Common use of Retained Liabilities and Indemnity Clause in Contracts

Retained Liabilities and Indemnity. The Purchaser will not assume and will ---------------------------------- not be liable for, and the Vendor will indemnify and save harmless the Purchaser, its officers, directors, employees, agents and shareholders from and against, all obligations, commitments, expenses, costs and liabilities of and claims against the Vendor (whether absolute, accrued or contingent) relating to the Business, except for the assumed liabilities outlined in paragraph 2.3 above or to the extent accrued for on the Financial Statements and assumed by the Purchaser or covered by insurance continued by the Purchaser pursuant to Paragraph 4.1(v)(aa). Without limiting the generality of the foregoing, it is agreed that the Purchaser will have no liability for any of the following obligations and liabilities (with the exception of those outlined in Paragraph 2.3 above): (a) all liabilities in respect of all indebtedness of the Vendor to all persons; (b) all product liability claims and liabilities for product claims relating to any product or service of the Business produced, sold, performed or delivered prior to the Closing Date that will not be covered by any insurance pertaining to the Business; (c) all liabilities for all taxes, duties, levies, assessments and other such charges, including any penalties, interests and fines with respect thereto, payable by the Vendor to any federal, state, local or other governmental agency, authority, board, bureau or commission, domestic or foreign, including, without limitation, any taxes in respect of or measured by the sale, consumption or performance by the Vendor of any product or service prior to the Effective Date and pursuant to any legislation in respect of all remuneration payable to all persons employed in the Business prior to the Effective Date, except that the Purchaser shall be liable for timely payment in respect of two-thirds of the 1996 property tax bills of the Business. (d) all liabilities for salary, bonus, vacation pay and other compensation and all liabilities under employee benefit plans of the Vendor relating to employment of all persons in the Business prior to the Effective Date; (e) all severance payments, damages for wrongful dismissal and all related costs in respect of the termination by the Vendor of the employment of any employee of the Business who does not accept the Purchaser's offer of employment made in accordance with Paragraph 5.1(a) and in respect of any employee of the Business who is not offered permanent employment by the Purchaser; (f) all liabilities for claims for injury, disability, death or workers' compensation (except for claims in respect of which there is coverage pursuant to the Workers' Compensation insurance Plan assumed by the Purchaser pursuant to Paragraph 4.1(v)(aa)) arising from or related to employment in the Business prior to the Effective Date; (g) all obligations and liabilities and any claims against third parties which arise pursuant to any bonds which are not specifically assumed by the Purchaser pursuant to Paragraph 2.3(b); and (h) all liabilities which existed or arose prior to the Time of Closing as a result of non-compliance with any Environmental Law.

Retained Liabilities and Indemnity. The Purchaser will not assume and will ---------------------------------- not be liable for, and the Vendor will shall be solely responsible for and shall indemnify and save hold harmless the Purchaser, its officers, directors, employees, agents and shareholders Purchaser from and against, all obligations, commitments, expenses, costs commitments and liabilities of and claims against the Vendor (whether absolute, accrued or contingent) relating to the Business, except for the assumed liabilities outlined in paragraph 2.3 above or to the extent accrued for on the Financial Statements and assumed by the Purchaser or covered by insurance continued by the Purchaser pursuant to Paragraph 4.1(v)(aa)Assumed Liabilities. Without limiting the generality of the foregoingforegoing or of the provisions of Section 10.3, it is agreed that the Purchaser will have no liability for any of the following obligations and liabilities (with the exception of those outlined in Paragraph 2.3 above):or liabilities: (a) all liabilities in respect of all indebtedness of the Vendor to all personsPersons other than for the Trade Payables; (b) all product liability liability, product warranty and other claims and liabilities for product claims relating to any product obligations respecting products manufactured or service of sold or services provided by the Vendor in connection with the Business producedup to and including the Closing, soldincluding, performed without being limited to, any obligation or delivered prior to the Closing Date that will not be covered by liability in respect of any insurance pertaining to the Businessgeneral product recall campaign; (c) all liabilities for all taxes, duties, levies, assessments and other such charges, including any penalties, interests and fines with respect thereto, Taxes payable by the Vendor to any federal, stateprovincial, local municipal or other government or governmental agency, authority, board, bureau or commission, domestic or foreign, including, without limitationbeing limited to, any taxes in respect of or measured by the sale, consumption or performance by the Vendor of any product or service prior to the Effective Closing Date and any tax pursuant to the Employer Health Tax Act, R.S.O. 1990, c.E.11 (Ontario) or any similar legislation in respect of all remuneration payable to all persons Persons employed in the Business prior up to and including the Effective Closing Date, except that the Purchaser shall be liable for timely payment in respect of two-thirds of the 1996 property tax bills of the Business.; (d) all liabilities for salary, bonus, vacation pay pay, statutory holiday pay, and other compensation and all liabilities under the Vendor’s employee benefit plans of the Vendor relating to employment of all persons Persons in the Business prior up to and including the Effective Closing Date; (e) all severance payments, damages for wrongful dismissal and all related costs in respect of the termination by the Vendor of the employment of any employee of the Business who does not accept the Purchaser's ’s offer of employment made referred to in accordance with Paragraph 5.1(a) Subsection ◼ hereof and in respect of any employee of the Business who is not offered permanent employment by the Purchaser;; and (f) all liabilities for claims for injury, disability, death or workers' ’ compensation (except for claims in respect of which there is coverage pursuant to including, without being limited to, XXXX penalty assessments under the Workers' ’ Compensation insurance Plan assumed by the Purchaser pursuant to Paragraph 4.1(v)(aa)Act (Ontario) arising from or related to employment in the Business prior to the Effective Closing Date; (g) all obligations and liabilities and any claims against third parties which arise pursuant to any bonds which are not specifically assumed by the Purchaser pursuant to Paragraph 2.3(b); and (h) all liabilities which existed or arose prior to the Time of Closing as a result of non-compliance with any Environmental Law.

Retained Liabilities and Indemnity. The Purchaser will not assume and will ---------------------------------- not be liable for, and the Vendor will indemnify and save harmless the Purchaser, its officers, directors, employees, agents and shareholders Purchaser from and against, all obligations, commitments, expenses, costs commitments and liabilities of and claims against the Vendor (whether absolute, accrued or contingent) relating to the Business, except for the assumed liabilities outlined in paragraph 2.3 above or to the extent accrued for on the Financial Statements and assumed by the Purchaser or covered by insurance continued by the Purchaser pursuant to Paragraph 4.1(v)(aa)Assumed Liabilities. Without limiting the generality of the foregoing, it is agreed that the Purchaser will have no liability for any of the following obligations and liabilities (with the exception of those outlined in Paragraph 2.3 above):or liabilities: (a1) all liabilities in respect of all indebtedness of the Vendor to all personspersons (other than the trade payables referred to in paragraph 2.4(1) hereof); (b2) all product liability claims and liabilities for warranty or product return claims relating to any product or service of the Business produced, sold, performed or delivered prior to the First Closing Date that will not be covered by any insurance pertaining to the BusinessDate; (c3) all liabilities for all taxes, duties, levies, assessments and other such charges, including any penalties, interests and fines with respect thereto, payable by the Vendor to any federal, stateprovincial, local municipal or other government or governmental agency, authority, board, bureau or commission, domestic or foreign, including, without limitation, any taxes in respect of or measured by the sale, consumption or performance by the Vendor of any product or service prior to the Effective First Closing Date and any tax pursuant to any legislation in respect of all remuneration payable to all persons employed in the Business prior to the Effective First Closing Date, except that the Purchaser shall be liable for timely payment in respect of two-thirds of the 1996 property tax bills of the Business.; (d4) all liabilities for salary, bonus, vacation pay and other compensation and all liabilities under employee benefit plans of the Vendor relating to employment of all persons in the Business prior to the Effective First Closing Date; (e5) all severance payments, damages for wrongful dismissal and all related costs in respect of the termination by the Vendor of the employment of any employee of the Business who does not accept the Purchaser's offer of employment made referred to in accordance with Paragraph 5.1(aparagraph 5.2(2) hereof and in respect of any employee of the Business who is not offered permanent employment by the Purchaser;; and (f6) all liabilities for claims for injury, disability, death or workers' compensation (except for claims in respect of which there is coverage pursuant to the Workers' Compensation insurance Plan assumed by the Purchaser pursuant to Paragraph 4.1(v)(aa)) arising from or related to employment in the Business prior to the Effective First Closing Date; (g) all obligations and liabilities and any claims against third parties which arise pursuant to any bonds which are not specifically assumed by the Purchaser pursuant to Paragraph 2.3(b); and (h) all liabilities which existed or arose prior to the Time of Closing as a result of non-compliance with any Environmental Law.

Retained Liabilities and Indemnity. The Purchaser Buyer will not assume and will ---------------------------------- not be liable for, and the Vendor will Seller and Connxxx xxxl jointly and severally discharge and satisfy when due and indemnify and save harmless the PurchaserBuyer, its Philxx xxx their respective officers, directors, employees, agents and shareholders from and against, all losses, obligations, damages, commitments, expenses, costs and liabilities whatsoever as a result of and claims against the Vendor Buyer or Philxx (whether xxether absolute, accrued or contingent) relating to the Businessoperation of the Business and/or ownership of the Assets on or prior to the Closing Date (collectively, the "Retained Liabilities"), except for the assumed liabilities outlined Assumed Liabilities described in paragraph 2.3 above or to the extent accrued for on the Financial Statements and assumed by the Purchaser or covered by insurance continued by the Purchaser pursuant to Paragraph 4.1(v)(aa)Section 4.01 above. Without limiting the generality of the foregoing, it is agreed that the Purchaser will Buyer and Philxx xxxl have no liability for any of the following obligations and liabilities (with the exception of those outlined in Paragraph 2.3 above):liabilities: (a) all liabilities in respect of all indebtedness of the Vendor Seller or its predecessors to all personspersons incurred in respect of the Assets or the operations of the Business on or prior to the Closing Date other than the liabilities for indebtedness reflected on the Closing Balance Sheet; (b) all product liability or warranty claims and liabilities for product or warranty claims relating to any product or service of the Business produced, sold, performed shipped or delivered provided by Seller on or prior to the Closing Date that will not be covered by any insurance pertaining to the BusinessDate; (c) all liabilities for all taxes, duties, levies, assessments and other such charges, including any penalties, interests interest and fines with respect thereto, payable by the Vendor Seller to any federal, state, local or other governmental agency, authority, board, bureau or commission, domestic or foreign, including, without limitation, any taxes in respect of or measured by the sale, consumption or performance by the Vendor Seller of any product or service on or prior to the Effective Closing Date and pursuant to any legislation in respect of all remuneration payable to all persons employed in the Business on or prior to the Effective Closing Date, except that the Purchaser shall be liable for timely payment in respect of two-thirds of the 1996 property tax bills of the Business.; (d) all liabilities for salary, bonus, vacation pay and other compensation and all liabilities under employee benefit and incentive plans of the Vendor Seller relating to employment of all persons in the Business on or prior to the Effective DateClosing Date that is not disclosed on the Closing Balance Sheet (or in the footnotes thereto and in employee plans assumed by Buyer pursuant to Section 4.01(c) hereof); (e) all severance payments, damages for wrongful dismissal and all related costs in respect of the termination by the Vendor Seller of the employment of any employee of the Business who does not accept the PurchaserBuyer's offer of employment made in accordance with Paragraph 5.1(a) and in respect of any employee of the Business who is not offered permanent employment by the Purchaser; (f) all liabilities for claims for injury, disability, death or workers' compensation (except for claims in respect of which there is coverage pursuant to the Workers' Compensation insurance Plan assumed by the Purchaser pursuant to Paragraph 4.1(v)(aa)) arising from or related to employment in the Business on or prior to the Effective Date;Closing Date including without limitation those described in Schedule 6.07 hereto; and (g) all obligations and liabilities and liabilities, in respect of (i) any claims against third parties which arise pursuant to any bonds which are not specifically assumed by the Purchaser pursuant to Paragraph 2.3(b); and (h) all liabilities which existed actual or arose prior alleged pollution or threat to the Time environment that was caused in whole or in part on or before the Closing Date that arises out of Closing as a result of non-compliance or is related in any way to events, conditions or circumstances with any Environmental Law.respect to the Assets or the

Retained Liabilities and Indemnity. The Purchaser will not assume and will ---------------------------------- not be liable for, and the Vendor will indemnify and save harmless the Purchaser, its officers, directors, employees, agents and shareholders Purchaser from and against, all obligations, commitments, expenses, costs commitments and liabilities of and claims against the Vendor (whether absolute, accrued or contingent) relating to the Business, except for the assumed liabilities outlined in paragraph 2.3 above or to the extent accrued for on the Financial Statements and assumed by the Purchaser or covered by insurance continued by the Purchaser pursuant to Paragraph 4.1(v)(aa)Assumed Liabilities. Without limiting the generality of the foregoing, it is agreed that the Purchaser will have no liability for any of the following obligations and liabilities (with the exception of those outlined in Paragraph 2.3 above):or liabilities: (a) all liabilities in respect of all indebtedness of the Vendor to all personspersons (other than the trade payables referred to in paragraph 2.4(a) hereof); (b) all product liability claims and liabilities for warranty or product return claims relating to any product or service of the Business produced, sold, performed or delivered prior to the Closing Date that will not be covered by any insurance pertaining to the BusinessDate; (c) all liabilities for all taxes, duties, levies, assessments and other such charges, including any penalties, interests and fines with respect thereto, payable by the Vendor to any federal, stateprovincial, local municipal or other government or governmental agency, authority, board, bureau or commission, domestic or foreign, including, without limitation, any taxes in respect of or measured by the sale, consumption or performance by the Vendor of any product or service prior to the Effective Closing Date and any tax pursuant to Health or any similar legislation in respect of all remuneration payable to all persons employed in the Business prior to the Effective Closing Date, except that the Purchaser shall be liable for timely payment in respect of two-thirds of the 1996 property tax bills of the Business.; (d) all liabilities for salary, bonus, vacation pay and other compensation and all liabilities under employee benefit plans of the Vendor relating to employment of all persons in the Business prior to the Effective Closing Date; (e) all severance payments, damages for wrongful dismissal and all related costs in respect of the termination by the Vendor of the employment of any employee of the Business who does not accept the Purchaser's offer of employment made referred to in accordance with Paragraph 5.1(aparagraph 5.2 ( 2) hereof [and in respect of any employee of the Business who is not offered permanent employment by the Purchaser;]; and (f) all liabilities for claims for injury, disability, death or workers' compensation (except for claims in respect of which there is coverage pursuant to the Workers' Compensation insurance Plan assumed by the Purchaser pursuant to Paragraph 4.1(v)(aa)) arising from or related to employment in the Business prior to the Effective Closing Date; (g) all obligations and liabilities and any claims against third parties which arise pursuant to any bonds which are not specifically assumed by the Purchaser pursuant to Paragraph 2.3(b); and (h) all liabilities which existed or arose prior to the Time of Closing as a result of non-compliance with any Environmental Law.

Retained Liabilities and Indemnity. 8.1 The Purchaser will not assume Seller shall retain all civil, criminal and will ---------------------------------- not be liable forother liabilities and obligations relating to the Company, and the Vendor will indemnify business and save harmless the Purchaser, its officers, directors, employees, agents and shareholders from and against, all obligations, commitments, expenses, costs and liabilities of and claims against the Vendor (whether absolute, accrued or contingent) relating to the Business, except for the assumed liabilities outlined in paragraph 2.3 above or to the extent accrued for on the Financial Statements and assumed by the Purchaser or covered by insurance continued by the Purchaser pursuant to Paragraph 4.1(v)(aa). Without limiting the generality operation of the foregoing, it is agreed that the Purchaser will have no liability for any of the following obligations and liabilities (with the exception of those outlined in Paragraph 2.3 above): (a) all liabilities in respect of all indebtedness of the Vendor to all persons; (b) all product liability claims and liabilities for product claims relating to any product or service of the Business produced, sold, performed or delivered Company prior to the Closing Date that will not be covered by any insurance pertaining to the Business; (c) all liabilities for all taxes, duties, levies, assessments and other such charges, including any penalties, interests and fines with respect thereto, payable by the Vendor to any federal, state, local or other governmental agency, authority, board, bureau or commission, domestic or foreignDate, including, without limitation, any taxes in respect of environmental, health or measured safety liabilities, accounts payable, trade liabilities, taxes, customs duties, contract breaches, warranty and employee claims (claims relating to compensation for service years for the employees who will not be terminated excluded), subject to the representations and warranties to be given by the saleSeller relating to the correctness of Company’s balance sheet which remain unaffected, consumption arising from actions, events or performance by the Vendor of any product conditions that occurred on or service prior to the Effective Closing Date (the Retained Liabilities), for a period of three (3) years starting from the Closing Date (the Liabilities Retention Period), save to the extent the Compensation Reduction deducted from the Total Price as under clause 3.2 above. However, the Liabilities Retention Period for environmental and pursuant tax liabilities shall be five (5) years starting from the Closing Date. 8.2 For the avoidance of doubt, without limiting the generality of clause 8.1 above, the Seller shall continue to assume all liabilities arising from or relating to: (a) Taxes of any kind payable by the Company, including, without limitation, value-added taxes or related penalties or interest, payable with respect to any legislation in respect of all remuneration payable to all persons employed in the Business transactions undertaken, sales made or income earned prior to the Effective DateClosing; (b) Financial Indebtedness of the Company for money borrowed, including, without limitation, any obligation of repayment or reimbursement or any guarantee of indebtedness for money borrowed, including any debt owed to any of the previous or current shareholders of the Company or any Affiliate of the Company or any third party and any factored receivables, except that the Purchaser shall for those expressly disclosed in Exhibit 7-4.1 hereof; (c) Any amounts owed or claimed to be liable for timely payment in respect of two-thirds owed to any employee of the 1996 property tax bills Company arising from any period ending at or prior to the Closing or arising from any termination of employment prior to the Business.Closing, including pensions, health care benefits, severance pay and similar benefits; (d) all liabilities for salary, bonus, vacation pay and other compensation and all liabilities under Amounts owed or claimed to be owed to any employee benefit plans of the Vendor relating to employment of all persons in Company arising from the Business prior to the Effective Date;Equity Transfer; and (e) all severance payments, damages for wrongful dismissal Any and all related costs in respect liabilities and obligations of the termination Three Merged Companies assumed by the Vendor of Company. 8.3 During the employment of Liabilities Retention Period, the Seller shall indemnify the Purchaser for the Retained Liabilities and any employee of the Business who does not accept the Purchaser's offer of employment made in accordance with Paragraph 5.1(a) and in respect of any employee of the Business who is not offered permanent employment damages, losses and/or costs suffered/incurred by the Purchaser; , if any, in relation thereto, including, without limitation, any and all costs and expenses (fincluding, without limitation, reasonable legal fees) all liabilities for claims for injurythat arise out of any litigation, disabilityarbitration or administrative action (whether currently in progress, death pending, threatened or workers' compensation (except for claims may occur in respect of which there is coverage pursuant the future) relating to the Workers' Compensation insurance Plan assumed by the Purchaser pursuant to Paragraph 4.1(v)(aa)) arising from or related to employment in the Business prior to the Effective Date; (g) all obligations and liabilities and any claims against third parties which arise pursuant to any bonds which are not specifically assumed by the Purchaser pursuant to Paragraph 2.3(b); and (h) all liabilities which existed or arose prior to the Time of Closing as a result of non-compliance with any Environmental LawRetained Liabilities.

Retained Liabilities and Indemnity. The Purchaser will not assume and will ---------------------------------- not be liable for, and the Vendor Vendors will indemnify and save harmless the Purchaser, its officers, directors, employees, agents and shareholders from and against, all obligations, commitments, expenses, costs and liabilities of and claims against the Vendor Purchaser (whether absolute, accrued or contingent) relating to the Business, except for the assumed liabilities Assumed Liabilities outlined in paragraph Section 2.3 above or and any liabilities which are subject to the extent accrued for on the Financial Statements and assumed by the Purchaser or covered by insurance continued by the Purchaser Purchaser's indemnification obligation pursuant to Paragraph 4.1(v)(aaSection 8.3(d). Without limiting the generality of the foregoing, it is agreed that the Purchaser will have no liability for any of the following obligations and liabilities (with the exception of those outlined in Paragraph 2.3 above"Retained Liabilities"): (a) all liabilities in respect of all indebtedness of the Vendor Vendors to all persons, except as may be included in the assumed liabilities outlined in Section 2.3 above; (b) all product liability claims and liabilities for product claims relating to any product or service of the Business produced, sold, sold performed or delivered prior to the Closing Date that will not be covered by any insurance pertaining to the BusinessDate; (c) all liabilities for all taxes, duties, levies, assessments and other such charges, including any penalties, interests and fines with respect thereto, payable by the Vendor Vendors to any federal, stateprovincial, local or other governmental agency, authority, board, bureau or commission, domestic or foreign, including, without limitation, any taxes in respect of or measured by the sale, consumption or performance by the Vendor Vendors of any product or service prior to the Effective Closing Date and pursuant to any legislation in respect of all remuneration payable to all persons employed in the Business prior to the Effective Closing Date, except that the Purchaser shall be liable for timely payment in respect of two-thirds of the 1996 property tax bills of the Business. (d) all liabilities for salary, bonus, vacation pay and other compensation and all liabilities under employee benefit plans of the Vendor Vendors relating to employment of all persons in the Business prior to the Effective DateTime of Closing; (e) all severance payments, costs or expenses associated with the termination of any of the corporate personnel of the Business presently located at the corporate offices in Burlington, Ontario, as more particularly set out in Schedule 2.4 and all severance payments, costs, expenses or damages for wrongful dismissal and all related costs in respect of the termination by the Vendor Vendors of the employment of any employee of the Business who does not accept the Purchaser's offer of employment made in accordance with Paragraph 5.1(a) and in respect of any employee of the Business who is not offered permanent employment by the Purchaser; (f) all liabilities for claims for injury, disability, death or workers' compensation (except for claims in respect of which there is coverage pursuant to the Workers' Compensation insurance Plan assumed by the Purchaser pursuant to Paragraph 4.1(v)(aa)) arising from or related to employment in the Business prior to the Effective Closing Date; (g) all obligations and liabilities and any claims against third parties which arise pursuant to any bonds which are not specifically assumed by the Purchaser pursuant to Paragraph 2.3(b); and (h) all liabilities which existed or arose prior to the Time of Closing as a result of non-compliance with any Environmental Law.

Retained Liabilities and Indemnity. The Except with respect to the Assumed Liabilities, the Purchaser will not assume and will ---------------------------------- not be liable for, and the Vendor will indemnify and save harmless the Purchaser, its officers, directors, employees, agents and shareholders Purchaser from and against, all obligations, commitments, expenses, costs commitments and liabilities of and claims against the Vendor (whether absolute, accrued or contingent) relating to the Business, except for the assumed liabilities outlined in paragraph 2.3 above or to the extent accrued for on the Financial Statements and assumed by the Purchaser or covered by insurance continued by the Purchaser pursuant to Paragraph 4.1(v)(aa)Stock Mill Complex. Without limiting the generality of the foregoing, it is agreed that the Purchaser will have no liability for any of the following obligations and liabilities (with the exception of those outlined in Paragraph 2.3 above):or liabilities: (a) all liabilities in respect of all indebtedness of the Vendor to all personspersons (other than the MNDM bonding obligations referred to in paragraph 2.4(a) hereof); (b) all product liability claims and liabilities for product claims relating to any product or service of the Business produced, sold, performed or delivered prior to the Closing Date that will not be covered by any insurance pertaining to the Business; (c) all liabilities for all taxes, duties, levies, assessments and other such charges, including any penalties, interests and fines with respect thereto, payable by the Vendor to any federal, stateprovincial, local municipal or other government or governmental agency, authority, board, bureau or commission, domestic or foreign, including, without limitation, any taxes in respect of or measured by the sale, consumption or performance by the Vendor of any product or service prior to the Effective Completion Date and any tax pursuant to the Employer Health Tax Act (Ontario) or any similar legislation in respect of all remuneration payable to all persons employed in the Business Stock Mill Complex prior to the Effective Completion Date, except that the Purchaser shall be liable for timely payment in respect of two-thirds of the 1996 property tax bills of the Business.; (dc) all liabilities for salary, bonus, vacation pay pay, severance payments, damages for wrongful dismissal and other compensation and all liabilities under employee benefit plans of the Vendor relating to employment of all persons in the Business Stock Mill Complex prior to the Effective Completion Date;; and (ed) all severance paymentssubject to section 6.1(a), damages for wrongful dismissal and all related costs in respect of the termination by the Vendor of the employment of any employee of the Business who does not accept the Purchaser's offer of employment made in accordance with Paragraph 5.1(a) and in respect of any employee of the Business who is not offered permanent employment by the Purchaser; (f) all liabilities for claims for injury, disability, death or workers' compensation (except for claims in respect of which there is coverage pursuant to the Workers' Compensation insurance Plan assumed by the Purchaser pursuant to Paragraph 4.1(v)(aa)) arising from or related to employment in the Business Stock Mill Complex prior to the Effective Completion Date; (g) all obligations and liabilities and any claims against third parties which arise pursuant to any bonds which are not specifically assumed by the Purchaser pursuant to Paragraph 2.3(b); and (h) all liabilities which existed or arose prior to the Time of Closing as a result of non-compliance with any Environmental Law.