Common use of Specifically Excluded Liabilities Clause in Contracts

Specifically Excluded Liabilities. Specifically, and without in any way limiting the generality of Section 1.3(a), the Assumed Liabilities shall not include, and in no event shall the Purchaser assume, agree to pay, discharge or satisfy any liability or obligation hereunder or otherwise have any responsibility for any liability or obligation of the Seller (together with all other liabilities that are not Assumed Liabilities, the “Specifically Excluded Liabilities”): (a) relating to any liability or obligation (including accounts payable) owed to the Sole Stockholder or any Affiliate of the Seller or the Sole Stockholder (other than accrued salary, wages, commissions or bonuses for the then-current payroll period existing as of the end of the payroll period ending immediately prior to the Closing); (b) for any Taxes with respect to any period prior to the Closing; (c) for any Closing Date Indebtedness, to the extent the Closing Date Indebtedness exceeds the Closing Date Indebtedness Threshold; (d) relating to guarantees of any indebtedness of any Person, except for any personal guarantees of credit card, loans or other obligations of Seller, as reflected in Section 3.13(a) of the Seller Disclosure Schedule; (e) relating to, resulting from, or arising out of, (i) claims made in pending or future suits, actions, investigations or other legal, governmental or administrative proceedings or (ii) claims based on violations of Law (including any Environmental Law, workers’ compensation, employment practices or health and safety matters), breach of Contract, or any other actual or alleged failure of the Seller to perform any obligation (under any Law, Governmental Authorization or Contract), in each case arising out of, or relating to, (A) acts or omissions that shall have occurred, (B) services performed or products sold, (C) the ownership or use of the Purchased Assets, or (D) the operation of the Seller’s business, prior to the Closing; (f) pertaining to any Excluded Asset; (g) relating to, resulting from, or arising out of, any former operation of the Seller that has been discontinued or disposed of prior to the Closing; (h) relating to, resulting from or arising out of any Seller Benefit Plan or ERISA Affiliate Plan; (i) relating to, resulting from or arising out of the pre-Closing employment, engagement or termination by the Seller of any current or former employees, directors or consultants; (j) relating to any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of the Seller incurred in connection with the negotiation, preparation and execution of the transactions contemplated hereby, except for 50% of the fees due to Bridgewater Capital Corporation pursuant to the Advisory Agreement dated September 19, 2019, entered into between Sole Stockholder and Bridgewater Capital Corporation (the “Bridgewater Agreement”); or (k) set forth on Exhibit 1.4(k). The Specifically Excluded Liabilities shall include all claims, actions, litigation and proceedings relating to any or all of the foregoing and all costs and expenses in connection therewith. ARTICLE II TRANSACTION CONSIDERATION; ADJUSTMENTS; ALLOCATIONS

Specifically Excluded Liabilities. Specifically, and without in any way limiting the generality of Section 1.3(a2.3(a), the Assumed Liabilities shall not include, and in no event shall the Purchaser assume, agree to pay, discharge or satisfy any liability or obligation hereunder or otherwise have any responsibility for any liability or obligation of the Seller (together with all other liabilities that are not Assumed Liabilities, the “Specifically Excluded Liabilities”): (a) relating to any liability or obligation (including accounts payable) of or owed to the Sole Stockholder a Partner Party or any Affiliate of the Seller or the Sole Stockholder (other than accrued salary, wages, commissions or bonuses for the then-current payroll period existing as of the end of the payroll period ending immediately prior to the Closing)a Partner Party; (b) for any Taxes with respect to any period prior to ending on or before the ClosingClosing Date; (c) for any Closing Date Indebtedness, to the extent the Closing Date Indebtedness exceeds the Closing Date Indebtedness Threshold; (d) relating to guarantees of any indebtedness of any Person, except for any personal guarantees of credit card, loans or other obligations of Seller, as reflected in Section 3.13(a) of the Seller Disclosure Schedule; (e) relating to, resulting from, or arising out of, (i) claims made in pending or future suits, actions, investigations or other legal, governmental or administrative proceedings or (ii) claims based on violations of or liability at Law (including any Environmental Law, privacy laws (other than in respect of the transfer, under this Agreement, of records containing information without providing notice and/or obtaining consent), workers’ compensation, employment practices or health and safety matters), breach of Contract, or any other actual or alleged failure of the Seller to perform any obligation (under any LawLaw (other than Laws relating to privacy in respect of the transfer, Governmental Authorization under this Agreement, of records containing information without providing notice and/or obtaining consent), License or Contract), in each case arising out of, or relating to, (Av) acts or omissions that shall have occurred, (Bw) services performed or products sold, (Cx) the ownership or use of the Purchased Assets, (y) conditions that existed at the Closing, or (Dz) the operation of the Seller’s business, prior to the Closing; (f) pertaining to any Excluded Asset; (g) relating to, resulting from, or arising out of, any former operation of the Seller that has been discontinued or disposed of prior to the Closing; (h) under or relating to, resulting from or arising out of to any Seller Benefit Plan including any obligation or ERISA Affiliate Plan;liability to make any payment or payments to any Person as a result of the transactions contemplated hereby, whether or not such liability or obligation arises prior to, on or following the Closing Date, and (i) relating toarising or incurred in connection with the negotiation, resulting from or arising out of preparation and execution hereof and the pre-Closing employment, engagement or termination by the Seller of any current or former employees, directors or consultants; (j) relating to transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of the Seller incurred in connection with the negotiation, preparation and execution of the transactions contemplated herebySeller, except for 50% of the fees due to Bridgewater Capital Corporation pursuant to the Advisory Agreement dated September 19, 2019, entered into between Sole Stockholder and Bridgewater Capital Corporation (the “Bridgewater Agreement”); or (k) set forth on Exhibit 1.4(k)as provided in Section 13.14. The Specifically Excluded Liabilities shall include all claims, actions, litigation and proceedings relating to any or all of the foregoing and all costs and expenses in connection therewith. ARTICLE II TRANSACTION CONSIDERATION; ADJUSTMENTS; ALLOCATIONS.

Specifically Excluded Liabilities. Specifically, and without in any way limiting the generality of Section 1.3(a)2.4, the Assumed Liabilities shall not include, and in no event shall the Purchaser Buyer assume, agree to pay, discharge or satisfy any liability or obligation hereunder or otherwise have any responsibility for any liability Liability or obligation of the Seller or the US Business (together with all other liabilities that are not Assumed Liabilities, the “Specifically Excluded Liabilities”): (a) relating to any liability or obligation (including accounts payable) owed to the Sole Stockholder Seller or any Affiliate of the Seller (unless it is included in the Financial Statements or on the Sole Stockholder (other than accrued salary, wages, commissions or bonuses for the then-current payroll period existing Statement of Working Capital) except as of the end of the payroll period ending immediately prior to the Closing)otherwise set forth in this Agreement; (b) for Taxes of Seller, including any Taxes payable or accrued obligation for the preparation or tax advice, with respect to any period prior to the Closingperiod; (c) for any Closing Date Indebtedness, to the extent the Closing Date Indebtedness exceeds the Closing Date Indebtedness Thresholdof Seller or its Affiliates except as listed on Schedule 3 and except as otherwise set forth in this Agreement; (d) relating to guarantees of any indebtedness of any Person, except for any personal guarantees of credit card, loans or other obligations of Seller, as reflected in Section 3.13(a) of the Seller Disclosure Schedule; (e) relating to, resulting from, or arising out of, (i) claims made in pending or future suits, actions, investigations or other legal, governmental or administrative proceedings or (ii) claims based on violations of Law (including any Environmental Law, workers’ compensation, employment practices or health and safety matters), breach of Contract, or any other actual or alleged failure of the Seller to perform any obligation (under any Law, Governmental Authorization or Contract), in each case arising out of, or relating to, (A) acts or omissions that shall have occurred, (B) services performed or products sold, (C) the ownership or use of the Purchased Assets, or (D) the operation of the Seller’s business, prior to the Closing; (f) pertaining to any Excluded Asset; (ge) under or relating to, resulting from, to Seller’s employment or arising out of, termination of any of its current or former operation of the Seller that has been discontinued employees or disposed of prior to the Closing; (h) relating to, resulting from or arising out of under any Seller Benefit Plan including any obligation or ERISA Affiliate Planliability to make any payment or payments to any Person, including any Governmental Entity, as a result of the transactions contemplated hereby, whether or not such liability or obligation arises prior to, on or following the Closing Date; (if) relating toarising or incurred in connection with facts, resulting from events or arising out of the pre-circumstances occurring prior to Closing employment, engagement or termination that result in claims by the Seller of any current or former employeesemployees of the Business, directors whether asserted before or consultants;after Closing, provided that to the extent the facts, events or circumstances giving rise to such claims continue after the Closing the parties will equitably bear associated losses based on the relative period of time such facts, events or circumstances existed before and after Closing; or (jg) relating to arising or incurred in connection with the negotiation, preparation and execution hereof and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of the Seller incurred in connection with the negotiation, preparation and execution Sellers (inclusive of the transactions contemplated hereby, except for 50% of the fees due to Bridgewater Capital Corporation pursuant to the Advisory Agreement dated September 19, 2019, entered into between Sole Stockholder and Bridgewater Capital Corporation (the “Bridgewater Agreement”); or (k) set forth on Exhibit 1.4(kmanagement or contract personnel). The Such Specifically Excluded Liabilities shall include all claims, actions, litigation and proceedings relating to any or all of the foregoing and all costs and expenses in connection therewith. ARTICLE II TRANSACTION CONSIDERATION; ADJUSTMENTS; ALLOCATIONS.

Specifically Excluded Liabilities. Specifically, and without in any way limiting the generality of Section 1.3(a2.3(a), the Assumed Liabilities shall not include, and in no event shall the Purchaser assume, agree to pay, discharge or satisfy any other liability or obligation hereunder or otherwise have any responsibility for for, any other liability or obligation of the Seller Sellers or any of their Affiliates or of the Business (together with all other liabilities that are not Assumed Liabilities, the “Specifically Excluded Liabilities”):), including, without limitation, the following Specifically Excluded Liabilities: (a) relating to any liability or obligation (including accounts payable) owed to creditors of the Sole Stockholder Sellers or any Affiliate of the Seller or the Sole Stockholder (other than accrued salary, wages, commissions or bonuses for the then-current payroll period existing as of the end of the payroll period ending immediately prior to the Closing)Sellers; (b) except as set forth in Section 6.2, relating to or arising out of the employment, or termination of employment, of any Seller Employee by either Seller; (c) for any Taxes with respect to any period prior owing, or alleged by a Governmental Authority to be owing, by the Closing; (c) for Sellers or any Closing Date Indebtedness, to the extent the Closing Date Indebtedness exceeds the Closing Date Indebtedness Thresholdof their Affiliates; (d) relating to guarantees of any indebtedness of any Person, except for any personal guarantees of credit card, loans or other obligations of Seller, as reflected in Section 3.13(a) of the Seller Disclosure Schedule; (e) relating to, resulting from, or arising out of, (i) claims made in pending or future suits, actions, investigations or other legal, governmental or administrative proceedings or (ii) claims based on violations of Law (including any state corporate Law, state or federal securities Law, Environmental Law, workers’ compensation, employment practices or health and safety matters), breach of Contract, or any other actual or alleged failure of the Seller Sellers to perform any obligation (under any Law, Governmental Authorization License or Contract), in each case arising out of, or relating to, to (Aw) acts or omissions that shall have occurred, (Bx) services performed or products sold, (Cy) the ownership or use of the Purchased Assets, or (Dz) the operation of the Seller’s businessBusiness, in each case prior to the Closing (including, without limitation, with respect to products liability for products designed, manufactured, distributed or sold prior to the Closing); (f) pertaining to any Excluded Asset; (g) relating to, resulting from, or arising out of, any non-Business operations of the Sellers or any of their Affiliates or any former operation of the Seller that has been discontinued Sellers or disposed any of prior to the Closingtheir Affiliates (or their respective predecessors); (h) under or relating to, resulting from or arising out of to any Seller Benefit Plan or ERISA Affiliate PlanPlan including any obligation or liability to make any payment or payments to any Person, including any Governmental Entity, as a result of the transactions contemplated hereby, whether or not such liability or obligation arises prior to, on or following the date of the Closing; (i) relating toarising or incurred in connection with the negotiation, resulting from or arising out of preparation and execution hereof and the pre-Closing employment, engagement or termination by the Seller of any current or former employees, directors or consultants; (j) relating to transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of the Seller incurred in connection with the negotiation, preparation and execution Sellers or any of the transactions contemplated hereby, except for 50% of the fees due to Bridgewater Capital Corporation pursuant their Affiliates; and (j) relating to the Advisory Agreement dated September 19spent sealed nuclear sources recovered after resourcing is performed on the LPA and LeadTracer, 2019, entered into between Sole Stockholder and Bridgewater Capital Corporation (in each case prior to or on the “Bridgewater Agreement”); or (k) set forth on Exhibit 1.4(k)date of Closing. The Such Specifically Excluded Liabilities shall include all claims, actions, litigation and proceedings relating to any or all of the foregoing and all costs and expenses in connection therewith. ARTICLE II TRANSACTION CONSIDERATION; ADJUSTMENTS; ALLOCATIONS.

Specifically Excluded Liabilities. Specifically, and without in any way limiting the generality of Section 1.3(a), the Assumed Liabilities shall not include, and in no event shall the Purchaser assume, agree to pay, discharge or satisfy any liability or obligation hereunder or otherwise have any responsibility for any liability or obligation of the Seller (together with all other liabilities that are not Assumed Liabilities, the “Specifically Excluded Liabilities”): (a) relating to any liability or obligation (including accounts payable) arising prior to the Closing, owed to the Sole Stockholder any employee, agent, contractor, vendor, account payor, service provider, creditor, lender or any Affiliate of the Seller or the Sole Stockholder (other than accrued salary, wages, commissions or bonuses for the then-current payroll period existing as of the end of the payroll period ending immediately prior to the Closing)Seller; (b) for any Taxes with respect to any period prior to the Closingperiod; (c) for any Closing Date Indebtedness, to the extent the Closing Date Indebtedness exceeds the Closing Date Indebtedness ThresholdLiabilities (as defined below); (d) relating to guarantees of any indebtedness of any Person, except for any personal guarantees of credit card, loans or other obligations of Seller, as reflected in Section 3.13(a) of the Seller Disclosure Schedule; (e) relating to, resulting from, or arising out of, (i) claims made in pending or future suits, actions, investigations or other legal, governmental or administrative proceedings or (ii) claims based on violations of Law (including any Environmental LawLaw (as defined below), workers’ compensation, employment practices or health and safety matters), breach of Contract, or any other actual or alleged failure of the Seller to perform any obligation (under any Law, Governmental Authorization or Contract), in each case arising out of, or relating to, (A) acts or omissions that shall have occurredoccurred prior to the Closing, (B) services performed or products soldsold prior to the Closing, (C) the ownership or use of the Purchased AssetsAssets prior to the Closing, or (D) the operation of the Seller’s business, business prior to the Closing; (f) pertaining to any Excluded Asset; (g) relating to, resulting from, or arising out of, any former operation of the operations of Seller that has have been discontinued or disposed of prior to the Closing;; and (h) relating toarising or incurred in connection with the negotiation, resulting from or arising out of any Seller Benefit Plan or ERISA Affiliate Plan; (i) relating to, resulting from or arising out of preparation and execution hereof and the pre-Closing employment, engagement or termination by the Seller of any current or former employees, directors or consultants; (j) relating to transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of the Seller incurred in connection with the negotiation, preparation and execution of the transactions contemplated hereby, except for 50% of the fees due to Bridgewater Capital Corporation pursuant to the Advisory Agreement dated September 19, 2019, entered into between Sole Stockholder and Bridgewater Capital Corporation (the “Bridgewater Agreement”); or (k) set forth on Exhibit 1.4(k)Seller. The Specifically Excluded Liabilities shall include all claims, actions, litigation and proceedings relating to any or all of the foregoing and all costs and expenses in connection therewith. ARTICLE II TRANSACTION CONSIDERATION; ADJUSTMENTS; ALLOCATIONS.

Specifically Excluded Liabilities. SpecificallyIn furtherance of Section 2.04, the following shall constitute Excluded Liabilities. (i) except as specifically set forth in Section 2.04, any Liability relating to or arising out of any business of Sellers or their Subsidiaries (including relating to the Acquired Assets), and without in based upon, arising out of or resulting from any way limiting the generality of Section 1.3(a)fact, the Assumed Liabilities shall not includecircumstance, and in no occurrence, condition, act, event shall the Purchaser assume, agree to pay, discharge or satisfy any liability omission existing on or obligation hereunder occurring on or otherwise have any responsibility for any liability or obligation of the Seller (together with all other liabilities that are not Assumed Liabilities, the “Specifically Excluded Liabilities”): (a) relating to any liability or obligation (including accounts payable) owed to the Sole Stockholder or any Affiliate of the Seller or the Sole Stockholder (other than accrued salary, wages, commissions or bonuses for the then-current payroll period existing as of the end of the payroll period ending immediately prior to the Closing); (b) for any Taxes with respect to any period prior to the Closing; (cii) for any Closing Date Indebtedness, to the extent the Closing Date Indebtedness exceeds the Closing Date Indebtedness Threshold; (d) relating to guarantees of any indebtedness of any Person, except for any personal guarantees of credit card, loans or other obligations of Seller, as reflected in Section 3.13(a) of the Seller Disclosure Schedule; (e) relating Liability that relates to, resulting from, or arising that arises out of, (i) claims made in pending or future suits, actions, investigations or other legal, governmental or administrative proceedings or (ii) claims based on violations of Law any Excluded Asset (including any Environmental Law, workers’ compensation, employment practices or health and safety mattersassets that become Excluded Assets pursuant to Section 2.07), breach or that arises out of Contractthe distribution to, or ownership by, any other actual or alleged failure of the Seller to perform any obligation (under any Law, Governmental Authorization Sellers or Contract), in each case arising out of, or relating to, (A) acts or omissions that shall have occurred, (B) services performed or products sold, (C) the ownership or use their Subsidiaries of the Purchased Assets, Excluded Assets or (D) associated with the operation realization of the Seller’s business, prior to the Closing; (f) pertaining to benefits of any Excluded Asset; (giii) except as expressly provided in Section 7.13, any Liability for Taxes, whether or not accrued, assessed or currently due and payable, (A) of any of Sellers or their Affiliates, or (B) of any other party for which a Seller or their Affiliates may be liable, or to which any Acquired Asset may be subject, whether under a tax sharing or other agreement, or (C) relating to, resulting from, to the operation or arising out of, ownership of any former operation of the Seller that has been discontinued Acquired Assets, for any Tax period (or disposed of portion thereof) ending on or prior to the ClosingClosing Date; (hiv) any Liability relating toto any present or former employee, resulting from director consultant or arising out independent contractor of any Seller Benefit Plan or any Affiliate of any Seller, including under any compensation, retirement or other employee benefit plan or arrangement or otherwise relating to employment and whether incurred before or after the Closing Date and whether resulting from a contractual obligation or arising under ERISA Affiliate Planor the Code; (iv) relating to, resulting from or arising out of the pre-Closing employment, engagement or termination by the Seller any Liability of any current Seller to any other Seller or former employees, directors or consultantsto any Affiliate of such Person (including any Affiliates of Nucentrix that are not Sellers); (jvi) any Liability resulting from any default, breach, forfeiture, fine, nonperformance, misfeasance, malfeasance, violation of Law, or nonfeasance by or on behalf of any Seller or its Affiliates; and (vii) any Liability resulting from any Proceeding, pending or threatened, arising from or relating to any fees and expenses of counsel, accountants, brokers, financial advisors Sellers or other experts of the Seller incurred in connection with the negotiation, preparation and execution of the transactions contemplated hereby, except for 50% of the fees due to Bridgewater Capital Corporation pursuant to the Advisory Agreement dated September 19, 2019, entered into between Sole Stockholder and Bridgewater Capital Corporation (the “Bridgewater Agreement”); or (k) set forth on Exhibit 1.4(k). The Specifically Excluded Liabilities shall include all claims, actions, litigation and proceedings relating to any or all of the foregoing and all costs and expenses in connection therewith. ARTICLE II TRANSACTION CONSIDERATION; ADJUSTMENTS; ALLOCATIONStheir Affiliates.

Specifically Excluded Liabilities. Specifically, and without in any way limiting the generality of Section 1.3(a2.3(a), the Assumed Liabilities shall not include, and in no event shall the Purchaser assume, agree to pay, discharge or satisfy any liability or obligation hereunder or otherwise have any responsibility for any liability or obligation of the Seller (together with all other liabilities that are not Assumed Liabilities, the “Specifically Excluded Liabilities”): (a) relating to any liability or obligation (including accounts payable) of or owed to the Sole Stockholder a Shareholder Party or any Affiliate of the Seller or the Sole Stockholder (other than accrued salary, wages, commissions or bonuses for the then-current payroll period existing as of the end of the payroll period ending immediately prior to the Closing)a Shareholder Party; (b) for any Taxes with respect to any period prior to ending on or before the ClosingClosing Date; (c) for any Closing Date Indebtedness, to the extent the Closing Date Indebtedness exceeds the Closing Date Indebtedness Threshold; (d) relating to guarantees of any indebtedness of any Person, except for any personal guarantees of credit card, loans or other obligations of Seller, as reflected in Section 3.13(a) of the Seller Disclosure Schedule; (e) relating to, resulting from, or arising out of, (i) claims made in pending or future suits, actions, investigations or other legal, governmental or administrative proceedings or (ii) claims based on violations of or liability at Law (including any Environmental Law, privacy laws (other than in respect of the transfer, under this Agreement, of records containing information without providing notice and/or obtaining consent), workers’ compensation, employment practices or health and safety matters), breach of Contract, or any other actual or alleged failure of the Seller to perform any obligation (under any LawLaw (other than Laws relating to privacy in respect of the transfer, Governmental Authorization under this Agreement, of records containing information without providing notice and/or obtaining consent), License or Contract), in each case arising out of, or relating to, (Av) acts or omissions that shall have occurred, (Bw) services performed or products sold, (Cx) the ownership or use of the Purchased Assets, (y) conditions that existed at the Closing, or (Dz) the operation of the Seller’s business, prior to the Closing; (f) pertaining to any Excluded Asset; (g) relating to, resulting from, or arising out of, any former operation of the Seller that has been discontinued or disposed of prior to the Closing; (h) under or relating to, resulting from or arising out of to any Seller Benefit Plan including any obligation or ERISA Affiliate Plan;liability to make any payment or payments to any Person as a result of the transactions contemplated hereby, whether or not such liability or obligation arises prior to, on or following the Closing Date, and (i) relating toarising or incurred in connection with the negotiation, resulting from or arising out of preparation and execution hereof and the pre-Closing employment, engagement or termination by the Seller of any current or former employees, directors or consultants; (j) relating to transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of the Seller incurred in connection with the negotiation, preparation and execution of the transactions contemplated herebySeller, except for 50% of the fees due to Bridgewater Capital Corporation pursuant to the Advisory Agreement dated September 19, 2019, entered into between Sole Stockholder and Bridgewater Capital Corporation (the “Bridgewater Agreement”); or (k) set forth on Exhibit 1.4(k)as provided in Section 13.14. The Specifically Excluded Liabilities shall include all claims, actions, litigation and proceedings relating to any or all of the foregoing and all costs and expenses in connection therewith. ARTICLE II TRANSACTION CONSIDERATION; ADJUSTMENTS; ALLOCATIONS.

Specifically Excluded Liabilities. Specifically, and without in any way limiting the generality of Section 1.3(a2.3(a), the Assumed Liabilities shall not include, and in no event shall the Purchaser Semotus assume, agree to pay, discharge or satisfy any liability or obligation hereunder or otherwise have any responsibility for any liability or obligation of the Seller Flint (together with all other liabilities that are not Assumed Liabilities, the “"Specifically Excluded Liabilities”"): (a) relating to any liability or obligation (including accounts payable) owed to the Sole Stockholder Parent or any Affiliate of the Seller or the Sole Stockholder Flint (other than accrued salary, wages, commissions or bonuses for the then-current payroll period existing as of the end of the payroll period ending immediately prior to the Closingperiod); (b) for any Taxes with respect to any period prior to the Closingperiod; (c) for any Closing Date Indebtedness, to the extent the Closing Date Indebtedness exceeds the Closing Date Indebtedness Threshold; (d) relating to guarantees of any indebtedness of any Person, except for any personal guarantees of credit card, loans or other obligations of Seller, as reflected in Section 3.13(a) of the Seller Disclosure Schedule; (ed) relating to, resulting from, or arising out of, (i) claims made in pending or future suits, actions, investigations or other legal, governmental or administrative proceedings or (ii) claims based on violations of Law (including any Environmental Law, workers’ ' compensation, employment practices or health and safety matters), breach of Contract, or any other actual or alleged failure of the Seller Flint to perform any obligation (under any Law, Governmental Authorization License or Contract), in each case arising out of, or relating to, (Aw) acts or omissions that shall have occurred, (Bx) services performed or products sold, (Cy) the ownership or use of the Purchased Assets, or (Dz) the operation of the Seller’s Flint's business, prior to the Closing; (fe) pertaining to any Excluded Asset; (gf) relating to, resulting from, or arising out of, any former operation of the Seller Flint that has been discontinued or disposed of prior to the Closing; (hg) relating to, resulting from or arising out of any Seller Benefit Plan or ERISA Affiliate Plan; (i) relating to, resulting from or arising out of to the pre-Closing employment, engagement employment or termination by the Seller of any current or former employeesemployee, directors director, manager, officer, consultant, independent contractor, contingent worker or consultants;leased employee; or (jh) relating to arising or incurred in connection with the negotiation, preparation and execution hereof and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of the Seller incurred in connection with the negotiation, preparation and execution of the transactions contemplated hereby, except for 50% of the fees due to Bridgewater Capital Corporation pursuant to the Advisory Agreement dated September 19, 2019, entered into between Sole Stockholder and Bridgewater Capital Corporation (the “Bridgewater Agreement”); or (k) set forth on Exhibit 1.4(k)Flint. The Such Specifically Excluded Liabilities shall include all claims, actions, litigation and proceedings relating to any or all of the foregoing and all costs and expenses in connection therewith. ARTICLE II TRANSACTION CONSIDERATION; ADJUSTMENTS; ALLOCATIONS.

Specifically Excluded Liabilities. Specifically, and without in any way limiting the generality of Section 1.3(a2.3(a), the Assumed Liabilities shall not include, and in no event shall the Purchaser AXLX assume, agree to pay, discharge or satisfy any liability or obligation hereunder or otherwise have any responsibility for any liability or obligation of the Seller VOIP (together with all other liabilities that are not Assumed Liabilities, the “Specifically Excluded Liabilities”): (a) relating to any liability or obligation (including accounts payable) owed to the Sole Stockholder or any Affiliate of the Seller or the Sole Stockholder (other than accrued salary, wages, commissions or bonuses for the then-current payroll period existing as of the end of the payroll period ending immediately prior to the Closing); (b) for any Taxes with respect to any period prior to the Closingperiod; (c) for any Closing Date Indebtedness, to the extent the Closing Date Indebtedness exceeds the Closing Date Indebtedness Threshold; (db) relating to guarantees of any indebtedness of any Person, except for any personal guarantees of credit card, loans or other obligations of Seller, as reflected in Section 3.13(a) of the Seller Disclosure Schedule; (ec) relating to, resulting from, or arising out of, (i) claims made in pending or future suits, actions, investigations or other legal, governmental or administrative proceedings or (ii) claims based on violations of Law (including any Environmental Law, workers’ compensation, employment practices or health and safety matters), breach of Contract, or any other actual or alleged failure of the Seller VOIP to perform any obligation (under any Law, Governmental Authorization License or Contract), in each case arising out of, or relating to, (Aw) acts or omissions that shall have occurred, (Bx) services performed or products sold, (Cy) the ownership or use of the Purchased Assets, or (Dz) the operation of the SellerVOIP’s business, prior to the Closing; (fd) pertaining to any Excluded Asset; (ge) relating to, resulting from, or arising out of, any former operation of the Seller VOIP that has been discontinued or disposed of prior to the Closing; (hf) relating to, resulting from or arising out of any Seller Benefit Plan or ERISA Affiliate Plan; (i) relating to, resulting from or arising out of to the pre-Closing employment, engagement employment or termination by the Seller of any current or former employeesemployee, directors director, manager, officer, consultant, independent contractor, contingent worker or consultants;leased employee; or (jg) relating to arising or incurred in connection with the negotiation, preparation and execution hereof and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of the Seller incurred in connection with the negotiation, preparation and execution of the transactions contemplated hereby, except for 50% of the fees due to Bridgewater Capital Corporation pursuant to the Advisory Agreement dated September 19, 2019, entered into between Sole Stockholder and Bridgewater Capital Corporation (the “Bridgewater Agreement”); or (k) set forth on Exhibit 1.4(k)VOIP. The Such Specifically Excluded Liabilities shall include all claims, actions, litigation and proceedings relating to any or all of the foregoing and all costs and expenses in connection therewith. ARTICLE II TRANSACTION CONSIDERATION; ADJUSTMENTS; ALLOCATIONS.

Specifically Excluded Liabilities. Specifically, and without in any way limiting the generality of Section 1.3(a2.3(a), the Assumed Liabilities shall not include, and in no event shall the Purchaser assume, agree to pay, discharge or satisfy any liability or obligation hereunder or otherwise have any responsibility for any liability or obligation of Sellers, SeedInvest Technology, any other member of the Seller Parent Group or the Business (together with all other liabilities that are not Assumed Liabilities, the “Specifically Excluded Liabilities”): (a) relating to any liability or obligation (including accounts payable) owed to the Sole Stockholder or any Affiliate of the Seller or the Sole Stockholder (other than accrued salary, wages, commissions or bonuses for the then-current payroll period existing as of the end of the payroll period ending immediately prior to the Closing)Excluded Taxes; (b) for any Taxes with respect to Indebtedness of any period member of the Seller Parent Group incurred prior to the Closing; (c) for relating to guarantees by any Closing Date Indebtedness, to member of the extent the Closing Date Seller Parent Group of any Indebtedness exceeds the Closing Date Indebtedness Thresholdof any Person; (d) relating to guarantees of any indebtedness of any Person, except for any personal guarantees of credit card, loans or other obligations of Seller, as reflected in Section 3.13(a) of the Seller Disclosure Schedule; (e) relating to, resulting from, or arising out of, (i) claims made in pending or future suits, actions, investigations or other legal, governmental or administrative proceedings Proceedings or (ii) claims based on violations of Law (including any Environmental Law, workers’ compensation, employment practices or health and safety matters)) by any member of the Seller Parent Group, breach of ContractContract by any member of the Seller Parent Group, or any other actual or alleged failure of the Seller Sellers to perform any obligation (under any Law, Governmental Authorization License or Contract), in each case arising out of, or relating to, to the following prior to the Closing: (Aw) acts or omissions by any member of the Seller Parent Group that shall have occurred, (Bx) services performed or products soldsold by any member of the Seller Parent Group, (Cy) the ownership or use of the Purchased AssetsAssets by any member of the Seller Parent Group, or (Dz) the operation of the Seller’s business, prior to Business by any member of the ClosingSeller Parent Group; (fe) pertaining to any Excluded Asset; (f) relating to, resulting from, or arising out of, any non-Business operation of any member of the Seller Parent Group or any former operation of any member of the Seller Parent Group that has been discontinued or disposed of prior to the Closing; (g) relating to, resulting from, or arising out ofof any Seller Parent Group member’s employment, engagement or termination of any former operation Business Employee or arising out of the Seller that has been discontinued or disposed of prior to the Closingany Employee Benefit Plan; (h) relating to, resulting from for any liability or arising out obligation of any Seller Benefit Plan or ERISA Affiliate Plan;SeedInvest Technology incurred prior to the Closing other than Assumed Contracts; or (i) relating toarising or incurred in connection with the negotiation, resulting from or arising out of preparation and execution hereof and the pre-Closing employment, engagement or termination by the Seller of any current or former employees, directors or consultants; (j) relating to transactions contemplated hereby and any fees and related expenses of counsel, accountants, brokers, financial advisors or other experts of any member of the Seller incurred in connection with the negotiation, preparation and execution of the transactions contemplated hereby, except for 50% of the fees due to Bridgewater Capital Corporation pursuant to the Advisory Agreement dated September 19, 2019, entered into between Sole Stockholder and Bridgewater Capital Corporation (the “Bridgewater Agreement”); or (k) set forth on Exhibit 1.4(k)Parent Group. The Such Specifically Excluded Liabilities shall include all claims, actions, litigation and proceedings Proceedings relating to any or all of the foregoing and all costs and expenses in connection therewith. ARTICLE II TRANSACTION CONSIDERATION; ADJUSTMENTS; ALLOCATIONS.

Specifically Excluded Liabilities. Specifically, and without in any way limiting the generality of Section 1.3(a2.3(a), the Assumed Liabilities shall not include, and in no event shall the Purchaser assume, agree to pay, discharge or satisfy any liability or obligation hereunder or otherwise have any responsibility for any liability or obligation of the any Seller (together with all other liabilities that are not Assumed Liabilities, the “Specifically Excluded Liabilities”): (a) relating to any liability or obligation (including accounts payable) owed to the Sole Stockholder any Shareholder or any Affiliate of the Seller or the Sole Stockholder (other than accrued salary, wages, commissions or bonuses for the then-current payroll period existing as of the end of the payroll period ending immediately prior to the Closing)such Seller; (b) any Liability for (i) Taxes of such Seller (or any shareholder or Affiliate of such Seller) or relating to the Business, the Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (ii) Taxes with respect that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of such Seller pursuant to Section 7.4 or (iii) other Taxes of such Seller (or any period prior to shareholder or Affiliate of such Seller) of any kind or description (including any Liability for Taxes of such Seller (or any shareholder or Affiliate of such Seller) that becomes a Liability of the ClosingPurchaser under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (c) for any Closing Date Indebtedness, to the extent the Closing Date Indebtedness exceeds the Closing Date Indebtedness Threshold; (d) relating to guarantees of any indebtedness of any Person, except for any personal guarantees of credit card, loans or other obligations of Seller, as reflected in Section 3.13(a) of the Seller Disclosure Schedule; (e) relating to, resulting from, or arising out of, (i) claims made in pending or future suits, actions, investigations or other legal, governmental or administrative proceedings or (ii) claims based on violations of Law (including any Environmental Law, workers’ compensation, employment practices or health and safety matters), breach of Contract, or any other actual or alleged failure of the such Seller to perform any obligation (under any Law, Governmental Authorization License or Contract), in each case arising out of, or relating to, (Av) acts or omissions that shall have occurred, (Bw) services performed or products sold, (Cx) the ownership or use of the Purchased Assets, or (Dy) the operation of the Seller’s businessBusiness, prior to the ClosingClosing Date; (f) Environmental Costs and Liabilities associated with such Seller, the Assets or the Business and relating to any environmental, health or safety condition, violation of Environmental Law, a Release of Hazardous Materials, or any disposal of Hazardous Materials, in each case occurring on or before the Closing Date, including, but not limited to, any Releases of Hazardous Materials discovered as part of any investigation of the Assets conducted by the Purchaser, including the Clay Remediation; (g) pertaining to any Excluded Asset; (gh) relating to, resulting from, or arising out of, any former operation of the such Seller or an Affiliate that has been discontinued or disposed of prior to the Closing; (hi) under or relating to, resulting from or arising out of to any Seller Benefit Plan Plan, including any obligation or ERISA Affiliate Planliability to make any payment or payments to any Person as a result of the transactions contemplated hereby, whether or not such liability or obligation arises prior to, on or following the Closing Date; (ij) relating to, resulting from or arising out of the pre-Closing employment, engagement employment or termination by the Seller of any current or former employeesemployees of such Seller, directors or consultants;including, without limitation, the termination of any current employees of such Seller on the Closing Date pursuant to this Agreement; and (jk) relating to arising or incurred in connection with the negotiation, preparation and execution hereof and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of the Seller incurred in connection with the negotiation, preparation and execution of the transactions contemplated hereby, except for 50% of the fees due to Bridgewater Capital Corporation pursuant to the Advisory Agreement dated September 19, 2019, entered into between Sole Stockholder and Bridgewater Capital Corporation (the “Bridgewater Agreement”); or (k) set forth on Exhibit 1.4(k). The Specifically Excluded Liabilities shall include all claims, actions, litigation and proceedings relating to any or all of the foregoing and all costs and expenses in connection therewith. ARTICLE II TRANSACTION CONSIDERATION; ADJUSTMENTS; ALLOCATIONSsuch Seller.