obligation relating to the ownership, development or use of the Technology by the Seller on or prior to the Closing Date; (d) any liability or obligation arising out of or relating to assets owned or leased by the Seller on, prior or after the Closing Date (other than with respect to the BSI/Rochester Exclusive License after the Closing Date); (e) any liability or obligation of the Seller with respect to a collective bargaining agreement or any employee benefit or incentive plan, agreement or arrangement; (f) any liability of the Seller or its affiliates for any federal, state, local or foreign income taxes, or any non-accrued payroll, sales, property or other taxes (including, without limitation, those yet to be assessed or payable) for any periods prior to or, other than with respect to the Purchased Assets, subsequent to the Closing Date including, without limitation, all monies or trust fund taxes required to be withheld by the Seller from employees employed by the Seller; (g) the fees, costs and expenses of any person, firm, corporation or other entity acting on behalf of, or representing the Seller as broker, finder, investment banker, financial advisor, accountant, attorney or in any similar capacity; (h) any debt, obligation or liability of the Seller for money borrowed; (i) any liability or obligation resulting from a breach caused by the Seller at any time before or after the Closing of any agreement, contract, commitment, license or lease; (j) any liability, obligation, fine or penalty of any kind resulting from and relating to the Seller’s violation of applicable laws or failure to have, maintain or comply with the terms of any required permits, licenses, certificates or other authorizations required under applicable law; (k) any liability or obligation relating to investigation, remediation or otherwise with respect to hazardous materials including, without limitation, all liabilities and obligations with respect to handling, removal, transport, treatment, storage and disposal of hazardous materials, to any location, in each case, occurring prior to or after the Closing Date; and/or (l) future performance obligations of the Seller in respect of outstanding leases, contracts, licenses, sales orders and purchase orders (other than pursuant to the BSI/Rochester Exclusive License).

Non-Assumption of Liabilities. Except for all as specifically set forth in this Section 2.2, Buyer expressly does not, and shall not, assume or be deemed to have assumed under this Agreement or by reason of the any transaction contemplated hereunder, any debts, liabilities and (contingent or otherwise) or obligations of BSI in the BSI/Rochester Exclusive License after the Closing Date (other than any liabilities Seller of any nature whatsoever. Buyer shall and obligations arising from the breach or noncompliance by BSI with the BSI/Rochester Exclusive License prior to the Closing Date or the nonpayment of the License Price thereunder), which liabilities and obligations the Purchaser hereby agrees to assume and become liable for, and except for the other liabilities and obligations discharge as of the Purchaser pursuant to this AgreementEffective Time, (i) the Purchaser shall not assume, or in any way become liable for, any liabilities or obligations of the Seller, of any kind or nature, whether accrued, absolute, contingent or otherwise, or whether due or to become due, or otherwise, arising out of events or transactions or facts which shall have occurred on or prior to or, only with respect to the Purchased Assets, subsequent to the Closing Date Effective Time under the Included Contracts and (ii) payment for the piece goods and inventory on order listed on Schedule 2.2 hereto (collectively, the “Excluded AssetsAssumed Obligations”). The Excluded Assets ; provided, however, that notwithstanding any other provision of this Agreement, the Assumed Obligations shall includenot include (i) any debts, liabilities (contingent or otherwise) or obligations of any Seller (including, without limitation: , trade accounts payable and liabilities that should be accrued on the Financial Statements (as defined herein) in accordance with generally accepted accounting principles up to and including the Closing Date) with respect to those Assumed Obligations referred to in this Section, arising out of any Contract (a) 50% required to be listed but not listed on Schedule 1.2(c) hereto (regardless of all transfer, sales, purchase, use, value added, excise or similar tax imposed under any knowledge thereof on the laws part of the United States, or any other state or political subdivision thereof, which arises out of the transfer of the Purchased Assets; Buyer) and (b) the benefits of which are not validly assigned to Buyer, (ii) any liability or obligation arising out for Taxes, whether or not accrued, assessed or currently due and payable (a) of any claimSeller, actionwhether or not it relates to the operation of any Seller’s business, suit (b) arising from the operation of any Seller’s business or proceeding pending as the ownership of the Closing Date or any subsequent claim, action, suit or proceeding arising out of or relating to matters or events occurring, or with respect to the manner in which the Seller owned or used the Technology, Assets on or prior to the Closing Date; Effective Time, or (c) any liability or obligation relating to the ownership, development or use of the Technology by the Seller on or prior to the Closing Date; (d) any liability or obligation arising out of or relating to assets owned or leased by the Seller onconsummation of the transactions contemplated hereby (for purposes of this Section 2.2, prior or after the Closing Date (other than all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the BSI/Rochester Exclusive License Assets for a Tax period that includes (but does not end on) the Closing Date shall be apportioned between Sellers and Buyer based upon the number of days of such period included in the Tax period before (and including) the Closing Date and the number of days of such Tax period after the Closing Date); , or (eiii) any liability or obligation of the any Seller to or with respect to a collective bargaining agreement employees and other personnel (their spouses, dependents and beneficiaries) of any Seller or any employee benefit or incentive planEmployee Plan (as defined in Section 3.13), agreement or arrangement; (f) any liability of the Seller or its affiliates for any federal, state, local or foreign income taxes, or any non-accrued payroll, sales, property or other taxes (including, without limitation, those yet to be assessed or payable) for any periods prior to or, other than with respect unless and except to the Purchased Assets, subsequent to the Closing Date including, without limitation, all monies or trust fund taxes required to be withheld by the Seller from employees employed by the Seller; (g) the fees, costs and expenses of any person, firm, corporation or other entity acting on behalf of, or representing the Seller as broker, finder, investment banker, financial advisor, accountant, attorney or in any similar capacity; (h) any debt, obligation or liability of the Seller for money borrowed; (i) any extent such liability or obligation resulting from a breach caused is specifically assumed by the Seller at any time before or after the Closing of any agreement, contract, commitment, license or lease; (j) any liability, obligation, fine or penalty of any kind resulting from and relating to the Seller’s violation of applicable laws or failure to have, maintain or comply with the terms of any required permits, licenses, certificates or other authorizations required Buyer under applicable law; (k) any liability or obligation relating to investigation, remediation or otherwise with respect to hazardous materials including, without limitation, all liabilities and obligations with respect to handling, removal, transport, treatment, storage and disposal of hazardous materials, to any location, in each case, occurring prior to or after the Closing Date; and/or (l) future performance obligations of the Seller in respect of outstanding leases, contracts, licenses, sales orders and purchase orders (other than pursuant to the BSI/Rochester Exclusive License)this Agreement.

Non-Assumption of Liabilities. Except for Notwithstanding the provisions of Section 3.1, Assumed Liabilities expressly do not include the following Liabilities of Sellers (the “Retained Liabilities”): (i) all of the liabilities and obligations of BSI in the BSI/Rochester Exclusive License after the Closing Date (other than any liabilities and obligations Taxes arising from the breach or noncompliance by BSI with the BSI/Rochester Exclusive License prior to the Closing Date or the nonpayment of the License Price thereunder), which liabilities and obligations the Purchaser hereby agrees to assume and become liable for, and except for the other liabilities and obligations of the Purchaser pursuant to this Agreement, the Purchaser shall not assume, or in any way become liable for, any liabilities or obligations of the Seller, of any kind or nature, whether accrued, absolute, contingent or otherwise, or whether due or to become due, or otherwise, arising out of events or transactions or facts which shall have occurred on or prior to or, only with respect to the Purchased Assets, subsequent to Assets or the Closing Date (collectively, the “Excluded Assets”). The Excluded Assets shall include, without limitation: (a) 50% of all transfer, sales, purchase, use, value added, excise or similar tax imposed under the laws operation of the United States, Business that are incurred in or attributable to any other state or political subdivision thereof, which arises out Pre-Closing Tax Period (subject to Purchaser’s obligation to pay its portion of the transfer of the Purchased AssetsTransfer Taxes pursuant to Section 11.4); (bii) any liability or obligation pursuant to any Environmental Law to the extent arising out of any claim, action, suit or proceeding pending as of the Closing Date or any subsequent claim, action, suit or proceeding arising out of from or relating to matters any action, event, circumstance or events occurring, condition occurring or with existing in respect to the manner in which of the Seller owned Assets or used the Technology, Business on or prior to the Closing Date; (ciii) any liability Indebtedness or obligation guarantees thereof outstanding as of the Closing Date; (iv) any Liabilities arising out of or relating to the ownership, development a pending or use actual breach of the Technology or default under any Assumed Contract by the Seller on or Sellers occurring prior to the Closing Date; (dv) any liability or obligation Liability arising out of Products of Sellers sold prior to Closing, including product liability claims (but excluding warranty claims to the extent assumed by Purchaser pursuant to Section 3.1.3); (vi) any Liability arising out of claims of infringement of any Intellectual Property or relating Technology used in the Business for infringements occurring prior to assets owned Closing; (vii) any Liability arising out of any Claim pending as of the Closing Date or leased by the Seller on, arising out of any act or omission of Sellers prior or after to the Closing Date (other than any Liabilities that the Purchaser has expressly agreed to assume under Sections 3.1.1 through 3.1.5 above); (viii) any Liability arising out of or resulting from Sellers’ non-compliance with any Law or any Order of any Governmental Authority; (ix) any Liability relating to any indemnification obligation of Sellers with respect to the BSI/Rochester Exclusive License after the Closing Date)its officers or directors; (ex) any liability or obligation Liability of Sellers relating to the Seller with respect to a collective bargaining agreement or any employee benefit or incentive plan, agreement or arrangementContracts under which Purchaser receives Assigned Rights through Section 2.1.10; (fxi) all unpaid compensation, commissions, performance bonuses or severance owed or payable to any liability of the Seller Sellers’ employees, contractors or its affiliates for any federalagents, state, local or foreign income taxes, or any non-accrued payroll, sales, property or other taxes (including, without limitation, those yet any such amounts that are owed or become due (a) as a result of the sale of assets contemplated by this Agreement, or (b) on or before, or payable for periods prior to, the Closing Date, or (c) that are or have been claimed by Sellers’ employees to be assessed due or payable) payable for any periods prior to or, other than with respect to the Purchased Assets, subsequent to the Closing Date including, without limitation, all monies or trust fund taxes required to be withheld by the Seller from employees employed by the SellerDate; (g) the fees, costs and expenses of any person, firm, corporation or other entity acting on behalf of, or representing the Seller as broker, finder, investment banker, financial advisor, accountant, attorney or in any similar capacity; (hxii) any debt, obligation or liability of the Seller for money borrowed; (i) any liability or obligation resulting from a breach caused by the Seller at any time before or after the Closing of any agreement, contract, commitment, license or lease; (j) any liability, obligation, fine or penalty of any kind resulting from and relating to the Seller’s violation of applicable laws or failure to have, maintain or comply with the terms of any required permits, licenses, certificates or other authorizations required under applicable law; (k) any liability Liability or obligation relating to investigation, remediation any Retained Contract or otherwise with respect to hazardous materials including, without limitation, Retained Asset; (xiii) all liabilities and obligations with respect to handling, removal, transport, treatment, storage and disposal of hazardous materials, to any location, in each case, occurring prior to or after the Closing Date; and/or (l) future performance obligations of Sellers under Section 3.3.3 and liabilities in connection therewith; and (xiv) any other debts, liabilities or obligations of Sellers not expressly included in the Seller in respect of outstanding leasesAssumed Liabilities, contracts, licenses, sales orders and purchase orders (other than pursuant to the BSI/Rochester Exclusive License)including those payables set forth on Schedule 3.1.1.

Non-Assumption of Liabilities. Except for all Notwithstanding the provisions of Section 3.1, Assumed Liabilities expressly do not include the following Liabilities of the Company (the “Retained Liabilities”); trade payables, account payables, accrued expenses and other current liabilities and obligations of BSI in the BSI/Rochester Exclusive License after the Closing Date (other than any liabilities and obligations arising out of, accruing or resulting from the breach operation of the Business, the sale of Products or noncompliance by BSI with the BSI/Rochester Exclusive License use, ownership or operation of the Purchased Assets, in each case, prior to the Closing Date Date; all Taxes arising from or the nonpayment of the License Price thereunder), which liabilities and obligations the Purchaser hereby agrees to assume and become liable for, and except for the other liabilities and obligations of the Purchaser pursuant to this Agreement, the Purchaser shall not assume, or in any way become liable for, any liabilities or obligations of the Seller, of any kind or nature, whether accrued, absolute, contingent or otherwise, or whether due or to become due, or otherwise, arising out of events or transactions or facts which shall have occurred on or prior to or, only with respect to the Purchased Assets, subsequent Assets or the operation of the Business that are incurred in or attributable to any Pre-Closing Tax Period; any liability pursuant to any Environmental Law to the Closing Date (collectively, the “Excluded Assets”). The Excluded Assets shall include, without limitation: (a) 50% of all transfer, sales, purchase, use, value added, excise or similar tax imposed under the laws of the United States, or any other state or political subdivision thereof, which arises out of the transfer of the Purchased Assets; (b) any liability or obligation extent arising out of any claim, action, suit or proceeding pending as of the Closing Date or any subsequent claim, action, suit or proceeding arising out of from or relating to matters any action, event, circumstance or events occurring, condition occurring or with respect to the manner in which the Seller owned or used the Technology, existing on or prior to the Closing Date; any Indebtedness or guarantees thereof outstanding as of the Closing Date (c) except for obligations in respect of the Assumed Contracts to the extent assumed under Section 3.1.2 above); any liability arising under the Assumed Contracts with respect to any breach or obligation relating to the ownership, development or use default of the Technology by the Seller Company existing on or prior to the Closing Date; (d) any liability arising out of or related to Products of the Company manufactured or sold prior to Closing, including product liability claims but excluding warranty claims assumed by Purchaser pursuant to Section 3.1.4; any Liability arising out of claims of infringement of any Intellectual Property to the extent attributable to infringements for periods 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 the Company prior to the Closing Date; any Liability arising out of or resulting from the Company’s non-compliance with any Law or any Order of any Governmental Authority; any liability relating to any indemnification obligation of the Company with respect to its officers or directors; any liability of the Company relating to the Contracts under which Purchaser receives Assigned Rights under Section 2.1.10; all accrued but unpaid performance bonuses owed to the Company’s employees, any liability or obligation arising out of under any Retained Contract or relating to assets owned or leased by the Seller on, prior or after the Closing Date (other than with respect to the BSI/Rochester Exclusive License after the Closing Date)Retained Asset; (e) any liability or obligation of the Seller with respect to a collective bargaining agreement or any employee benefit or incentive plan, agreement or arrangement; (f) any liability of the Seller or its affiliates for any federal, state, local or foreign income taxes, or any non-accrued payroll, sales, property or other taxes (including, without limitation, those yet to be assessed or payable) for any periods prior to or, other than with respect to the Purchased Assets, subsequent to the Closing Date including, without limitation, all monies or trust fund taxes required to be withheld by the Seller from employees employed by the Seller; (g) the fees, costs and expenses of any person, firm, corporation or other entity acting on behalf of, or representing the Seller as broker, finder, investment banker, financial advisor, accountant, attorney or in any similar capacity; (h) any debt, obligation or liability of the Seller for money borrowed; (i) any liability or obligation resulting from a breach caused by the Seller at any time before or after the Closing of any agreement, contract, commitment, license or lease; (j) any liability, obligation, fine or penalty of any kind resulting from and relating to the Seller’s violation of applicable laws or failure to have, maintain or comply with the terms of any required permits, licenses, certificates or other authorizations required under applicable law; (k) any liability or obligation relating to investigation, remediation or otherwise with respect to hazardous materials including, without limitation, all liabilities and obligations with respect to handling, removal, transport, treatment, storage and disposal of hazardous materials, to any location, in each case, occurring prior to or after the Closing Date; and/or (l) future performance obligations of the Seller Company under Section 3.3.3 and liabilities in respect connection therewith; and any other debts, liabilities or obligations of outstanding leases, contracts, licenses, sales orders and purchase orders (other than pursuant to the BSI/Rochester Exclusive License)Company not expressly included in the Assumed Liabilities.

Non-Assumption of Liabilities. Except for all as specifically set forth on Schedule 2.2, in this Section 2.2 and in Sections 2.4 and 2.5 hereof, Buyer expressly does not, and shall not, assume or be deemed to have assumed under this Agreement or by reason of any transaction contemplated hereunder, any debts, liabilities (contingent or otherwise) or obligations of any of the liabilities and members of the Winlit Group or any shareholder of Winlit of any nature whatsoever. Buyer shall assume the obligations of BSI in the BSI/Rochester Exclusive License after arising subsequent to the Closing Date under all contracts, agreements, commitments and leases of Winlit being assigned or transferred to Buyer hereunder, but only to the extent disclosed in Schedule 1.1(c) or 2.2 hereto (collectively, the "Assumed Obligations"); provided, however, that notwithstanding any other than provision of this Agreement, the Assumed Obligations shall not include any (i) debts, liabilities (contingent or otherwise) or obligations of any of the members of the Winlit Group or any shareholder of Winlit (including, without limitation, trade accounts payable and liabilities that should be accrued on the Financial Statements (as defined herein) in accordance with generally accepted accounting principles up to the Closing Date) with respect to those Assumed Obligations referred to in this section, arising out of any contract, agreement, commitment or lease (a) required to be listed but not listed on Schedule 1.1(c) hereto (regardless of any knowledge thereof on the part of Buyer) or (b) the benefits of which are not validly assigned to Buyer, (ii) any liabilities arising from customer complaints or any related customer chargebacks (including all deductions of any kind) relating to the Business prior to the Closing Date, or (iii) any liability or obligation for Taxes, whether or not accrued, assessed or currently due and obligations payable, including without limitation any liability for Taxes (a) any member of the Winlit Group or any shareholder of Winlit, whether or not it relates to the operation of Winlit's business, (b) arising from the breach operation of Winlit's business or noncompliance by BSI with the BSI/Rochester Exclusive License ownership of the Assets on or prior to the Closing Date or the nonpayment of the License Price thereunder), which liabilities and obligations the Purchaser hereby agrees to assume and become liable for, and except for the other liabilities and obligations of the Purchaser pursuant to this Agreement, the Purchaser shall not assume, or in any way become liable for, any liabilities or obligations of the Seller, of any kind or nature, whether accrued, absolute, contingent or otherwise, or whether due or to become due, or otherwise, (c) arising out of events or the consummation of the transactions or facts which shall have occurred on or prior to orcontemplated hereby (for purposes of this Section 2.2, only all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets, subsequent to Assets for a Tax period that includes (but does not end on) the Closing Date shall be apportioned between Winlit and Buyer based upon the number of days of such period included in the Tax period before (collectively, the “Excluded Assets”). The Excluded Assets shall include, without limitation: (aand including) 50% of all transfer, sales, purchase, use, value added, excise or similar tax imposed under the laws of the United States, or any other state or political subdivision thereof, which arises out of the transfer of the Purchased Assets; (b) any liability or obligation arising out of any claim, action, suit or proceeding pending as of the Closing Date or any subsequent claim, action, suit or proceeding arising out and the number of or relating to matters or events occurring, or with respect to the manner in which the Seller owned or used the Technology, on or prior to the Closing Date; (c) any liability or obligation relating to the ownership, development or use days of the Technology by the Seller on or prior to the Closing Date; (d) any liability or obligation arising out of or relating to assets owned or leased by the Seller on, prior or after the Closing Date (other than with respect to the BSI/Rochester Exclusive License such Tax period after the Closing Date); (e) . Notwithstanding anything to the contrary contained herein, it shall be the responsibility of Buyer to reimburse Winlit for any liability or obligation of the Seller customs and duty charges paid by Winlit with respect to a collective bargaining agreement or any employee benefit or incentive plan, agreement or arrangement; (f) any liability of the Seller or its affiliates for any federal, state, local or foreign income taxes, or any non-accrued payroll, sales, property or other taxes (including, without limitation, those yet to be assessed or payable) for any periods prior to or, other than with respect to the Purchased Assets, subsequent to the Closing Date including, without limitation, all monies or trust fund taxes required to be withheld by the Seller from employees employed by the Seller; (g) the fees, costs and expenses of any person, firm, corporation or other entity acting on behalf of, or representing the Seller as broker, finder, investment banker, financial advisor, accountant, attorney or in any similar capacity; (h) any debt, obligation or liability of the Seller for money borrowed; (i) any liability or obligation resulting from a breach caused by the Seller at any time before or after the Closing of any agreement, contract, commitment, license or lease; (j) any liability, obligation, fine or penalty of any kind resulting from and relating to the Seller’s violation of applicable laws or failure to have, maintain or comply with the terms of any required permits, licenses, certificates or other authorizations required under applicable law; (k) any liability or obligation relating to investigation, remediation or otherwise with respect to hazardous materials including, without limitation, all liabilities and obligations with respect to handling, removal, transport, treatment, storage and disposal of hazardous materials, to any location, in each case, occurring prior to or after the Closing Date; and/or (l) future performance obligations of the Seller in respect of outstanding leases, contracts, licenses, sales orders and purchase orders (other than pursuant to the BSI/Rochester Exclusive License)Inventory.

Non-Assumption of Liabilities. Except for Notwithstanding the provisions of Section 3.1, Assumed Liabilities expressly do not include the following Liabilities of Seller (the “Retained Liabilities”): all of the liabilities and obligations of BSI in the BSI/Rochester Exclusive License after the Closing Date (other than any liabilities and obligations Taxes arising from the breach or noncompliance by BSI with the BSI/Rochester Exclusive License prior to the Closing Date or the nonpayment of the License Price thereunder), which liabilities and obligations the Purchaser hereby agrees to assume and become liable for, and except for the other liabilities and obligations of the Purchaser pursuant to this Agreement, the Purchaser shall not assume, or in any way become liable for, any liabilities or obligations of the Seller, of any kind or nature, whether accrued, absolute, contingent or otherwise, or whether due or to become due, or otherwise, arising out of events or transactions or facts which shall have occurred on or prior to or, only with respect to the Purchased Assets, subsequent Assets or the operation of the Business that are incurred in or attributable to any Pre-Closing Tax Period; any Liability pursuant to any Environmental Law to the Closing Date (collectively, the “Excluded Assets”). The Excluded Assets shall include, without limitation: (a) 50% of all transfer, sales, purchase, use, value added, excise or similar tax imposed under the laws of the United States, or any other state or political subdivision thereof, which arises out of the transfer of the Purchased Assets; (b) any liability or obligation extent arising out of any claim, action, suit or proceeding pending as of the Closing Date or any subsequent claim, action, suit or proceeding arising out of from or relating to matters any action, event, circumstance or events occurring, condition occurring or with respect to the manner in which the Seller owned or used the Technology, existing on or prior to the Closing Date; (c) any liability Indebtedness or obligation guarantees thereof outstanding as of the Closing Date; any Liabilities arising out of or relating to the ownership, development a pending or use actual breach of the Technology or default under any Assumed Contract by the Seller on or occurring prior to the Closing Date; (d) any liability or obligation Liability arising out of or relating related to assets owned products of Seller manufactured, installed or leased 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 Seller on, Business for infringements occurring prior or after to Closing; any Liability arising out of any Claim pending as of the Closing Date (other than with respect or arising out of any act or omission of Seller prior to the BSI/Rochester Exclusive License after the Closing Date); (e) any liability 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 the Seller with respect to a collective bargaining agreement its officers or directors; any employee benefit 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 incentive planobligation relating to any Retained Contract or Retained Asset; all obligations of Seller under Section 3.3.3 and liabilities in connection therewith, agreement or arrangement; (f) any liability of the Seller or its affiliates for any federal, state, local or foreign income taxes, or any non-accrued payroll, sales, property or other taxes (including, without limitation, those yet any change of control payments or incentive payments to be assessed Xxxx Xxxxxxx or payable) for any periods prior to or, other than with respect to the Purchased Assets, subsequent to the Closing Date including, without limitation, all monies or trust fund taxes required to be withheld Persons that are triggered by the Seller from employees employed by the Seller; (g) the fees, costs and expenses of any person, firm, corporation or other entity acting on behalf of, or representing the Seller as broker, finder, investment banker, financial advisor, accountant, attorney or in any similar capacity; (h) any debt, obligation or liability consummation of the Seller for money borrowedtransactions under this Agreement; (i) and any liability other debts, liabilities or obligation resulting from a breach caused by the Seller at any time before or after the Closing of any agreement, contract, commitment, license or lease; (j) any liability, obligation, fine or penalty of any kind resulting from and relating to the Seller’s violation of applicable laws or failure to have, maintain or comply with the terms of any required permits, licenses, certificates or other authorizations required under applicable law; (k) any liability or obligation relating to investigation, remediation or otherwise with respect to hazardous materials including, without limitation, all liabilities and obligations with respect to handling, removal, transport, treatment, storage and disposal of hazardous materials, to any location, in each case, occurring prior to or after the Closing Date; and/or (l) future performance obligations of Seller not expressly included in the Seller in respect of outstanding leases, contracts, licenses, sales orders and purchase orders (other than pursuant to the BSI/Rochester Exclusive License)Assumed Liabilities.

Non-Assumption of Liabilities. Except for Notwithstanding the provisions of Section 3.1, Assumed Liabilities expressly do not include the following Liabilities of Seller (the “Retained Liabilities”); all of the liabilities and obligations of BSI in the BSI/Rochester Exclusive License after the Closing Date (other than any liabilities and obligations Taxes arising from the breach or noncompliance by BSI with the BSI/Rochester Exclusive License prior to the Closing Date or the nonpayment of the License Price thereunder), which liabilities and obligations the Purchaser hereby agrees to assume and become liable for, and except for the other liabilities and obligations of the Purchaser pursuant to this Agreement, the Purchaser shall not assume, or in any way become liable for, any liabilities or obligations of the Seller, of any kind or nature, whether accrued, absolute, contingent or otherwise, or whether due or to become due, or otherwise, arising out of events or transactions or facts which shall have occurred on or prior to or, only with respect to the Purchased AssetsAssets (other than the portion of Transfer Taxes, subsequent if any, for which Purchaser is responsible in accordance with Section 8.7.2) or the operation of the GlobalTrak Business that are incurred in or attributable to any Pre-Closing Tax Period; any liability pursuant to any Environmental Law to the Closing Date (collectively, the “Excluded Assets”). The Excluded Assets shall include, without limitation: (a) 50% of all transfer, sales, purchase, use, value added, excise or similar tax imposed under the laws of the United States, or any other state or political subdivision thereof, which arises out of the transfer of the Purchased Assets; (b) any liability or obligation extent arising out of any claim, action, suit or proceeding pending as of the Closing Date or any subsequent claim, action, suit or proceeding arising out of from or relating to matters any action, event, circumstance or events occurring, condition occurring or with respect to the manner in which the Seller owned or used the Technology, existing on or prior to the Closing Date; any Indebtedness outstanding as of the Closing Date (c) except for obligations in respect of the Assumed Contracts to the extent assumed or to be assumed in accordance with Section 3.1.2 above, and the debts, obligations and liabilities to the extent assumed or to be assumed in accordance with Section 3.1.1 above); any liability or obligation relating existing immediately prior to the ownership, development or use Closing of the Technology by GlobalTrak Business to Seller or any of its Affiliates; any liability arising under the Assumed Contracts with respect to any breach or default of Seller existing on or prior to the Closing Date; (d) any liability or obligation arising out of or relating related to assets owned Products of Seller manufactured or leased sold prior to Closing, including product liability claims (but excluding warranty claims assumed by the Seller on, Purchaser pursuant to Section 3.1.3); any Liability arising out of claims of infringement of any Intellectual Property or Technology for infringements occurring prior or after to Closing; any Liability arising out of any Claim pending as of the Closing Date (other than with respect or arising out of any act or omission of Seller prior to the BSI/Rochester Exclusive License after the Closing Date); (e) any Liability arising out of or resulting from Seller’s non-compliance with any Law or any Order of any Governmental Authority in connection with the operation of the GlobalTrak Business prior to the Closing; any liability or relating to any indemnification obligation of the Seller with respect to a collective bargaining agreement its officers or any employee benefit or incentive plan, agreement or arrangementdirectors; (f) any liability of the Seller or its affiliates for any federal, state, local or foreign income taxes, or any non-accrued payroll, sales, property or other taxes (including, without limitation, those yet to be assessed or payable) for any periods prior to or, other than with respect to the Purchased Assets, subsequent to the Closing Date including, without limitation, all monies or trust fund taxes required to be withheld by the Seller from employees employed by the Seller; (g) the fees, costs and expenses of any person, firm, corporation or other entity acting on behalf of, or representing the Seller as broker, finder, investment banker, financial advisor, accountant, attorney or in any similar capacity; (h) any debt, obligation or liability of the Seller for money borrowed; (i) any liability or obligation resulting from a breach caused by the Seller at any time before or after the Closing of any agreement, contract, commitment, license or lease; (j) any liability, obligation, fine or penalty of any kind resulting from and relating to the Contracts under which Purchaser receives Assigned Rights through Section 2.1.10; all accrued but unpaid performance bonuses owed to Seller’s violation of applicable laws or failure to haveemployees, maintain or comply with the terms of any required permits, licenses, certificates or other authorizations required under applicable law; (k) any liability or obligation relating to investigation, remediation or otherwise with respect to hazardous materials including, without limitation, any Retained Asset; all liabilities and obligations with respect to handling, removal, transport, treatment, storage and disposal of hazardous materials, to any location, in each case, occurring prior to or after the Closing Date; and/or (l) future performance obligations of Seller under Section 3.3.3 and liabilities in connection therewith; and any other debts, liabilities or obligations of Seller not expressly included in the Seller in respect of outstanding leases, contracts, licenses, sales orders and purchase orders (other than pursuant to the BSI/Rochester Exclusive License)Assumed Liabilities.