Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following: (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Date.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does (a) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible to payfor, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of its Sellers’ Affiliates of any kind or nature whatsoever other than (excluding the Assumed Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities (described in Section 2.5(b), the “Excluded Liabilities”), including, without limitation, the following:): (ai) any Liability for Taxes, including any Taxes (i) to the extent arising out of or relating to the ownership, possession, or use of the Purchased Assets any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business at relates to sales, purchases or prior other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to the Closing and this Section 2.5); (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability of any Seller for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (bA) any Indebtedness, except including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to the extent that such Indebtedness is contemplated reduction in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability force initiatives of the Seller arising from Sellers or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement Purchased Entities occurring or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at initiated on or prior to Closing; (diii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to any violation or noncompliance a Purchased Contract set forth on Section 2.5(a)(vii) of the Seller with Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Law applicable to the Seller, the Business or the Purchased AssetsAncillary Agreement); (eviii) any Liability arising from for or obligation related to any Action against costs, fees, Taxes and expenses in connection with the Sellerinvestigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the Business, the Purchased Assets consummation (or the Assumed Liabilities pending as of preparation for the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (fconsummation) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Seller’s termination Business that are expressly set forth on Section 2.5(a)(ix) of the employment Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of its employees the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the Closing Datedate hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded AssetsAsset; (ii) any Liability of any Purchased Entity for any Indebtedness, whether including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to, on or after to the Closing DateDate (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does The Purchaser shall not assume and shall not be responsible have no obligation to paydischarge, perform or discharge (and the Seller shall retain, pay, perform fulfill any liabilities or otherwise discharge without recourse obligations of any Vendor or claims against any Vendor related to the Buyer) any Liabilities of the Seller or any of its Affiliates Vendor’s Purchased Assets of any kind or nature whatsoever other than in respect of the Assumed Liabilities (period of time prior to the “Excluded Liabilities”)relevant Closing Date, including, without limitationbut not limited to, the followingwith respect to each Vendor: (a) any Liability for Taxessuch liabilities or obligations of that Vendor incurred or accrued prior to the relevant Closing Date of that Vendor’s Purchased Assets, including but not limited to, any Taxes (i) relating to the ownership, possession, claim by a third party arising out of or use of the Purchased Assets or in connection with the operation of the Business at or prior to the Closing and (ii) that are the obligation business of the Seller pursuant to Section 6.23 Vendor or any operating expenses of this Agreement, provided however that this subparagraph shall expire twelve (12) months from Vessels on or before the relevant Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsDate; (b) all Taxes of or relating to that Vendor or, with respect to any Indebtedness, except period of time prior to the extent relevant Closing Date, as the case may be, of that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Vendor’s Purchased Assets; (c) any Liability all such liabilities in respect of the Seller arising from or related indebtedness of that Vendor to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closingall persons; (d) any Liability arising from or related all such claims and liabilities relating to any violation or noncompliance of the Seller with any Law applicable services provided by that Vendor prior to the Sellerrelevant Closing Date, as the Business or the case may be, of that Vendor’s Purchased Assets; (e) any Liability such claims, obligations and liabilities relating to or arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as out of the Closing Date employment of all crew and sea-going employees employed by the Vendor or based upon a sub-contracted party on any actionof its Vessels, eventincluding liens for master’s disbursements incurred in the ordinary course of trading and unpaid crew’s wages, circumstance, omission or condition arising prior to including liabilities secured by the Closing Dateliens described in paragraph (iii) of the definition of Permitted Encumbrances; (f) any Seller Transaction Expenses, except all liabilities which relate to a period of time prior to the extent relevant Closing Date of that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Vendor’s Purchased Assets; (g) any Liability to indemnify, reimburse such obligations or advance amounts to any present or former officer, member, manager, director, employee or agent liabilities of the Seller (including with respect that Vendor related to any breach or default of fiduciary obligations any kind by any such party), except for indemnification that Vendor existing or relating to a period of such parties pursuant time prior to Section 7.22, if applicable;the relevant Closing Date of that Vendor’s Purchased Assets or arising as a consequence of the transactions contemplated by this Agreement; and (h) subject to Section 7.2, any Liability liabilities or obligations of any Vendor under any statethe Memoranda of Agreement, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby Ship Building Contract or the Seller’s termination of Purchase Option Charters. Each Vendor shall indemnify and save harmless the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded AssetsPurchaser from and against all such liabilities, whether arising prior todebts, on or after the Closing Dateobligations and claims in accordance with Section 8.5.

Excluded Liabilities. Notwithstanding any other provision of anything to the contrary in this Agreement, the Purchaser shall not, at the Closing or at any Schedule time thereafter, assume or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible agree to pay, perform or discharge (discharge, and the Seller Reliant shall retain, remain liable for and shall pay, perform and discharge (or otherwise discharge without recourse cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the BuyerProduct and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the followingfollowing liabilities and obligations of Reliant: (a) any Liability for Taxes, including any Taxes (i) relating all liabilities and obligations required to be performed under the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing Assigned Contracts and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising Orders prior to the Closing Date; (fb) any Seller Transaction Expenses, except all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Nizatidine Supply Agreement Assignment; (gc) any Liability all Losses arising out of claims of third parties due to indemnify, reimburse the use or advance amounts to any present or former officer, member, manager, director, employee or agent sale of the Seller Product (including with respect whether or not defective) sold prior to any breach of fiduciary obligations the Closing Date by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial Reliant or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (id) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any Liability relating of its Affiliates prior to any Excluded Assets, whether arising prior to, on or after the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated hereby.

Excluded Liabilities. Notwithstanding any (a) The Parties hereby acknowledge and agree that, other provision of this Agreementthan the Assumed Liabilities, any Schedule or Exhibit hereto or any as otherwise specifically provided in the Transaction Document to the contraryDocuments, the Buyer does not assume and Purchaser shall not be responsible for, assume, or be obligated to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse any Liabilities or obligations of Seller, whether or not related to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities Product Business (collectively, the “Excluded Liabilities”), includingwhich Excluded Liabilities shall include, without limitationbut not be limited to, the following: (ai) any obligation or Liability of Seller created as a result of this Agreement, (ii) any Liability for Taxes, including any Taxes (i) relating to Product sold prior to the ownershipClosing Date, possession, or use of the Purchased Assets or the operation of the Product Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; , (fiii) any Seller Transaction Expensesthose items set forth on Schedule 2.4(a), except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; and (giv) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including all liabilities with respect to any breach Taxes owed by Seller, including any liability of fiduciary obligations by Seller for the Taxes of any such partyother Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), except for indemnification as a transferee, or as a result of such parties pursuant to Section 7.22a Tax sharing of similar agreement, if applicable; (h) any Liability under any state, provincial or local law and Taxes otherwise imposed with respect to any “plant closing” the Product Business or “mass layoff,” as those terms the Purchased Assets that are defined in such applicable lawattributable to the ownership, which may result from the consummation sale, operation or use of the transactions contemplated hereby Product Business or the Seller’s termination of the employment of any of its employees Purchased Assets on or prior to the Closing Date;. For the avoidance of doubt, the Parties acknowledge that in no event shall the provisions of this Section 2.4 be construed to limit Seller’s obligations under Article IX. (ib) The Parties hereby acknowledge and agree that, other than as provided in the Transaction Documents, Seller shall not be responsible for, assume, or be obligated to pay, perform or otherwise discharge any Liability relating obligations or liabilities of Purchaser. The Parties acknowledge that in no event shall the foregoing sentence be construed to any Excluded Assets, whether arising prior to, on or after the Closing Datelimit Seller’s obligations under Article IX.

Excluded Liabilities. Notwithstanding any other provision All Claims against Seller, and all Liabilities of Seller which are (x) enumerated below in this AgreementSection 2.4 or (y) not specifically assumed by Buyer pursuant to Section 2.3 are collectively referred to herein as the “Excluded Liabilities.” Buyer shall not assume, be deemed to have assumed, or otherwise be responsible or liable for, any Schedule or Exhibit hereto or any Transaction Document to of the contraryExcluded Liabilities. Notwithstanding Section 2.3, the Buyer does not assume following claims against, and liabilities of, Seller are Excluded Liabilities and shall not be responsible to pay, perform assumed or discharge discharged by Buyer: (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyera) any and all Liabilities for Taxes of the Seller or any of its Affiliates or any shareholder or equity owner of Seller or Affiliate or for which such Seller or Affiliate may be liable, but excluding (i) those expressly enumerated in Section 2.3, and (ii) any Transaction Taxes (which shall be governed by Section 7.1(a)); (b) any and all Liabilities for indebtedness of Seller with respect to borrowed money (other than obligations with respect to capitalized leases that are Assumed Contracts); (c) any pre-Closing litigation claim or assessment, breach of Contract (excluding Buyer’s obligation to pay the Cure Amounts with respect to the Assumed Contracts), tort, infringement, violation of Law by Seller or any of its Affiliates arising from any facts, events or circumstances arising on or prior to the Closing Date, in each case, of any kind or nature whatsoever other than and whether related to the Assumed Acquired Assets or the Business or otherwise and regardless of when commenced; (d) any and all Liabilities (i) that are the “Excluded Liabilities”)subject of any dispute, litigation, arbitration, judgment, order, decree or other proceeding as of the Closing Date, (ii) with respect to periods prior to the Closing Date and are or could be asserted as a claim in litigation or arbitration after the Closing Date, or (iii) arising as a result of actions or omissions with respect to services provided to customers prior to the Closing (including, without limitation, the following: (a) all matters noticed or pending and scheduled on Schedule 4.14 and any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, such liabilities or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) obligations that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an otherwise would be Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any IndebtednessLiabilities), except to the extent that such Indebtedness is contemplated in deriving any of the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if foregoing relates to any of the same was specifically listed liabilities or obligations expressly enumerated in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability Liabilities of Seller arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as out of the Closing Date ownership or based upon operation of an Excluded Asset, including, for the avoidance of doubt, any action, event, circumstance, omission or condition arising prior Liability with respect to the Closing DateEmployee Benefit Plans (other than as provided in Section 2.4(g)) and those Contracts and Permits which constitute Excluded Assets; (f) any Liability of Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3or any of its ERISA Affiliates under Title IV of ERISA; (g) any Liability to indemnify, reimburse of Seller or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), its ERISA Affiliates under COBRA except for indemnification of such parties pursuant to as provided in Section 7.22, if applicable6.3(g) below; (h) any pension or retirement Liability under any state, provincial of Seller to its current or local law with respect to any “plant closing” or “mass layoff,” former employees which are accrued as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date, whether or not under any Employee Plan; (i) any Liability relating all Liabilities with respect to any Excluded Assetscosts and expenses (including all legal, whether arising accounting, financial advisory, valuation, investment banking and other third party advisory or consulting fees and expenses) incurred by or on behalf of Seller or any Affiliates of Seller in connection with the Bankruptcy Case or the transactions contemplated by this Agreement; (j) all Liabilities (i) existing prior toto the filing of the Bankruptcy Case that are subject to compromise under the Bankruptcy Case, on other than the Cure Amounts and (ii) to the extent not otherwise expressly assumed herein, incurred subsequent to the filing of the Bankruptcy Case and prior to the Closing; and (k) obligations, liabilities or after the Closing Dateamounts payable to any security holder of Seller or any of its Affiliates.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule all liabilities or Exhibit hereto or any Transaction Document to obligations of the contrarySeller not constituting Assumed Liabilities, including without limitation the Buyer does not assume and following, shall not be responsible to pay, perform or discharge (assumed by the Buyer and shall remain the sole responsibility of the Seller shall retain(the "Excluded Liabilities") excepting only the precise liabilities and in the precise amounts, payif any, perform or otherwise discharge without recourse designated by the Buyer as being assumed by the Buyer pursuant to Section 2.2: 2.3.1 All accounts payable arising prior to the BuyerClosing, including all amounts owed to vendors, suppliers or representatives and all commissions. 2.3.2 All liabilities or obligations for borrowed money, deferred purchase price of goods or services and guarantees or other credit support obligations in respect of any of the foregoing, whether direct or in the form of a guarantee or similar contingent obligation. 2.3.3 All liabilities, obligations, claims, actions or proceedings, whether or not contingent and whether or not asserted on or prior to the Closing, to the extent they relate to occurrences, events or periods prior to the Closing. 2.3.4 All liabilities, obligations, claims, actions or proceedings, whether or not contingent and whether or not asserted on or prior to the Closing, that relate to any income Tax (as defined below) any Liabilities of the Seller or that relate to any of its Affiliates other federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, profits, customs, duties, franchise, withholding, employment, real property, personal property, sales, use, transfer, registration, estimated, or other taxes, fees, levies, duties, imposts or charges of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following: (a) any Liability for Taxeskind, including any Taxes interest, penalty, or addition thereto, whether disputed or not (i) "Tax"), in respect of occurrences, events or periods prior to the Closing. 2.3.5 All liabilities and obligations relating to the ownershipExcluded Assets. 2.3.6 All liabilities relating to warranty, possession, or use of the Purchased Assets or the operation of the Business at or product liability and similar matters arising from occurrences prior to the Closing and (ii) that are or from any product manufactured, remanufactured, sold or distributed prior to the Closing. 2.3.7 All liabilities resulting from any obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts relate to any present account receivable, including without limitation product returns, deductions, off-sets, chargebacks, price protection provisions, cooperative advertising allowances or former officer, member, manager, director, employee other reductions or agent dilutions. 2.3.8 All liabilities accrued on the balance sheet of the Seller (Seller, including with respect without limitation employee bonuses and other compensation, bonuses related to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby and similar obligations pursuant to any contract constituting an Excluded Asset. 2.3.9 All compensation, benefit and other employment related claims, including wages, severance, vacation, sick leave, Comprehensive Omnibus Budget Reconciliation Act ("COBRA") claims and similar claims arising under state law, all Worker Adjustment and Retraining Notification Act ("WARN Act") claims, and all medical, dental and similar claims and disability claims. 2.3.10 All royalties and similar obligations relating to the use of any trade name, trademark, service ▇▇▇▇, patent or patent right or to the Seller’s termination sale of products. 2.3.11 All liabilities and obligations arising under any intercompany or interdivisional account. 2.3.12 All liabilities and obligations arising under any contract, license, real or personal property lease, purchase order, customer order or other agreement or obligation of the employment Seller that is not expressly assumed by the Buyer pursuant to this Agreement, including without limitation Buyer does not hereby assume any purchase orders now or hereafter entered into by Seller and assumes no obligation to complete Seller's work-in-progress. 2.3.13 All liabilities and obligations of the Seller arising as a result of or in connection with any failure by the Seller to comply with any bulk sales or bulk transfers laws. 2.3.14 All liabilities and obligations arising out of its employees on or resulting from noncompliance prior to the Closing Date; (i) Date with any Liability treaty or national, regional or local laws, including judicial and administrative rules and directives, and including all such laws relating to environmental liabilities. 2.3.15 All other liabilities and obligations of the Seller of any Excluded Assetsnature, whether arising prior topast, on present or after future, fixed or contingent, disclosed or undisclosed, now existing or hereafter arising, that are not expressly assumed by the Closing DateBuyer pursuant to this Agreement.

Excluded Liabilities. Notwithstanding Section 2.3, the Assumed Liabilities shall not include, and neither the Buyer nor any other provision of this Agreementits Affiliates will assume, nor will any Schedule or Exhibit hereto of them be liable for, nor shall the Buyer or any Transaction Document of its designated Affiliates be deemed to the contrary, the Buyer does not assume and shall not be responsible have assumed or agreed to pay, perform or discharge (and the Seller Entities shall retainretain and, as and when required, pay, perform or otherwise discharge without recourse to the Buyer) any and discharge, all of their Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitation. Without limiting the generality of the foregoing, the followingExcluded Liabilities shall include the following Liabilities of the Seller Entities: (a) any Liability for Taxes, including of any Taxes (i) relating nature to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability extent primarily related to the purchase and sale of these Excluded Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability all accounts payable of the Seller arising from or related Entities to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case third parties to the extent such Liability is based upon any actionarising out of, eventrelated to, circumstanceor in connection with the Business, omission or condition which first occurred at or prior to Closingincluding accounts payable for inventory purchases, property and equipment purchases, and other direct Liabilities, including uninvoiced receipts and manual accruals in the Ordinary Course of Business; (d) (i) any Liability arising Taxes of any Seller Entity, including Transfer Taxes required to be paid by the Seller pursuant to Section 6.4(a) and Property Taxes for which the Seller is responsible pursuant to Section 6.4(b) and Section 6.4(c), but excluding Transfer Taxes required to be paid by the Buyer pursuant to Section 6.4(a) and Property Taxes for which the Buyer is responsible pursuant to Section 6.4(b) and Section 6.4(c), (ii) any Taxes of another Person for which any Seller Entity is liable, including Taxes for which any Seller Entity is liable by reason of Treasury Regulation Section 1.1502-6 (or any comparable or similar provision of federal, state, local or foreign Law), as a transferee or successor, under any contractual obligation or otherwise (other than Taxes of other Persons for which any Seller Entity is liable pursuant to Assumed Contracts), and (iii) any Taxes resulting from or related to any violation or noncompliance the sale of the Seller with any Law applicable Acquired Assets pursuant to this Agreement (other than Transfer Taxes for which the Seller, the Business or the Purchased AssetsBuyer is responsible pursuant to Section 6.4(a)); (e) (i) any Liability Taxes arising from out of, related to, or related to any Action against in connection with the Seller, the Business, the Purchased Acquired Assets or the Assumed Business that were incurred in or are attributable to any taxable period (or portion thereof) ending on or prior to the Closing Date other than Transfer Taxes required to be paid by the Buyer pursuant to Section 6.4(a) and Property Taxes for which the Buyer is responsible pursuant to Section 6.4(b) and Section 6.4(c), and (ii) Taxes imposed on or with respect to the Excluded Assets or Excluded Liabilities for a taxable period; (f) all claims by and all Liabilities or obligations to or with respect to (i) any Business Employees (and any other employees or service providers of Seller or its Affiliates) who are not Transferred Employees or are otherwise not hired by the Buyer or any Affiliate of the Buyer, (ii) the Seller Benefit Plans (for the avoidance, including any equity-based awards granted by Seller or its Affiliates that are held by Business Employees as of the Closing), and all related agreements, including the funding arrangements (accounts, trusts, insurance agreements and policies, and stop loss policies) and administrative or other service agreements with third party providers, trusts or other assets attributable thereto; (iii) any other employee benefit or compensatory plan, program, contract or arrangement sponsored or maintained by Seller or its Affiliates, and (iv) the employer portion of any Taxes arising from the payments described in subsections (i) through (iii) above, but, in each case, subject to the compliance by the Buyer and their respective Affiliates with their respective obligations under Section 7.1; (g) any Transaction Expenses, including any Liabilities relating to legal, accounting, financial advisory, investment banking or other professional services performed in connection with the Transactions (which, for the avoidance of doubt, shall not include any Transaction Expenses of the Buyer or any of its Affiliates, all of which shall be the sole obligation of the Buyer or its respective Affiliate); (h) all Liabilities of the Seller Entities arising out of, related to, or in connection with this Agreement and the other Transaction Documents; (i) intercompany payables among any Seller Entity and any of its Affiliates; (j) any Seller Pre-Closing Environmental Liabilities; (k) any Liabilities relating to or in connection with any Action pending as of the Closing Date (including the Actions described on Schedule 2.4(k) but excluding any matters described in Section 2.4(l)), (l) any Liabilities arising from any infringement, misappropriation or based upon violation by any action, event, circumstance, omission or condition arising Seller Entity of any Intellectual Property of any Person to the extent related to the Business and occurring prior to the Closing (excluding, for avoidance of doubt, any infringement, misappropriation or other violation occurring during the period after the Closing, any Liabilities for which shall be the responsibility of the Buyer and constitute Assumed Liabilities), subject to the provisions set forth in Schedule 10.1(d); (m) subject to the Buyer’s obligations under Section 7.1, any Liabilities (i) relating to any transaction, change in control, or retention arrangements and agreements between the Seller Entities or their respective Affiliates and any Business Employee (including any Transferred Employee), including the retention agreements scheduled on Schedule 2.4(m) (collectively the “Retention Agreements”); (ii) for severance amounts paid, payable or otherwise owing to any employee or other service provider of the Seller Entities who does not become a Transferred Employee or, except as set forth in Section 7.1, that is otherwise triggered in connection with the Transactions, including, for the avoidance of doubt, severance in respect of the persons set forth on Schedule 2.4(m); and (iii) for the employer portion of any Taxes arising from the payments described in subsections (i) and (ii) above; (n) the PTO balance, if any, consistent with the applicable Seller Entity’s paid time off policy of each Transferred Employee in excess of [***] hours as of the applicable Employee Transfer Date; (fo) any Seller Transaction Expenses, except all Liabilities associated with cash incentive or commission opportunities with respect to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including each Transferred Employee with respect to any breach performance period (or portion thereof) prior to or as of fiduciary obligations by the applicable Employee Transfer Date, including the employer portion of any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable;Taxes arising therefrom; and (hp) any Liability under any state, provincial or local law Liabilities associated with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees matter set forth on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateSchedule 2.4(p).

Excluded Liabilities. Notwithstanding the provisions of Section 2.3 or any other provision of in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does shall not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller Sellers or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Sellers shall, includingand shall cause each of their Affiliates to, without limitationpay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liability for Taxes, including any Taxes (i) Liabilities relating to the ownershipProject or any present or former developer, possession, owner or use operator of the Purchased Assets or the operation of the Business at or Project incurred prior to the Closing and (ii) that are the obligation Date, whether or not associated with, or arising from, any of the Seller pursuant to Section 6.23 of this AgreementPurchased Assets, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes and whether fixed, contingent or otherwise, known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assetsunknown; (b) any Indebtedness, except Liabilities related to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Excluded Assets; (c) any Liability of Sellers for Taxes accrued before or through the Seller arising from or related Closing Date with respect to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingPurchased Assets; (d) any Liability arising from or related to any violation or noncompliance of Sellers for costs and expenses incurred in connection with this Agreement and the Seller with any Law applicable to the Seller, the Business or the Purchased Assetstransactions contemplated hereby; (e) any Liability arising from under the Land Contracts, Purchased Contracts (other than the GIA), Permits or related Permit applications to any Action against the Sellerextent such Liability, the Businessbut for a breach or default by Sellers or a waiver or extension given to or by Sellers, the Purchased Assets would have been paid, performed or the Assumed Liabilities pending as of otherwise discharged on or prior to the Closing Date or based upon to the extent such Liability arises out of any actionsuch breach, eventdefault, circumstance, omission waiver or condition extension given to or by Sellers; (f) any obligations owed to any Governmental Authority arising out of commitments (other than Permits or Purchased Contracts) which were made by Sellers prior to the Closing Date; (fg) any Seller Transaction Expenses, except to Sellers’ portion of the extent that such Seller Transaction Expenses are contemplated in deriving costs associated with the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability GIA as if the same was specifically listed set forth in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable6.10; (h) any Liability Environmental Claims, or Liabilities under any stateEnvironmental Laws, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment extent arising out of any actions or omissions of its employees Sellers on or prior to the Closing Date;; and (i) any Liability relating Liabilities arising out of, in respect of or in connection with the failure by Sellers or any of their Affiliates to comply with any Excluded Assets, whether arising prior to, Law on or after prior to the Closing Date.

Excluded Liabilities. Notwithstanding The Parties agree that any other provision Liabilities arising out of this Agreement, any Schedule or Exhibit hereto or any Transaction Document attributable to the contraryownership of the Contributed Interests, the Buyer does ownership, use, operation, construction, development, completion or expansion of the Contributed Assets or the operation of the Businesses or other activities occurring in connection with and attributable to the ownership of the Contributed Interests, the ownership, use, operation, construction, development, completion or expansion of the Contributed Assets or the operation of the Businesses prior to the Effective Time that are not assume expressly identified as Assumed Liabilities in Section 2.4 are not part of the Assumed Liabilities, and neither P66 Opco nor the Partnership Group nor any member thereof has assumed, and shall not be responsible to payassume or become obligated with respect to, perform any Liability first incurred, accrued or discharge (and the Seller shall retain, pay, perform arising out of or otherwise discharge without recourse attributable to the Buyer) ownership of the Contributed Interests, the ownership, use, operation, construction, development, completion or expansion of the Contributed Assets or the operation of the Businesses or other activities occurring in connection with and attributable to the ownership of the Contributed Interests, the ownership, use, operation, construction, development, completion or expansion of the Contributed Assets or the operation of the Businesses prior to the Effective Time, including any Liabilities of the Seller P66 Parties or any of its their Affiliates of any kind existing immediately prior to the Effective Time, whether or nature whatsoever other than the Assumed Liabilities not described specifically in this Section 2.5 (collectively, the “Excluded Liabilities”), includingall of which shall remain the sole responsibility of, without limitationand be discharged and performed as and when due by, the following: P66 Parties or their Affiliates from and after the Effective Time; provided, that, notwithstanding the foregoing, the term “Excluded Liabilities” shall not include the portion of 2016 property taxes owed by the Sponsor Entities prior to the Effective Time to the extent ▇▇▇▇▇▇ Frac LLC receives from the P66 Parties aggregate Service Fees (as such term is defined in each of the ▇▇▇▇▇▇▇ Cavern Storage Agreement and ▇▇▇▇▇▇ Frac Agreement) in 2016 of not less than the aggregate property taxes owed by the Sponsor Entities for 2016. The term “Excluded Liabilities” shall also include (a) the Construction Costs, (b) any Liability for Taxes, including any Taxes (i) relating cost or expense associated with updating or amending the existing Fractionator permit to the ownership, possession, or use of the Purchased Assets or extent necessary to reflect the operation of the Business at or prior to the Closing and (ii) that are the obligation Fractionator as of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase Effective Time and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability all Liabilities directly or indirectly incurred by, or attributable to, the P66 Parties by virtue of the Seller arising from or related to any breachownership of limited partner interests of P66 Opco by Bravo LLC, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateCharlie LLC and/or Delta LLC.

Excluded Liabilities. Notwithstanding any other provision of anything to the contrary in this Agreement, Purchaser shall not assume or be liable for any Schedule of the following obligations or Exhibit hereto or any Transaction Document to the contraryliabilities of Seller and its Subsidiaries (collectively, the Buyer does not assume "Excluded Liabilities"), and shall not be responsible to pay, perform or discharge (Seller and the Seller its Subsidiaries shall retain, payand shall continue to be responsible after the Closing Date for, perform and shall forever indemnify and defend Purchaser and its Affiliates and hold them harmless from and against all of the Excluded Liabilities: (a) any and all inter- and intra-company payables (except for such payables set forth in Section 1.1(f) of the Seller Disclosure Letter); (b) the 100 Oaks Liability; (c) any and all Liabilities for (x) Taxes of Seller or otherwise discharge without recourse any Affiliate thereof or (y) Taxes that are imposed by any taxing authority with respect to taxable periods ending on or prior to the BuyerClosing Date that result from, arise out of or relate to the Portfolio, in all cases except as otherwise provided in Section 1.9 (in respect of certain prorated items for the calendar year in which the Closing occurs as provided therein) and Section 4.7 (Transfer and Gains Taxes); (d) subject to Sections 3.1(d) and 4.12, any and all Employee Liabilities; (e) any and all obligations or other Liabilities to the extent resulting from, arising out of, or relating to the Tax Protection Agreement (as defined in the Merger Agreement) and any obligation of the Seller or any of its Affiliates of to indemnify any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following: (a) any Liability Person for Taxes, including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expensesand all obligations and other Liabilities arising out of or in connection with any negligent action or negligent omission that results in a breach of any of Seller's covenants or agreements set forth in either (i) clause (1) of Section 3.1(a) or (ii) Section 3.1(b) (except during the time when Purchaser is managing, except pursuant to Section 3.1(d), the relevant Portfolio Property and such action or omission was among the responsibilities of Purchaser pursuant to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Management Agreement); (g) any Liability and all obligations and other Liabilities arising out of or in connection with Seller's violation of Section 3.1(a) or Section 3.1(b) to indemnifythe extent that such violation results from Seller's or any of its Subsidiaries' (x) failure to pay Taxes, reimburse debts or advance amounts to any present or former officerother obligations when due, member, manager, director, employee or agent (y) incurrence of the Seller (including new indebtedness with respect to any breach Portfolio Property or (z) sales or other dispositions or transfers of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicablePortfolio Property; (h) any Liability under any state, provincial or local law with respect all items of income and expense that are assumed by Seller pursuant to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date;Section 1.9; and (i) any Liability relating other Liabilities that do not result from, arise out of or relate to any Excluded Assets, whether arising prior to, on or after the Closing DatePortfolio except as otherwise specifically provided herein.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document anything else contained herein to the contrary, the Buyer does shall not assume and shall not be responsible have no obligation to pay, perform satisfy, perform, discharge or discharge (and the Seller shall retain, pay, perform fulfill any liabilities or otherwise discharge without recourse to the Buyer) any Liabilities obligations of the Seller (whether known or any of its Affiliates of any kind unknown, liquidated or nature whatsoever unliquidated, contingent or fixed) other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). The Excluded Liabilities shall remain the liabilities and obligations of the Seller and shall not be assumed by the Buyer pursuant hereto (regardless of whether any such liabilities or obligations are disclosed in this Agreement). Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following: (i) all Liabilities related to the Excluded Assets; (ii) all Liabilities for any of the Seller’s income or capital taxes owed by the Seller, and any liability or obligation for any sales, use, excise, or other taxes (including, without limitation, the following: (a) any Liability for income Taxes, including any withholding Taxes (iand employment and payroll taxes, but excluding Transfer Taxes) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated or in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including connection with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby by this Agreement; (iii) except as otherwise expressly provided for herein, all Liabilities of the Seller for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby; (iv) all Liabilities in respect of any and all litigations, Actions, suits, mediations, arbitrations, disputes, oppositions or other proceedings or governmental investigations with respect to or involving the Acquired Assets on or before the Closing; (v) all Liabilities related to the Acquired Assets occurring prior to the Closing; (vi) all Liabilities for all contracts, distribution agreements and licenses relating to the Top-Flite Brand to which the Seller is a party other than the Acquired Contracts; (vii) all Liabilities of the Seller to any of the Seller’s distributors, licensees or customers other than the Assumed Liabilities; (viii) all Liabilities related to the transition, termination of the employment or amendment of any distributor agreements as provided for herein; (ix) all Liabilities for any and all sales of Top-Flite Inventory by the Seller, its employees on distributors or licensees; (x) all Liabilities for any and all sales of Retained Inventory by the Seller, its distributors or licensees; (xi) all Liabilities related to the Seller’s use or alleged use, prior to the Closing Datedate of this Agreement, of the U.S. Copyright for FOREVER ALONE, Registration Number VA ▇-▇▇▇-▇▇▇; (ixii) any Liability all Liabilities related to the license to the Seller as described in Section 5(a) hereto; and (xiii) all Liabilities relating to any Excluded other agreement, contract, plan, undertaking, franchise concession, license, purchase order, sales order or other similar commitment, obligation, arrangement or understanding, whether written or oral that is not (A) an Acquired Assets, whether arising prior to, on or after the Closing Date(B) an Assumed Liability.

Excluded Liabilities. Notwithstanding Except as and to the extent expressly provided in Section 2.3, Buyer is not agreeing to, and shall not, assume any other provision liability, obligation, undertaking, expense or agreement of either Seller of any kind, character or description, whether absolute, contingent, known, unknown, accrued, liquidated, unliquidated, contingent, executory or otherwise, and whether arising prior to or following the Closing, and the execution and performance of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and Agreement shall not render Buyer liable for any such liability, obligation, undertaking, expense or agreement (all of such liabilities and obligations shall be responsible referred to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (herein as the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, and Buyer will not assume or be liable for: (a) Any liability or obligation with respect to any Excluded Asset, whether arising prior to or after the Closing. (b) Except as expressly assumed pursuant to Section 2.3(c), any liability, claim or obligation, contingent or otherwise, arising out of the operation of the Businesses or any Purchased Asset prior to the Closing Date, including, without limitation, the following: (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, Contingent Initial Franchise Fee Refunds that became due and payable on or use of the Purchased Assets or the operation of the Business at or prior to before the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3;Date. (c) any Liability Any liability or obligation arising out of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract that is not an Assumed Contract, in each case to including the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing;Developing Agent Agreements. (d) Except as provided in Section 7.13, any Liability liability or obligation arising from out of, or related to, any Lease Location, whether arising prior to any violation or noncompliance of after the Seller with any Law applicable to the Seller, the Business or the Purchased Assets;Closing. (e) Except as provided in Section 7.2(a), any Liability liabilities or obligations of the Sellers for expenses, fees or Taxes incident to or arising from out of the negotiation, preparation, approval or related to any Action against the Seller, the Business, the Purchased Assets authorization of this Agreement or the Assumed Liabilities pending as of consummation (or preparation for the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (fconsummation) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby (including all attorneys’ and accountants’ fees, brokerage fees and transfer Taxes). (f) Any liability or the Seller’s termination of the employment of obligation for any of its employees Taxes that arise on or prior to the Closing Date;. (ig) any Liability relating Any liability or obligation to any Excluded Assetsemployee or former employee of either Seller, whether or any Affiliate of the Sellers who provides services to either Seller (other than any liability or obligation arising prior to, on or after the Closing to any such employee hired by Buyer and related to Buyer’s employment of such employee). (h) Any duty, obligation or liability arising at any time under or relating to any Employee Benefit Plan or any employee benefit plan, program or arrangement at any time maintained, sponsored or contributed or required to be contributed to by either Seller or any ERISA Affiliate of either Seller or with respect to which either Seller or any of their ERISA Affiliates has any liability or potential liability. (i) Any liability or obligation arising out of any violation by either Seller of any Legal Requirement applicable to the offer and sale of the Franchises. (j) Any liability or obligation arising out of any violation by either Seller of any Legal Requirement applicable to the relationship between Seller and the Franchisees under the Franchise Agreements. (k) Any liability or obligation arising out of any violation by either Seller or its affiliates of any Legal Requirement applicable to the relationship between Seller and any vendors who provide goods or services to the Franchisees. (l) Any liability or obligation arising out of any infringement or other unlawful use by either Seller or any Person acting under a Seller’s direction or control of any Intellectual Property Rights owned or held by any Person. (m) Any liability or obligation of either Seller arising out of any litigation, proceeding, or claim by any Person relating to the Businesses as conducted prior to the Closing Date, whether or not such litigation, proceeding, or claim is pending, threatened, or asserted before, on, or after the Closing Date or has been disclosed by either seller to the Buyer.

Excluded Liabilities. Notwithstanding Except as and to the extent expressly provided in Section 2.3, Buyer is not agreeing to, and shall not, assume any other provision liability, obligation, undertaking, expense or agreement of the Sellers of any kind, character or description, whether absolute, contingent, known, unknown, accrued, liquidated, unliquidated, contingent, executory or otherwise, and whether arising prior to or following the Closing, and the execution and performance of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and Agreement shall not render Buyer liable for any such liability, obligation, undertaking, expense or agreement (all of such liabilities and obligations shall be responsible referred to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (herein as the “Excluded Liabilities”), including, without limitation. Without limiting the generality of the foregoing, the followingExcluded Liabilities shall include, and Buyer will not assume or be liable for: (a) any Liability for TaxesAny obligation to pay, including any Taxes (i) relating to the ownership, possession, reimburse or use credit a Licensee or a customer of the Purchased Assets Sellers in respect of a chargeback that arose in connection with the Sellers’ shipment and sale of merchandise to a customer; (b) Any liability or obligation of WV IP Holdings under the Second Amended and Restated Brand Management Agreement dated August 15, 2008, with NBM; (c) Any liability or obligation with respect to any Excluded Asset, whether arising prior to or after the Closing Date; (d) Except as expressly assumed in Section 2.3, any liability, claim or obligation, contingent or otherwise, arising out of the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) ownership or use of any Liability arising from or related to any Action against the Seller, the Business, of the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (e) Any liability or obligation arising out of any Contract that is not an Assumed Contract; (f) any Seller Transaction Expenses, except to Any Indebtedness of the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be Sellers (other than Indebtedness arising under an Assumed Liability as if the same was specifically listed in Section 2.3Contract); (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent Any of the Seller Sellers’ liabilities or obligations for expenses or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including with respect to all attorneys’ and accountants’ fees, and any breach of fiduciary obligations by any such partyfinancial advisory or brokerage fees), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) Any Damages or obligation of the Sellers or Parent from claims arising out of previous negotiations or agreements relating to the sale of the Business; (i) Any liability or obligation of the Sellers for any Liability Taxes that accrue for any period on or after Closing, regardless of when assessed, excluding Taxes that relate to the operation of the Business arising after the Closing; (j) Except as set forth in Section 6.6, any liability or obligation arising at any time relating to any employee, director or former employee or director of the Sellers, including any liability for accrued wages, vacation, sick or holiday pay and allowances, any other paid time off and any liabilities under employment, severance, change of control or similar agreements or arrangement; (k) Except as set forth in Section 6.6, any stateduty, provincial obligation or local law liability arising at any time under or relating to any Employee Benefit Plan or any employee benefit plan, program or arrangement at any time maintained, sponsored or contributed or required to be contributed to by Parent or the Sellers or any ERISA Affiliate of Parent or the Sellers or with respect to which Parent, the Sellers or any “plant closing” ERISA Affiliate has or “mass layoff,” had any liability or potential liability; (l) Except as those terms are defined set forth in such applicable lawSection 6.6, which may result from any liability or obligation relating to current or former employees of Sellers, including without limitation any liabilities or obligations under any employment, consulting or non-competition agreement, change of control agreement, indemnity agreement, any retention or performance-based bonus or other compensation agreement, and any similar agreements, whether written or oral, and any liabilities or obligations arising out of the termination by Sellers of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated hereby by this Agreement, including under the WARN Act; (m) Any violation of any Legal Requirement, breach of warranty, tort or infringement by the Seller’s termination Sellers or any Affiliate of the employment Sellers; (n) Any liability or obligation arising out of any infringement or other unlawful use by the Sellers or any Person acting under the direction or control of its employees the Sellers of any Sellers’ Intellectual Property owned or held by any Person; and (o) Any liability or obligation of the Sellers arising out of any litigation, proceeding, or claim by any Person relating to the Business as conducted on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior toor not such litigation, on proceeding, or claim is pending, threatened, or asserted before, on, or after the Closing Date.

Excluded Liabilities. Notwithstanding The parties hereto agree that liabilities and obligations of Seller and the Subsidiaries not expressly described in Section 2.3 are not intended to be part of the Assumed Liabilities, and Buyer shall not assume or become obligated with respect to any other provision obligation or liability of this AgreementHEALTHSOUTH, any Schedule or Exhibit hereto Seller or any Transaction Document to the contrarySubsidiary or any Affiliate of any of them (collectively, "Excluded Liabilities"), including, but not limited to, the liabilities and obligations described in this Section, all of which shall remain the sole responsibility of Seller or the pertinent Subsidiary (other than a Transferred Subsidiary) or Affiliate, as the case may be, it being understood, however, that, as between Seller and the Subsidiaries (other than the Transferred Subsidiaries), on the one hand, and Buyer, on the other, Buyer does shall bear the risk of and be responsible for the ongoing operations of the Facilities after the Closing, including the continuation or performance by Buyer after the Closing of any agreement or practice of the Subsidiaries. Without limiting the generality of the foregoing, Buyer shall not assume and shall have no liability or obligation of any kind for or with respect to any of the following, except to the extent expressly set forth in Section 2.3: (a) Any of Seller's or any of the Subsidiaries' liabilities or obligations (including, but not limited to, any liabilities or obligations under any tax sharing agreements) with respect to franchise taxes and with respect to foreign, federal, state or local taxes and other Taxes imposed upon or measured, in whole or in part, by the net income for any period ending on or prior to the Closing Date of Seller and/or such Subsidiaries or any member of a combined or consolidated group of companies of which Seller and/or such Subsidiaries are, or were at any time, a part, or with respect to interest, penalties or additions to any of such taxes, it being understood that Buyer shall not be responsible deemed to pay, perform be Seller's or discharge any Subsidiary's transferee with respect to any such tax liability; (and the Seller shall retain, pay, perform b) Any of Seller's or otherwise discharge without recourse any of its Subsidiaries' liabilities or obligations with respect to the Buyer) recapture of foreign, federal, state or local tax deductions or credits taken by Seller or such Subsidiary for any Liabilities period ending on or prior to the Closing Date imposed upon, or any taxable gain recognized by, Seller or such Subsidiary on account of the Transactions contemplated hereby; (c) Liabilities or obligations of Seller or its Affiliates now existing or which may hereafter exist by reason of any alleged violation of Laws (as defined in Section 1.1) by Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following: (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at on or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice Date which does not relate to the other Party. These liabilities specifically excluded any tax liability related to Transferred Assets or the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from businesses or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closingoperations represented thereby; (d) Liabilities or obligations of Seller or a Subsidiary under any Liability arising from or related to any violation or noncompliance Assumed Contract which would be included in the Transferred Assets but for the provisions of Section 2.12, unless Buyer is provided with the Seller with any Law applicable to the Seller, the Business or the Purchased Assetsbenefits thereunder as contemplated in such Section; (e) any Liability Liabilities of Seller and the Subsidiaries arising from or related in connection with litigation not relating to any Action against the Seller, the Business, the Purchased Transferred Assets or the businesses or operations represented thereby; (f) Subject to Section 2.12(b), liabilities of Seller and the Subsidiaries incurred in connection with their obtaining any consent, authorization or approval necessary for them to sell, convey, assign, transfer or deliver any Transferred Asset to Buyer hereunder; (g) Except with respect to the mortgages and capitalized leases identified on Schedule 2.1(b) and the indebtedness evidenced thereby, all liabilities and obligations (including interest, penalties and other amounts due in respect thereof) with respect to which shall constitute Assumed Liabilities, any liability of Seller or a Subsidiary representing indebtedness for money borrowed or the deferred portion of the purchase price for any Owned Real Property (and any refinancing thereof), including without limitation the indebtedness identified on Schedule 2.4(g) and all interest, penalties and other amounts due in respect thereof; provided that if, prior to Closing, the parties mutually agree that any such indebtedness or obligation will be assumed by Buyer and further agree upon an equitable reduction in the cash portion of the Purchase Price (as defined in Section 2.5) to reflect Buyer's assumption of such indebtedness or obligation, then any such indebtedness or obligation will be deemed to constitute an Assumed Liability for all purposes of this Agreement; and provided further that with respect to any such indebtedness or obligation not so assumed by Buyer that constitutes a lien or encumbrance upon any Transferred Asset, Seller agrees that substantially concurrently with or prior to the Closing it will either pay or discharge such indebtedness or liability in full or otherwise cause such lien or encumbrance to be removed from such Transferred Asset, so that such Transferred Asset is sold, conveyed, assigned, transferred and delivered to Buyer at the Closing free and clear of such lien or encumbrance; (h) Such other liabilities and obligations, if any, specifically described in Schedule 2.4(h) and liabilities which would be Assumed Liabilities pending but for the provisions of Sections 2.12, 2.15, 8.5, 8.6 or 9.5; (i) Amounts due from Seller or the Subsidiaries arising from Intercompany Transactions; (j) Any liabilities or obligations of HEALTHSOUTH, Seller or a Subsidiary to employees who are not Hired Employees; (k) Any liabilities of HEALTHSOUTH or Seller to stockholders of HEALTHSOUTH or Seller (solely in their capacity as stockholders) as a result of the Closing Date acquisition of Seller by HEALTHSOUTH; (l) Any liability for workers' compensation, general liability, professional liability or based upon automobile liability arising out of occurrences prior to the Closing; (m) Any liability arising out of the termination by Seller or any action, event, circumstance, omission Subsidiary of any of the Pension Plans; (n) Any obligation of Seller or condition arising any Subsidiary with respect to "earn-out" or similar contingent or deferred payments relating to the acquisition of assets or businesses prior to the Closing Date; (fo) Any liability of Seller or any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including Subsidiary with respect to any breach their respective employees arising out of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or occurrences prior to the Closing Date;Closing, except as otherwise expressly provided herein; and (ip) any Liability relating Any liabilities in connection with Seller's Albuquerque corporate headquarters (including liabilities under Section 2.3(n)) in excess of $19,121,000. With respect to any Transferred Subsidiaries, Seller shall assume, immediately prior to the Closing, all liabilities of such Transferred Subsidiaries which are Excluded Assets, whether arising prior to, on or after the Closing DateLiabilities.

Excluded Liabilities. Notwithstanding any other provision Seller shall be solely liable for all liabilities and obligations to the extent arising from, or to the extent arising in connection with, ownership of the Purchased Assets or to the operation of the Business prior to the Closing Date, whether or not reflected on its books and records. Neither Buyer nor its Affiliates will assume by virtue of this AgreementAgreement or the transactions contemplated hereby or otherwise, and will have no liability for, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume obligations and shall not be responsible to pay, perform or discharge liabilities of (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of and its Affiliates and their respective direct or indirect subsidiaries shall retain and remain solely liable for and obligated to discharge), all of their debts, contracts, agreements, commitments, obligations and other liabilities of any kind nature whatsoever, whether known or nature whatsoever other than the Assumed Liabilities unknown, accrued or not accrued, fixed or contingent, not expressly assumed by Buyer in writing (all such liabilities and obligations not being assumed being herein called the “Excluded Liabilities”), includingincurred or arising prior to the Closing Date, including without limitation, the following: (a) Any liability for breaches of any Liability and every contract or any other instrument, or purchase order or any liability for Taxespayments or amounts due under any contract, including agreement, lease, license, commitment or any Taxes (i) relating other instrument, contract, document or purchase order to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability extent related to the purchase Business excluding however, this Agreement and sale all other contracts or instruments entered into among the Parties related to the transactions contemplated by this Agreement or resulting from any breach of these Assetsany such contract or other instrument by Buyer or its Affiliates; (b) Any liability or obligation for Taxes attributable for any Indebtednessperiod, except or attributable to or imposed upon the extent that such Indebtedness is Client Accounts for any period (or portion thereof) through the Closing Date, including, without limitation, any Taxes attributable to Seller or its Affiliates or arising from the transactions contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3by this Agreement; (c) Any liability or obligation for or in respect of any Liability loan, other indebtedness for money borrowed, or account payable including any such liabilities owed to Affiliates of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingSeller; (d) Any liability or obligation arising as a result of any Liability arising from legal or related equitable action or judicial or administrative proceeding initiated at any time, to the extent relating to any violation action or noncompliance omission by or on behalf of the Seller with or any Law applicable to the Sellerand all of its Affiliates and their respective direct or indirect subsidiaries, the Business including, without limitation, any liability for violations of federal or the Purchased Assetsstate securities or other Laws; (e) any Liability arising from Any liability or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior obligations to the Closing Dateextent relating to Seller’s agreements with Registered Representatives; (f) Any liability or obligation arising out of any “employee benefit plan,” as such term is defined by ERISA or related to other Plans of Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3or its Affiliates; (g) Any liability or obligation for making payments of any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent kind (including as a result of the Seller (including with affiliation of Registered Representatives or as a result of the termination of employment of employees, or other claims arising out of the terms and conditions of employment, or for vacation or severance pay or otherwise) to employees of Seller, its Affiliates and their respective direct and indirect subsidiaries, or in respect to any breach of fiduciary obligations by any such party)payroll taxes for employees of Seller, except for indemnification of such parties pursuant to Section 7.22, if applicableits Affiliates and their respective direct and indirect subsidiaries; (h) Any liability or obligation for making payments of any Liability under any state, provincial or local law kind with respect to any “plant closing” the Client Accounts, whether to customers or “mass layoff,” as those terms are defined in other third parties, where such applicable law, which may result from the consummation of the transactions contemplated hereby liability or the Seller’s termination of the employment of any of its employees on obligation was incurred or arose prior to the Closing Date; (i) any Liability relating to Any liabilities or obligations in respect of any Excluded Assets; and (j) Any liability or obligation of Seller incurred in connection with the making or performance of this Agreement and the transactions contemplated hereby including, whether arising prior but not limited to, on any liability or after obligation related to the Closing Datefailure to secure any necessary authorizations from any Governmental Entity.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does will not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (such unassumed Liabilities, the “Excluded Liabilities”)) other than those specifically set forth in Section 2.3. Without limiting the generality of the foregoing, includingin no event shall Buyer assume or incur any Liability in respect of, without limitationand Seller shall remain bound by and liable for, and shall pay, discharge or perform when due, the followingfollowing Liabilities of Seller: (a) any Liability all Liabilities for Taxes, including any Taxes (i) Taxes relating to the ownership, possession, Business or use of the Purchased Assets or the operation of the Business at or prior to the for any Pre-Closing Tax Period and (ii) that are the obligation Taxes of the Seller pursuant to Section 6.23 or any Affiliate of this Agreement, provided however that this subparagraph shall expire twelve Seller (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assetsthan Seller Subsidiaries); (b) any Indebtedness, except to all Liabilities in respect of the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Excluded Contracts and other Excluded Assets; (c) any all product Liability and similar claims for damages or injury to person or property and claims of the Seller arising from infringement of Intellectual Property Rights, regardless of when made or related to any breachasserted, failure to perform, tort related to the performance of, violation which arise out of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is are based upon any action, event, circumstance, omission events occurring or condition which first occurred at actions taken or prior omitted to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the be taken by Seller, or otherwise arising out of or incurred in connection with the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, conduct of the Business, the Purchased Assets on or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to before the Closing Date; (d) all Pre-Closing Environmental Liabilities; (e) all Indebtedness of the Business (other than Indebtedness included in the Assumed Liabilities); (f) any Seller Transaction Expenses, except to the extent that such permitted by Law, all Liabilities relating to any Person who is or was an employee of Seller, including any Person whose employment with the Business was terminated prior to the Closing (current or former) (“Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Employees”) and their dependents; (g) any Liability all Liabilities relating to indemnify, reimburse or advance amounts to any present current or former officer, member, manager, director, employee or agent Benefit Plans of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicableand its ERISA Affiliates; (h) any Liability under any stateall Liabilities arising out of or incurred in connection with the negotiation, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from preparation and execution of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby or the Seller’s termination and thereby, including Taxes and fees and expenses of the employment of any of its employees on or prior to the Closing Datecounsel, accountants and other experts; (i) any Liability Liabilities arising from the consulting relationship with Harrowand S.L., including any accounts payable and any costs, fees or damages associated with any litigation related thereto (as described in Section 4.19(a) of the Seller Disclosure Schedule). (j) any Liabilities relating to any Excluded AssetsCTC, whether arising prior to, on CTC’s Subsidiaries or after the Closing DateCTC’s Affiliates (other than Seller and Seller Subsidiaries); and (k) all other Liabilities not expressly assumed in Section 2.3 hereof.

Excluded Liabilities. Notwithstanding the provisions of Section 2.3 or any other provision of in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does shall not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the generality of the foregoing, includingthe Excluded Liabilities shall include, without limitationbut not be limited to, the following: (a) any Liability for TaxesLiabilities of Seller arising out of or incurred in connection with the negotiation, including any Taxes (i) relating to the ownershippreparation, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing investigation and (ii) that are the obligation of the Seller pursuant to Section 6.23 performance of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if Ancillary Documents and the same was specifically listed in Section 2.3. In the event transactions contemplated hereby and thereby, including, without limitation, fees and expenses of Liability for Taxes becomes known by the Buyer or Sellercounsel, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase accountants, consultants, advisers and sale of these Assetsothers; (b) any Indebtedness, except Liability for (i) Taxes of Seller (or any stockholder or Affiliate of Seller) or relating to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as for any Pre-Closing Tax Period; or (ii) other Taxes of the Closing Date Seller (or based upon any action, event, circumstance, omission stockholder or condition arising prior to the Closing DateAffiliate of Seller) of any kind or description (including any Liability for Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (fc) any Seller Transaction ExpensesLiabilities relating to or arising out of the Excluded Assets (unless and until such time as an Excluded Asset, except with respect to the Liabilities relating to or arising out of such Excluded Asset, becomes a Purchased Asset pursuant to the terms of this Agreement); (d) any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case Action relates to such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees operation on or prior to the Closing Date; (e) any product Liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Seller, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Seller prior to the Closing; (f) any recall, design defect or similar claims of any products manufactured or sold or any service performed by Seller prior to the Closing; (g) any Liabilities of Seller arising under or in connection with any benefit plan providing benefits to any present or former employee of Seller; (h) any Liabilities of Seller for any present or former employees, officers, directors, retirees, independent contractors or consultants of Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, employee deferred compensation including stock option plans, grants and agreements, severance, retention, termination or other payments; (i) all trade accounts payable of Seller; (j) any Liability Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets issued by the Business’ customers to any Excluded Assets, whether arising prior to, Seller on or after before the Closing Date.Closing; or

Excluded Liabilities. Notwithstanding any other provision of in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does shall not assume and shall not be responsible obligated or deemed to pay, perform assume or discharge (and the Seller shall retain, be obliged to pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities Liability of the Seller or any Affiliate of Seller or relating to the Business and Seller and its Affiliates of any kind or nature whatsoever shall be solely and exclusively liable with respect to all such Liabilities, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). For the avoidance of doubt, the Excluded Liabilities with respect to Seller include, but are not limited to, the following: (i) any Liability of Seller or its Affiliates, or for which any of Seller or its Affiliates is liable, arising out of, or relating to, or in connection with the administration of the Bankruptcy Case or the negotiation, execution, and consummation of the transactions contemplated by this Agreement or any other Transaction Document (including any preparation for a transaction process, bankruptcy process, any sale process involving other potential buyers or any contemplated public offering or financing), whether incurred prior to, at or subsequent to the Closing Date, including, without limitation, the following:all finder’s or broker’s fees and expenses and any and all fees and expenses of any representatives of Seller; (aii) any Liability for Taxesincurred by Seller or its directors, officers, managers, stockholders, members, partners, agents or employees (acting in such capacities), including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assetsall indemnification claims; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (ciii) any Liability of Seller to any Person on account of any Action or Claim; (iv) any Liability relating to or arising out of the ownership, possession or operation of an Excluded Asset; (v) any Liability of Seller arising from or related to any breach, failure the Business that arises under or relates to perform, tort related a violation of Environmental Laws or to the performance ofrelease, violation treatment, storage, disposal or other management of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising a Hazardous Material prior to the Closing Date; (fvi) any all checks and drafts that have been written or submitted by Seller Transaction Expenses, except prior to the extent that such Seller Transaction Expenses are contemplated in deriving close of business on the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Closing Date but have not yet cleared; (gvii) any Liability to indemnifyof Seller under any indebtedness, reimburse or advance amounts including, without limitation, indebtedness for borrowed money, any indebtedness owed to any present stockholder or former officerother Affiliate of Seller, member, manager, director, employee or agent of the Seller (including with respect to and any breach of fiduciary obligations by Contract evidencing any such party), except for indemnification of such parties pursuant to Section 7.22, if applicablefinancing arrangement; (hviii) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; all Liabilities (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Date) in respect of any employee, officer, director or independent contractor of Seller or any of its Affiliates; (ix) any and all Liabilities arising under any Benefit Plans; (x) all Liabilities in respect of Taxes, including Liabilities in respect of Taxes arising out of the conduct of the Business or ownership of the Acquired Assets; (xi) all Rejection Damages Claims; (xii) any and all Liabilities in connection with customer claims against Seller or any of its Subsidiaries, whether known or unknown, including (A) product warranties returns, rebates, credits and related claims and any Actions related to product liability claims relating to, resulting from, caused by or arising out of ownership, operation or control of the Business and (B) any and all warranties, representations and guarantees made to suppliers, manufacturers and contractors relating to products sold, or services provided, in the case of each of (A) and (B) to the extent accruing, arising out of or relating to events, occurrences, acts or omissions occurring or existing on or prior to the Closing Date; (xiii) all Liabilities, other than those under this Agreement, owed to Seller or its Affiliates, including intercompany debt, loans or payables; (xiv) all Liabilities related to the WARN Act, to the extent applicable, with respect to employees of Seller, and for any Action resulting from such employees’ separation of employment prior to or on the Closing Date, as with respect to all periods prior to the Closing Date, Seller shall remain liable and responsible for compliance with, as well as any liability which may arise or exist under the WARN Act with respect to the termination of any employee of Seller prior to or on the Closing Date; and (xv) other than as specifically set forth herein, fees or expenses of Seller incurred with respect to the transactions contemplated by this Agreement.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule anything in Section 2.02(a) or Exhibit hereto or any Transaction Document Section 2.02(b) to the contrary, as of the Buyer does not assume Closing, the Delayed Closing or any applicable Later Closing, Parent or its Affiliates shall retain or assume, as applicable, and shall not be responsible to payfor paying, perform performing and discharging when due, and none of Buyer or discharge (and its Affiliates shall assume or have any responsibility for, the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any following Liabilities of the Seller Parent or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following:): (a) any Liability for Taxes, including any Taxes (i) those Liabilities not relating to or arising out of the ownership, possession, Business or use of the Purchased Assets or (in the operation case of those Liabilities shared by the Business at or prior and the Medical Device Business, only that portion of such Liabilities not attributable to the Closing and Business shall be excluded hereby); (ii) that those Liabilities relating to or arising from any Parent Plan or for which Parent or its Affiliates are the obligation of the Seller responsible pursuant to Section 6.23 Article VI but excluding Employment Related Liabilities in respect of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event Continuing Employee which are assumed by operation of Liability for Taxes becomes known Law by the Buyer or Seller, the Parties immediately provide notice its Affiliates pursuant to the other Party. These liabilities specifically excluded any tax liability related Transfer Regulations (and which, for the avoidance of doubt, are intended to be included within the purchase and sale definition of these AssetsIndebtedness); (biii) any Indebtedness, except to those Liabilities set forth on Section 2.02(c)(iii) of the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Seller Disclosure Schedule; (civ) any Liability those Liabilities relating to or arising out of product warranty obligations (express or implied) and product liability claims (other than product or packaging complaints that do not arise out of injury to person or property and other than product recalls) for products of the Seller arising from or related to any breach, failure to perform, tort related Business sold prior to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (dv) all accounts payable, Expenses and Indebtedness of Parent or its Affiliates (other than accounts payable of any Transferred Subsidiary included in the calculation of Net Working Capital and Indebtedness of any Transferred Subsidiary); (vi) all intercompany payables and loans between Parent or any of its Affiliates (other than the Transferred Subsidiaries), on the one hand, and any Affiliates of Parent (other than the Transferred Subsidiaries), on the other hand; (vii) (A) all obligations of Parent or its Affiliates to any broker, finder or agent for any investment banking or brokerage fees, finders’ fees or commissions relating to the transactions contemplated by this Agreement and (B) any other fees or expenses for which Parent or its Affiliates are expressly responsible for hereunder; (viii) all Liabilities relating to any confidentiality, non-solicitation or similar agreements entered into by Parent or any of its Affiliates or its or their Representatives in connection with or relating to an Acquisition Proposal; (ix) all Liabilities arising from or relating to any Actions involving Parent or any of its directors or officers relating to or arising out of this Agreement or the transactions contemplated hereby; (x) any Liability arising from to the extent it relates to or arises out of any Excluded Asset or is not primarily related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (exi) any Liability related to or arising out of the Restructuring; (xii) without limiting the rights and obligations of the parties under Article VII, any Liability for Taxes relating to the Purchased Assets with respect to any Pre-Closing Tax Period, determined in accordance with the principles of Section 7.01; and (xiii) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as out of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior failure to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of advertise the transactions contemplated hereby or the Seller’s termination by this Agreement by Halyard Health South Africa (Pty) Ltd. under Section 34 of the employment of any of its employees on or prior to the Closing Date; Insolvency Act (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateSouth Africa).

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision of in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does shall not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, includingand shall cause each of its Affiliates to, without limitationpay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liability for TaxesLiabilities of Seller arising or incurred in connection with the negotiation, including any Taxes (i) relating to the ownershippreparation, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing investigation and (ii) that are the obligation of the Seller pursuant to Section 6.23 performance of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if Ancillary Documents and the same was specifically listed in Section 2.3. In the event transactions contemplated hereby and thereby, including, without limitation, fees and expenses of Liability for Taxes becomes known by the Buyer or Sellercounsel, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase accountants, consultants, advisers and sale of these Assetsothers; (b) any Indebtedness, except Liability for (i) Taxes of Seller (or any shareholder or Affiliate of Seller) or relating to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as for any Pre-Closing Tax Period; (ii) Taxes that arise out of the Closing Date consummation of the transactions contemplated hereby or based upon that are the responsibility of Seller pursuant to Section 6.13; or (iii) other Taxes of Seller (or any actionshareholder or Affiliate of Seller) of any kind or description (including any Liability for Taxes of Seller (or any shareholder or Affiliate of Seller) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (c) any Liabilities relating to or arising out of the Excluded Assets; (d) any Liabilities in respect of any pending or threatened Action arising out of, event, circumstance, omission relating to or condition arising otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation prior to the Closing Date; (e) any product Liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Seller, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Seller; (f) any Seller Transaction Expensesrecall, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3design defect or similar claims of any products manufactured or sold or any service performed by Seller; (g) any Liability Liabilities of Seller arising under or in connection with any Benefit Plan providing benefits to any present or former employee of Seller; (h) any Liabilities of Seller for any present or former employees, officers, directors, retirees, independent contractors or consultants of Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments; (i) any Environmental Claims, or Liabilities under Environmental Laws; (j) any trade accounts payable of Seller (i) which constitute intercompany payables owing to Affiliates of Seller; (ii) which constitute debt, loans or credit facilities to financial institutions; or (iii) which did not arise in the ordinary course of business; (k) any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets issued by the Business’ customers to Seller before the Closing; (ii) did not arise in the ordinary course of business; or (iii) are not validly and effectively assigned to Buyer pursuant to this Agreement; (l) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such partysame), except for indemnification of such parties same pursuant to Section 7.22, if applicable8.03 as Seller Indemnitees; (hm) any Liabilities under the Excluded Contracts or any other Contracts, including Intellectual Property Agreements, (i) which are not validly and effectively assigned to Buyer pursuant to this Agreement; (ii) which do not conform to the representations and warranties with respect thereto contained in this Agreement; or (iii) to the extent such Liabilities arise out of or relate to a breach by Seller of such Contracts prior to Closing; (n) any Liabilities associated with debt, loans or credit facilities of Seller and/or the Business owing to financial institutions; (o) any Liability under the WARN Act; and (p) any stateLiabilities arising out of, provincial in respect of or local law in connection with respect to any “plant closing” the failure by Seller or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on Affiliates to comply with any Law or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateGovernmental Order.

Excluded Liabilities. Notwithstanding Neither Buyer nor any other provision of this Agreement, any Schedule Buyer Designee shall assume or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible obligated to pay, perform or otherwise assume or discharge (and the Seller shall retain, pay, perform any liabilities or otherwise discharge without recourse to the Buyer) any Liabilities obligations of the Seller or any of its Affiliates of any kind Affiliates, whether direct or nature whatsoever other than indirect, known or unknown, absolute or contingent, except for the Assumed Liabilities (all of such liabilities and obligations not so assumed being referred to herein as the “Excluded Liabilities”), including, without limitation. For the avoidance of doubt, the followingparties agree that, except for the Assumed Liabilities, Seller and its Subsidiaries shall retain the liabilities and obligations arising from the conduct and operation of the Purchased Business and ownership of the Purchased Assets on and prior to the Closing Date, and that the Excluded Liabilities include, but are not limited to, any and all liabilities or obligations set forth or described in paragraphs (a) through (n) below, and all liabilities and obligations arising from the conduct of Seller’s and its Subsidiaries’ businesses other than the Purchased Business (to the extent of the Purchased Assets and the Assumed Liabilities) and ownership of the Excluded Assets, in each case, whether or not any such liability or obligation has a value for accounting purpose or is carried or reflected on or specifically referred to in Seller’s or the applicable Subsidiary’s books or financial statements: (a) any Liability for Taxesthe unpaid vacation, including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing personal days and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known floating holidays accrued by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsTransferred Employees; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Excluded Taxes; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingEnvironmental Liabilities; (d) any Liability and all liabilities or obligations arising from out of or related to any violation Excluded Asset, including any Premises and including where such liabilities or noncompliance obligations may be otherwise borne by Buyer by operation of the Seller with any Law applicable to the Seller, the Business or the Purchased Assetslaw (except as explicitly identified as an Assumed Liability); (e) any Liability liabilities or obligations under any Contract, Licenses or Government Permits arising from out of or related relating to any Action against the Sellerfailure by Seller or any Affiliate to perform, the Businessbreach, the Purchased Assets default, violation thereof occurring on or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except customer rebate or similar incentive obligation with respect to sales of products of the extent that such Seller Transaction Expenses are contemplated in deriving Purchased Business on or before the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Closing Date; (g) any Liability trade payables (except to indemnify, reimburse or advance amounts the extent they relate to any present or former officer, member, manager, director, employee or agent of Purchased Assets to be delivered to Buyer after the Seller (including with respect to any breach of fiduciary obligations by any such partyClosing Date), except indebtedness for indemnification borrowed money or guarantees thereof of such parties pursuant to Section 7.22, if applicableSeller and its Subsidiaries or intercompany obligations of Seller or any Subsidiary; (h) any Liability and all liabilities or obligations relating to or in connection with (i) the employment and any termination of such employment by Seller or any Subsidiary of any employee or former employee of Seller or a Subsidiary on or before the Closing Date; and/or (ii) any employee’s or former employee’s or his/her dependents’ rights or obligations under any statefringe benefit of employment with Seller or a Subsidiary, provincial including any Benefit Plan of Seller or local law with respect an Affiliate of Seller or any ERISA Affiliate and/or (iii) any liability arising out of Seller’s or any Affiliate’s obligations to inform, notify or consult any “plant closing” employee of Seller or “mass layoff,” as those terms are defined in such applicable law, which may result from any Affiliate or their appropriate representatives concerning the consummation sale of the transactions contemplated hereby Purchased Business and all liabilities, obligations, costs claims and demands arising from or the Seller’s termination in respect of the employment of such liability or obligation; (i) any of its employees and all liabilities or obligations in connection with, or relating to, any actions, suits, claims or proceedings against Seller or any Subsidiary which arise or accrue on or prior to before the Closing Date; (ij) any Liability benefit liabilities relating to any Excluded Assets, whether or arising prior to, in connection with Section 4980B of the Code (COBRA) or otherwise by operation of applicable Law to provide continuation of health care coverage to employees or former employees of Seller or a Subsidiary or their dependents arising from a qualifying event occurring on or after before the Closing Date; (k) any liabilities of the Benefit Plans; (l) any liabilities relating to or arising from violations of applicable Law by Seller or any Affiliate prior to or on the Closing Date; and (m) all costs and expenses incurred by Seller or an applicable Subsidiary incident to the negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein.

Excluded Liabilities. Notwithstanding any other provision of anything to the contrary contained in this Agreement, any and except as set forth in Section 2.3 above and as set forth on Schedule or Exhibit hereto or any Transaction Document to the contrary2.3 hereto, the Buyer does Purchaser shall not assume and shall not be responsible or agree to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) or have any liability whatsoever for any Excluded Liabilities of the Seller or any other liabilities, obligations or expenses, if any, of its Affiliates of any kind or nature Seller whatsoever other than the Assumed Liabilities (Liabilities. Included in the “foregoing, without limitation of the Excluded Liabilities”), including, without limitation, are the following: (a) any Liability for TaxesPurchaser does not assume or agree to pay, including any Taxes (i) relating to satisfy, discharge or perform, and shall not be deemed by virtue of the ownership, possessionexecution and delivery of this Agreement or the conveyance of the Assets hereunder, or use of the Purchased Assets any instrument, paper or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller document delivered by it pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability or as if the same was specifically listed in Section 2.3. In the event a result of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness of Seller (whether absolute, accrued, or contingent, whether filed or asserted prior to or after the Seller’s termination Closing Date and whether arising out of or in any way connected with the Assets or Business of Seller or otherwise except those set forth on Schedule 2.3 or included in Section 2.3 hereof) all of which, Seller agrees to pay, satisfy, discharge and perform. Without limitation of the employment of any of its employees on or prior to foregoing, the Closing Date;following liabilities shall not be assumed by Purchaser: (i) any Liability obligation or liability of Seller to perform this Agreement or relating to the breach of any Excluded Assetsrepresentation or warranty made by Seller hereunder; (ii) any obligation or liability of Seller for expenses, whether arising prior totaxes, on commissions, fees and charges, legal costs and damages incident to the preparation of this Agreement or after the Closing Date.consummation of the transactions contemplated hereby; (iii) any liability of Seller to its stockholders, members, equity owners or to its creditors, including with respect to trade creditors or landlords or lessors or disputes with stockholders, members, equity owners or any and all other accounts payable or liabilities (except such specific amounts as are expressly assumed by Purchaser and subject to Section 2.3 hereof);

Excluded Liabilities. Notwithstanding the provisions of Section or any other provision of this Agreement, any Schedule or Exhibit hereto hereof or any Transaction Document schedule or exhibit hereto, and regardless of any disclosure to the contraryBuyer, the Buyer does shall not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities. The Liabilities retained by Seller (the “"Excluded Liabilities”)") shall include, without limitation: 3.2.1 Except as otherwise provided in Section , Seller's Liabilities for any claims (whenever made) arising out of, relating to, resulting from or caused by any transaction, status, event, condition, occurrence or situation existing, arising or occurring (i) in connection with the ownership or operation of the Business or the Seller's assets on or prior to the Effective Time or (ii) in connection with Seller's or its Affiliates' businesses or activities at any time prior to or on the Effective Time; 3.2.2 Liabilities with respect to all Taxes of Seller relating to the ownership or operation of the Business or the Purchased Assets on or prior to the Effective Time (including, without limitation, any payroll taxes and any other operating business taxes) and all Taxes of Seller arising out of or relating to any of the transactions contemplated hereby; 3.2.3 any and all Liabilities with respect to any current or former employee, independent contractor, or consultant employed or engaged in the operation of the Business or the beneficiaries or dependents of any such Person (collectively, "Employees") or Employee Plan, including, without limitation, the following: (a) any Liability for Taxes, including any Taxes and all Liabilities relating to or arising in connection with or as a result of (i) relating to the ownershipemployment or the actual or constructive termination of employment of any Employee by Seller (including, possessionwithout limitation, or use any termination of employment in connection with the consummation of the Purchased Assets or the operation of the Business at or prior to the Closing and transactions contemplated by this Agreement), (ii) that the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, any Employee Plan or other or arrangement of Seller, (iii) accrued but unpaid salaries, wages, bonuses, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation), (iv) any and all retention, change in control or other similar compensation or benefits which are or may become payable in connection with the obligation consummation of the Seller pursuant to Section 6.23 of transactions contemplated by this Agreement, provided however that this subparagraph shall expire twelve or (12v) months from the Closing such that contributions, premiums, duties and liabilities relating to any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsEmployee Plan; (b) any Indebtedness, except to 3.2.4 Liabilities of Seller for costs and expenses incurred in connection with this Agreement and the extent that such Indebtedness is consummation of the transactions contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3hereby; (c) 3.2.5 any Liability of the Seller arising from or related to indemnify any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance person by reason of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent fact that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same person was specifically listed in Section 2.3; (g) any Liability to indemnifya director, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of Seller or an Affiliate of Seller or was serving at the request of a Seller as a partner, trustee, director, officer, employee or agent of another person (including with respect to any breach of fiduciary obligations by any whether such party)indemnification is for judgments, except for damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such indemnification of such parties is pursuant to Section 7.22statute, if applicablecharter document, bylaw, agreement or otherwise); (h) 3.2.6 Liabilities of Seller under or pursuant to the Transaction Documents; 3.2.7 Liabilities arising out of or relating to the Excluded Assets; 3.2.8 any Liability under any stateclaim for payment of fees and/or expenses as a broker or finder in connection with the origin, provincial negotiation or local law with respect to any “plant closing” execution of this Assignment or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby based upon any alleged agreement, arrangement or understanding between the Seller’s termination of the employment of claimant and Seller or any of its employees on agents or prior to the Closing Date;representatives; and (i) 3.2.9 any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateLiabilities not specifically assumed by Buyer hereunder.

Excluded Liabilities. Notwithstanding Neither Buyer nor either of the Buyer Subsidiaries nor any other provision Affiliate of this Agreement, Buyer will have any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) responsibility for any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the that do not constitute Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitation. For the avoidance of doubt, the followingparties acknowledge and agree that the Excluded Liabilities shall include any and all Liabilities: (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase any Indebtedness of Seller and sale of these AssetsSeller Transaction Expenses; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; for Taxes (ci) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (eii) any Liability arising from or related relating to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as for any Pre-Closing Tax Period; (iii) that arise out of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or that are the Seller’s termination responsibility of Seller pursuant to Section 7.5(a); (iv) of any Person of any kind or description that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor Liability or otherwise by operation of Contract or Legal Requirement in connection with the transactions contemplated hereby; or (v) relating to the Business, the Purchased Assets or the Assumed Liabilities arising from any action taken by the Seller on the Closing Date before the Closing outside the ordinary course of business; (c) obligation of Seller to indemnify any Person by reason of the employment fact that the Person was a partner, manager, trustee, director, officer, employee or agent of Seller or any of its employees on Affiliates or prior to was serving at the Closing Daterequest of any such Person as a partner, manager, trustee, director, officer, employee or agent of another Person; (d) resulting from, arising out of or relating to, or caused by any Excluded Asset; (e) resulting from, arising out of, relating to or caused by (i) any Liability Benefit Plans or (ii) any compensation, salary, wages, or commissions owing to any employees; (f) resulting from, arising out of, relating to or caused by any Excluded Assets, whether Environmental Claim arising prior toto the Closing; and (g) other than the Assumed Liabilities, on all Liabilities arising from or after related to the Closing Dateoperation of the Business prior to the Closing.

Excluded Liabilities. Notwithstanding Except as and to the extent expressly provided in Section 2.3, Buyer is not agreeing to, and shall not, assume any other provision liability, obligation, undertaking, expense or agreement of this Agreementeither Seller (or relating to either Seller, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller either Business or any of its Affiliates the Purchased Assets) of any kind kind, character or nature whatsoever other than description, whether absolute, known, unknown, accrued, liquidated, unliquidated, contingent, executory or otherwise, and whether arising prior to or following the Assumed Liabilities Closing, and the execution and performance of this Agreement shall not render Buyer liable for any such liability, obligation, undertaking, expense or agreement (all of such liabilities and obligations shall be referred to herein as the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, and Buyer will not assume or be liable for: (a) Any liability or obligation with respect to any Excluded Asset, whether arising prior to or after the Closing. (b) Except as expressly assumed pursuant to Section 2.3(c), any liability, claim or obligation, contingent or otherwise, arising out of the operation of the Businesses or any Purchased Asset prior to the Closing Date, including, without limitation, the following: (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, Contingent Initial Franchise Fee Refunds that became due and payable on or use of the Purchased Assets or the operation of the Business at or prior to before the Closing Date and the Marketing Fee Balance (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3;a negative amount). (c) any Liability Any liability or obligation arising out of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract that is not an Assumed Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing;. (d) Except as provided in Section 7.13, any Liability liability or obligation arising from out of, or related to, any Lease Location, whether arising prior to any violation or noncompliance of after the Seller with any Law applicable to the Seller, the Business or the Purchased Assets;Closing. (e) any Liability Any liabilities or obligations of the Sellers for expenses or fees incident to or arising from out of the negotiation, preparation, approval or related to any Action against the Seller, the Business, the Purchased Assets authorization of this Agreement or the Assumed Liabilities pending as of consummation (or preparation for the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (fconsummation) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby (including all attorneys’ and accountants’ fees, and brokerage fees). (f) Any liability or the Seller’s termination of the employment of obligation for any of its employees on or prior to the Closing Date; Taxes other than (i) any Liability relating Taxes on the Purchased Assets payable with respect to any Excluded Assets, whether arising prior to, taxable periods beginning on or after the Closing Date, (ii) Transfer Taxes for which Buyer is liable pursuant to Section 7.2(a) of this Agreement, and (iii) the portion of the Taxes on the Purchased Assets payable for a Straddle Period for which Buyer is liable pursuant to Sections 7.2(b) and (c) of this Agreement. (g) Any liability or obligation to any current or former employee, officer, director or contractor of either Seller, or any Affiliate of any Seller who provides or provided services to either Seller or any Affiliate thereof (other than any liability or obligation arising after the Closing to any employee hired by Buyer and related solely to the Buyer’s employment of such employee), including any liability or obligation arising out of, relating to or incurred in connection with the employment or service by, or termination from employment or service with, either Seller or any Affiliate of any Seller, including any liabilities or obligations pertaining to any salary or wages, vacation pay, bonuses or any other type of compensation or benefits. (h) Any duty, obligation or liability arising at any time under or relating to any Seller Benefit Plan or any other Employee Benefit Plan at any time maintained, sponsored or contributed or required to be contributed to by either Seller or any Affiliate or ERISA Affiliate of either Seller or with respect to which either Seller or any Affiliate or ERISA Affiliate of either Seller has any current or potential liability or obligation. (i) Any liability or obligation (contingent or otherwise) arising out of or relating to any Environmental and Safety Requirements, except to the extent based on conditions resulting from Buyer’s operation of the Businesses following the Closing. (j) Any liability or obligation arising out of any violation by GACCF of any Legal Requirement applicable to the offer and sale of the Franchises. (k) Any liability or obligation arising out of any violation by GACCF of any Legal Requirement applicable to the relationship between GACCF and the Franchisees under the Franchise Agreements. (l) Any liability or obligation arising out of any violation by either Seller or its affiliates of any Legal Requirement applicable to the relationship between such Seller and any vendors who provide goods or services to the Franchisees. (m) Any liability or obligation arising out of any infringement or other unlawful use by either Seller or any Person acting under a Seller’s direction or control of any Intellectual Property Rights owned or held by any Person. (n) Any liability or obligation of either Seller arising out of any litigation, proceeding, or claim by any Person relating to the Businesses as conducted prior to the Closing Date, whether or not such litigation, proceeding, or claim is pending, threatened, or asserted before, on, or after the Closing Date or has been disclosed by either Seller to Buyer. (o) All obligations to make payments to the vendor under the Filter Contract.

Excluded Liabilities. Notwithstanding any other provision of in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, Buyer shall assume only the Assumed Liabilities at the Closing and neither Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or nor any of its Affiliates shall assume any other liability or obligation of ▇▇▇▇▇▇▇▇, Tribune or any kind of their respective Affiliates of whatever nature, whether presently in existence or nature whatsoever arising hereafter. All such other than the liabilities and obligations shall be retained, performed and discharged by, and remain obligations and liabilities of, ▇▇▇▇▇▇▇▇, Tribune or any of their respective Affiliates (all such liabilities and obligations not being assumed as Assumed Liabilities (being herein referred to as the “Excluded Liabilities”), includingand, without limitationnotwithstanding anything to the contrary in Section 2.03, each of the followingfollowing shall be deemed Excluded Liabilities for the purposes of this Agreement: (a) any Liability for Taxesliability or obligation under or with respect to any Assumed Contract, including Governmental Authorization, Order, Real Property Lease or Revenue Lease required by the terms thereof to be discharged (or in respect of any Taxes (ibreach thereof) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (iiEffective Time or as set forth on Section 2.04(a) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsDisclosure Schedules; (b) any Indebtednessliability or obligation for which ▇▇▇▇▇▇▇▇, except Tribune or any of their respective Affiliates has already received or will receive the partial or full benefit of the Purchased Asset to which such liability or obligation relates, but only to the extent that of such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3benefit received; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort liability related to the performance ofIndebtedness of ▇▇▇▇▇▇▇▇, violation Tribune or any of Lawtheir respective Affiliates, infringement or indemnity pursuant to any Assigned Contract, in each case to including as set forth on Section 2.04(c) of the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingDisclosure Schedules; (d) any Liability liability or obligation relating to or arising from or related to out of any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Excluded Assets; (e) any Liability arising from liability with respect to Excluded Employees, Employees who are not Transferred Employees, and any former employees of ▇▇▇▇▇▇▇▇, Tribune or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Datetheir respective Subsidiaries that are not Transferred Employees; (f) any Seller Transaction Expensesliability or obligation relating to or arising out of any ▇▇▇▇▇▇▇▇ Plan or Tribune Plan, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3liability or obligation is expressly assumed by Buyer under Article VIII; (g) except to the extent prorated in accordance with Section 2.08(c), any Liability liability or obligation relating to the bonuses, vacation, sick time or other paid time off, with respect to the Transferred Employees, that accrues or arises from services performed prior to the Employment Commencement Date; (h) any Tax liability or obligation (i) for Pre-Closing Tax Periods (including any Taxes allocable under Section 9.04(d) to the portion of any Straddle Period ending on the day prior to the Closing Date) with respect to the Purchased Assets (except as expressly provided for in Section 9.02) or (ii) imposed on or payable by or with respect to ▇▇▇▇▇▇▇▇, Tribune or their respective Affiliates (except as expressly provided in Section 9.02), and with respect to clause (ii), excluding any such liability or obligation relating to the Purchased Assets; (i) any liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee Employee or agent of the Seller (including with respect ▇▇▇▇▇▇▇▇, Tribune or any of their respective Affiliates, other than any liability to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicableTransferred Employee incurred on or after the applicable Employment Commencement Date; (hj) any Liability under liability or obligation for (i) (x) any stateseverance, provincial retention, performance or local law stay bonus or any other compensation payable in connection with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or contemplated by the Seller’s Merger Agreement (including any termination of the employment of any of its employees in connection therewith) that is due and payable on or prior to the Effective Time or the Employment Commencement Date, whichever is later, or (y) any liabilities relating to any retention or stay bonus or similar payment to which a Transferred Employee is entitled as of the Closing Date that will become due and payable following the Closing Date or the Employment Commencement Date (whether or not the employment of such Transferred Employee is terminated following either such date), (ii) any claims by or on behalf of Transferred Employees arising during or to the extent relating to periods prior to the Employment Commencement Date, except to the extent taken into account as a proration in accordance with Section 2.08(c), and (iii) the matters set forth in Section 8.06 with respect to equity awards; (k) the liabilities and obligations arising out of, or with respect to, the Business or the operations of any of the Stations, including the owning or holding of the Purchased Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder), including any Proceeding arising from or related to the period prior to the Effective Time; (l) all Excluded Environmental Liabilities; (m) all liabilities and obligations of ▇▇▇▇▇▇▇▇, Tribune or any of their respective Affiliates (i) any Liability relating not related to any Excluded the Business or the Purchased Assets, whether arising prior toor (ii) that are not Assumed Liabilities; and (n) any liability or obligations of ▇▇▇▇▇▇▇▇ or Tribune under, on or after in connection with, this Agreement or any document executed in connection therewith, including the Closing DateAncillary Agreements or the sales process for the Stations, including any fees or expenses incurred in connection therewith except as otherwise agreed by the parties.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document anything to the contrarycontrary contained herein, the Buyer does Purchaser shall not assume and shall any duties, obligations or liabilities of Seller of any kind, whether known, unknown, contingent or otherwise, other than the Transferred Liabilities, including any duty, obligation or liability: (1) not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse directly relating to the BuyerTransferred Assets; (2) attributable to any Liabilities acts or omissions to act taken or omitted to be taken by or on behalf of the Seller (or any of its Affiliates Affiliates) prior to the Effective Time in violation of any kind applicable laws, contracts or nature whatsoever other than legal or fiduciary duties; (3) attributable to any actions, causes of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its affiliates or direct or indirect Subsidiaries); (4) for (i) Taxes relating to the Assumed Transferred Assets or the Transferred Liabilities for taxable periods (or portions thereof) ending on or prior to the Closing Date and (ii) Taxes for which Seller is liable pursuant to Section 2.1(h); (5) except as expressly set forth in Section 8.13, relating to the Employees in any respect, including the employment or termination of employment of any Employee, in the case of each Branch Employee relating to any period prior to the time such Branch Employee become employed by Purchaser as contemplated hereby, and relating to the Benefit Plans, ERISA, COBRA or the WARN Act in any respect, whether arising before or after the Effective Time (for avoidance of doubt, Excluded Liabilities include any duty, obligation or liability arising under the Seller Employment Agreements, the Parent Equity Incentive Plans, any contract listed on Schedule 6.8(b)(ii) or any plan listed on Schedule 6.8(b)(iii)); (6) arising from circumstances, events or conditions prior to the Effective Time and not expressly assumed hereunder; and (7) all amounts due and payable to any Affiliate (collectively, the “Excluded Liabilities”). For avoidance of doubt, includingExcluded Liabilities shall include the Perryville Loan Liabilities, without limitation, the following: (a) any Liability for Taxes, including any Taxes (i) relating and Purchaser shall not be a successor to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant Perryville Loan Liabilities. This Section 2.1(f) is not intended to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from enlarge the consummation of the transactions contemplated hereby or the Seller’s termination of the employment rights of any of its employees on or prior third parties relating to the Closing Date; (i) any Liability Excluded Liabilities. Nothing contained in this Agreement shall prevent either party hereto from contesting matters relating to the Excluded Liabilities with any Excluded Assets, whether arising prior to, on or after the Closing Datethird party.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to except for the contraryAssumed Liabilities expressly assumed in Section 2.3, the Buyer does not assume and shall not assume, or otherwise be responsible to payfor, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the any Seller or any of its Affiliates their respective Affiliates, whether liquidated or unliquidated, or known or unknown, whether arising out of any kind occurrences prior to, at or nature whatsoever other than after the Assumed Liabilities Closing Date (the “Excluded Liabilities”), including, without limitation, the followingwhich Excluded Liabilities shall include: (a) any Liability of any Seller that arises out of or relates to any Excluded Assets (for Taxes, including any Taxes (i) relating to the ownership, possession, or use avoidance of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Sellerdoubt, the Parties immediately provide notice to agree that any Liabilities of Marnac and KDL Japan under the other Party. These liabilities specifically excluded any tax liability related to Shionogi License Agreement shall remain the purchase Liabilities of Marnac and sale of these AssetsKDL Japan and are Excluded Liabilities); (b) any Indebtedness, except Liability of any Seller under or with respect to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be any Contract (other than an Assumed Liability as if the same was specifically listed in Contract pursuant to Section 2.32.3(a)); (c) any Liability of the any Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation out of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets asserted on or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) Date against any Seller Transaction ExpensesSeller, except to or against or in respect of any Purchased Asset or the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent conduct of the Seller (including with respect to any breach of fiduciary obligations by any such party)Product Business, except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination basis of the employment of any of its employees which shall have arisen on or prior to the Closing Date; (id) any Liability arising from any injury to or death of any Person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products manufactured or services performed by or on behalf of any Seller or any other Person on or prior to the Closing Date; (e) any Liability of any Seller arising out of or relating to the ownership or operation of the Purchased Assets and/or the Product Business prior to Closing, including any claims, obligations, rebates or litigation arising out of or relating to events or conditions occurring prior to Closing or Products sold by any Seller prior to Closing; (f) any Liability to the extent arising out of or as a result of the conduct of any business of the Sellers and their respective Affiliates other than those liabilities expressly assumed herein pursuant to Section 2.3; (g) any Liability arising out of or relating to any Excluded Assetsfinder’s fee, whether arising prior tobrokerage fee, commission or similar payment in connection with any Seller’s entry into this Agreement or the consummation of the transactions contemplated hereby, including any of the Contracts listed on Section 4.9 of the Sellers Disclosure Schedule; and (h) any Liability of any Seller, or after any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for any Tax, and any Liability for Taxes attributable to the Purchased Assets or the Product Business for any Pre-Closing DateTax Period.

Excluded Liabilities. Notwithstanding the provisions of Section 2.3 or any other provision of in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does shall not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller Sellers or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). The Sellers shall, includingand shall cause each of their Affiliates to, without limitationpay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liability for TaxesLiabilities of any Seller arising or incurred in connection with the negotiation, including any Taxes (i) relating to the ownershippreparation, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing investigation and (ii) that are the obligation of the Seller pursuant to Section 6.23 performance of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others, except as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known qualified by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale definition of these AssetsTransaction Expenses; (b) any IndebtednessLiability for (i) Taxes of any Seller (or any equityholder or Affiliate of such Seller), except (ii) Taxes relating to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as for any Pre-Closing Tax Period; (iii) Taxes that arise out of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or that are the Seller’s termination responsibility of the employment Sellers pursuant to Section 6.14; or (iv) other Taxes of the Sellers (or any stockholder or Affiliate of the Sellers) of any kind or description (including any Liability for Taxes of its employees any Seller (or any stockholder or Affiliate of such Seller) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (c) any Liabilities to the extent relating to or arising out of the Excluded Assets; (d) any Liabilities in respect of any pending or threatened (whether written or, to the extent Sellers have Knowledge (which for this purpose shall be actual knowledge, without any duty of inquiry), verbal) Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date, except to the extent that such Action relates to counterclaims of a third party in an Action brought by Buyer or, if prior to the Closing Date, by Sellers, to collect Accounts Receivable included in the Purchased Assets (the “Excluded Actions”); (e) any Liabilities of the Sellers arising under or in connection with any Seller Benefit Plan providing benefits to any present or former employee of any Seller; (f) any Liabilities of the Sellers for any present or former employees, officers, directors, retirees, independent contractors, temporary employees, leased employees, interns, volunteers and/or consultants of the Business, including, without limitation, any Liabilities associated with any claims for wages or other benefits, notice, bonuses, deferred compensation, paid time off benefits including vacation, workers’ compensation, severance, retention, indemnification, termination or other payments and benefits, and any Liabilities associated with the layoff, termination of and/or reduction of hours of such individuals, but only, in each case for Continuing Employees, to the extent arising from or related to the period on or prior to Closing; for the avoidance of doubt, Excluded Liabilities shall include any Liabilities with respect to any individual who is not a Continuing Employee for the period both prior to, on and after Closing; (g) any environmental Actions, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any actions or omissions of the Sellers; (h) except as set forth in Section 2.3(f), any Liabilities of the Sellers associated with intercompany payables owing in connection with any transaction, contract or arrangement set forth on Schedule 4.21 or any loan or guarantee set forth on Schedule 4.21; (i) any Liability relating Liabilities associated with debt, loans or credit facilities of the Sellers; and (j) any Liabilities arising out of, in respect of or in connection with the failure by the Sellers or any of their Affiliates to comply with any Excluded Assets, whether arising prior to, on Law or after the Closing DateGovernmental Order.

Excluded Liabilities. Notwithstanding anything to the contrary set forth in Section 2.2(a), other than the Assumed Liabilities, neither Purchaser nor any other provision of this Agreementits Subsidiaries will assume or be bound by any Liability, duty or obligation of any Schedule or Exhibit hereto of the Seller Entities or any Transaction Document to the contraryof their respective Affiliates, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller Entities and their respective Affiliates shall retainretain all Liabilities, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever duties and obligations other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitationby way of example only, the followingfollowing Liabilities of the Seller Entities and their respective Affiliates: (a1) any Liability for TaxesLiability, including duty or obligation of any Taxes of the Seller Entities or their respective Affiliates of any nature whatsoever, whether accrued, absolute, primary or secondary, contingent or otherwise, direct or indirect, asserted or unasserted, known or unknown, that is primarily related to the Retained Business; (i2) any Liability, duty or obligation of any of the Seller Entities or their respective Affiliates of any nature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, to the extent relating to or arising from or in connection with any Excluded Asset; (3) the ownership, possession, Excluded Deposits; (4) the One HSBC Center Lease; (5) any compensation or use of the Purchased Assets benefit Liabilities to Business Employees or the operation of the Business at Affiliated Employees with respect to services provided to Seller or its Affiliates prior to the Closing Date (including, without limitation, all liabilities for accrued but unused paid time off) and (ii) that are any Liabilities under the obligation of the Seller pursuant Employee Plans, incurred prior to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing Date, whether or not such that any Liability claims are submitted for Taxes shall become an Assumed Liability as if payment or reimbursement on or before the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any IndebtednessClosing Date, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in otherwise provided under Section 2.39.1; (c6) any Controlled Group Liability arising under any Employee Plan or any employee benefit plan sponsored, maintained or contributed to or by any current or former ERISA Affiliate of the Seller arising from Entities or related to any breach, failure to perform, tort related of their respective Subsidiaries; and (7) any liability for Excluded Taxes (whether or not relating to the performance of, violation of Law, infringement or indemnity pursuant Transferred Business). Notwithstanding anything in Section 13.9 to any Assigned Contractthe contrary, in each case to no event shall Article XIII limit the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of retention by the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Entities of Excluded Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of between Purchaser and the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateEntities.

Excluded Liabilities. Notwithstanding Neither the Purchaser nor its Affiliates shall assume or become responsible for any liabilities or other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities obligations of the Seller or any of its Affiliates except to the extent set forth in Section 2.4 of any kind or nature whatsoever other than this Agreement. All Excluded Liabilities, including those set forth in this Section 2.3, shall remain the Assumed sole obligation and responsibility of the Seller and its Affiliates. The Excluded Liabilities include, but are not limited to, the following (the “Excluded Liabilities”): a. accounts payable, and other indebtedness, including any interest bearing liabilities, of the Seller existing as of the Closing Date; b. all liabilities for any Taxes on income arising from the sale of the Acquired Assets and any Taxes attributable to the period prior to the Closing Date, except as provided in Section 11.5, shall not be part of the transactions contemplated herein; c. liabilities relating to or arising in respect of any of the Excluded Assets and any other liabilities which do not form part of the Business as presently conducted; d. indebtedness of the Seller and its Affiliates to third parties and any guarantees or obligations to reimburse a bank or other Person under any letter of credit or similar obligations, and any interest, fees, prepayment premium and other amounts payable in respect thereto; e. all liabilities against which Seller has agreed to indemnify the Purchaser and its Affiliates pursuant to this Agreement; f. the fees, expenses and other costs, incurred by the Seller and its Affiliates in connection with negotiating, preparing, closing and carrying out the provisions of this Agreement; g. all liabilities resulting from a claim by a third party for money or other compensation in respect of injury allegedly due and arising as a result of a use of the Products that were manufactured, supplied or sold by Seller before the Closing, including, without limitation, warranty obligations, and irrespective of the following:legal theory asserted, but, excluding to the extent arising from Purchaser’s negligence or willful misconduct if in connection with Product Purchaser purchased as Inventory herewith; h. all liabilities arising out of or relating to the return and rebate (aincluding fees related thereto) any Liability for Taxeswith respect to Products sold by Seller prior to the Closing, including any Taxes to the extent that Purchaser reasonably shows such Products were sold by Seller prior to the Closing. To the extent Purchaser can show that Products were not sold by Purchaser after the Closing, then that return and rebate shall be deemed a liability of Seller. i. to the extent arising prior to or on the Closing Date, all liabilities relating to the Assumed Contracts. j. all liabilities arising from Inventory (see ▇▇▇▇ of Sale) which is unsaleable due to failure to meet specifications as designated in applicable certificate of analysis. k. all liabilities arising from (i) relating to the ownershipProducts that were manufactured, possession, supplied or use of the Purchased Assets or the operation of the Business at or sold by Seller prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any IndebtednessDate, except to the extent that such Indebtedness is contemplated arising from Purchaser’s negligence or willful misconduct if in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability connection with Product Purchaser purchased as if the same was specifically listed in Section 2.3; Inventory herewith, or (cii) any Liability of the activity or omission by Seller arising from or related to any breach, failure to perform, tort its Affiliates related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising Products prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateClosing.

Excluded Liabilities. Notwithstanding any other provision of anything to the contrary set forth in Section 2.1(c) or elsewhere in this Agreement, any Schedule the Acquiror is not assuming or Exhibit hereto or any Transaction Document agreeing to the contrary, the Buyer does not assume and shall not be responsible to pay, perform pay or discharge (and any of the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller Company or any of its Affiliates of any kind or nature whatsoever Subsidiaries other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, for the followingavoidance of doubt: (ai) any Indebtedness (including any interest thereon or other amounts payable in connection therewith) of the Company or any of its Subsidiaries; (ii) any Liability set forth in Section 2.1(d)(ii) of the Disclosure Schedule; (iii) any Liability arising out of or relating to any Excluded Asset (including, for the avoidance of doubt, outstanding checks); (iv) any Liability (A) for Taxes of the Company or any of its Subsidiaries or (B) for Taxes, whether or not accrued, assessed or currently due and payable relating to the operation or ownership of the Business or the Transferred Assets for any Pre-Closing Tax Period; provided, that Taxes for a Straddle Period shall be apportioned in the manner described in Section 7.1 hereof; (v) all Liabilities of the Company or any of its Subsidiaries arising out of or relating to the Company Plans, except to the extent included in the Assumed Liabilities; (vi) all Liabilities of the Company or any of its Subsidiaries arising out of or relating to the operation or conduct by the Company or any of its Subsidiaries of any business other than the Business; (vii) any Liability for Taxesany intercompany accounts payable (including trade accounts payable); (viii) any of the Company’s Liabilities under this Agreement, including any Taxes Ancillary Agreement, the Disclosure Schedule and any other agreements entered into by the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement; (iix) any Liability arising out of or relating to the ownership, possession, Retained Litigation; (x) any Liability arising out of or use relating to any Action relating to or otherwise in respect of the Purchased Assets or the operation of the Business at or the Transferred Assets prior to the Closing Date, including, for the avoidance of doubt, the matters set forth on Section 2.1(d)(x) of the Disclosure Schedule; (xi) any Liability arising out of or relating to any Excluded Assets; (xii) all Liabilities under Shared Contracts to the extent not transferred to the Acquiror or its Affiliates in accordance with Section 5.5; (xiii) all Liabilities under the IT Asset Contracts to the extent not transferred to the Acquiror or its Affiliates; (xiv) all Liabilities (A) (1) under any Environmental Laws or otherwise arising out of or relating to any Environmental Condition relating to the period prior to the Closing and (ii2) that are the obligation with respect to operations of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Dateat the Leased Real Property or any former real property used by the Business or (B) relating to the use, application, malfunction, defect, design, operation, performance or suitability of any Product sold or distributed prior to the Closing by or on behalf of, or service of the Business rendered prior to the Closing by or on behalf of, the Company or any of its Subsidiaries to any Person; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (gxv) any Liability to indemnify, reimburse or advance amounts to any present involving current or former officeremployees, member, manager, director, employee or agent directors and individual independent contractors of the Seller (Company or its Subsidiaries, including with respect to any breach wages, bonuses, commissions, independent contractor or agent payments, payroll, workers’ compensation, unemployment benefits, severance, change of fiduciary obligations by control bonuses, success bonuses, stay or retention obligations, or any such party)other similar payments, in each case except for indemnification of such parties pursuant to Section 7.22, if applicablethe extent included in the Final Net Working Capital or the Assumed Liabilities; (hxvi) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation discontinued operations of the transactions contemplated hereby or Business, including product lines that have been disposed of, and including, for the Seller’s termination avoidance of the employment doubt, any operations in respect of any of its employees on or prior to the Closing Date;Harsco Industrial Air-X-Changers Pty. Ltd.; and (ixvii) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Dateall Transaction Expenses.

Excluded Liabilities. Notwithstanding any other provision of in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does shall not assume and shall not be responsible obligated to assume or be obliged to pay, perform or discharge (otherwise discharge, and the Seller Sellers shall retainbe solely and exclusively liable with respect to, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities Liability of the any Seller or any of its Affiliates of any kind or nature whatsoever other than the Retained Subsidiary that is not an Assumed Liabilities Liability (such Liabilities, collectively, the “Excluded Liabilities”), including, including without limitation, limitation the followingfollowing specific Liabilities to the extent they do not otherwise constitute Assumed Liabilities: (a) any Liability for Taxesand all Liabilities of Sellers under any Contract of Sellers that is not an Assigned Agreement whether accruing prior to, including any Taxes (i) relating to the ownership, possessionat, or use of the Purchased Assets or the operation of the Business at or prior to after the Closing and Date (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability except as if the same was specifically listed set forth in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets7.5); (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3and all Liabilities for any indebtedness or obligations for borrowed money of Sellers; (c) any Liability all (i) store or customer credits, sales promotions, rebates, coupons, gift cards and certificates or (ii) returns of the Seller arising from goods or merchandise, customer prepayments and overpayments, customer refunds, credits, reimbursements and related adjustments with respect to any breach, failure to perform, tort related to the performance of, violation of Law, infringement goods or indemnity pursuant to any Assigned Contractmerchandise, in each case that arise from the operation of the Business prior to the extent such Liability is based upon any actionClosing, eventor, circumstancein the case of the Acquired Stores or Business Properties (other than the Closing Date Acquired Stores and Closing Date Business Properties), omission or condition which first occurred at or prior to Closingthe date the applicable Real Property Lease is assumed and assigned to Buyer pursuant to the Designation Rights Agreement; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assetsall Sellers’ Taxes; (e) any Liability and all Liabilities to the extent arising from or out of related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing DateExcluded Assets; (f) any Seller Transaction Expenses, except and all Liabilities arising from or related to the extent that such Seller Transaction Expenses are contemplated in deriving operation or condition of the Purchase Price in which case such Seller Transaction Expenses shall be an Acquired Assets or the Assumed Liability Liabilities prior to the Closing (except as if the same was specifically listed set forth in Section 2.37.8) or facts, actions, omissions, circumstances or conditions existing, occurring or accruing with respect to the Acquired Assets or the Assumed Liabilities prior to the Closing (except as set forth in Section 7.8); (g) any Liability to indemnify, reimburse or advance amounts and all Liabilities relating to any present environmental, health or former officer, member, manager, director, employee or agent of the Seller safety matter (including with respect to any breach of fiduciary obligations by Liability or obligation under any such partyapplicable Laws concerning environmental, health or safety matters, whether known or unknown), arising out of or relating to the Sellers’ conduct, action or omission or its leasing, ownership or operation of real property on or prior to the Closing Date (except for indemnification of such parties pursuant to as set forth in Section 7.227.8), if applicableno matter when raised, other than as required by Law; (h) any Liability under and all Liabilities relating to complaints, causes of action, litigation or similar matters instituted against Sellers or any state, provincial of their Subsidiaries relating to or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment arising out of any of its employees on actions, omissions, circumstances or conditions or events occurring prior to the Closing Date;Date (except as set forth in Section 7.5 or Section 7.8); and (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after not expressly included among the Closing DateAssumed Liabilities and specifically so assumed.

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision of in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does shall not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, includingand shall cause each of its Affiliates to, without limitationpay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liability for TaxesLiabilities of Seller arising or incurred in connection with the negotiation, including any Taxes (i) relating to the ownershippreparation, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing investigation and (ii) that are the obligation of the Seller pursuant to Section 6.23 performance of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if Ancillary Documents and the same was specifically listed in Section 2.3. In the event transactions contemplated hereby and thereby, including, without limitation, fees and expenses of Liability for Taxes becomes known by the Buyer or Sellercounsel, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase accountants, consultants, advisers and sale of these Assetsothers; (b) any Indebtedness, except Liability for (i) Taxes of Seller (or any stockholder or Affiliate of Seller) or relating to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as for any Pre-Closing Tax Period; (ii) Taxes that arise out of the Closing Date consummation of the transactions contemplated hereby or based upon that are the responsibility of Seller pursuant to Section 6.14; or (iii) other Taxes of Seller (or any actionstockholder or Affiliate of Seller) of any kind or description (including any Liability for Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (c) any Liabilities relating to or arising out of the Excluded Assets; (d) any Liabilities in respect of any pending or threatened Action arising out of, event, circumstance, omission relating to or condition arising otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date; (e) any product Liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Seller, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Seller; (f) any Seller Transaction Expensesrecall, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3design defect or similar claims of any products manufactured or sold or any service performed by Seller; (g) any Liability Liabilities of Seller arising under or in connection with any Benefit Plan providing benefits to any present or former employee of Seller; (h) any Liabilities of Seller for any present or former employees, officers, directors, retirees, independent contractors or consultants of Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments; (i) any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any actions or omissions of Seller; (j) any trade accounts payable of Seller (i) to the extent not accounted for on the Interim Balance Sheet; (ii) which constitute intercompany payables owing to Affiliates of Seller; (iii) which constitute debt, loans or credit facilities to financial institutions; or (iv) which did not arise in the ordinary course of business; (k) any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets issued by the Business’ customers to Seller on or before the Closing; (ii) did not arise in the ordinary course of business; or (iii) are not validly and effectively assigned to Buyer pursuant to this Agreement; (l) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such partysame), except for indemnification of such parties same pursuant to Section 7.22, if applicable8.03 as Seller Indemnitees; (hm) any Liability Liabilities under the Excluded Contracts or any stateother Contracts, provincial or local law including Intellectual Property Agreements, (i) which are not validly and effectively assigned to Buyer pursuant to this Agreement; (ii) which do not conform to the representations and warranties with respect thereto contained in this Agreement; or (iii) to the extent such Liabilities arise out of or relate to a breach by Seller of such Contracts prior to Closing; (n) any “plant closing” Liabilities associated with debt, loans or “mass layoff,” as those terms are defined credit facilities of Seller and/or the Business owing to financial institutions; and (o) any Liabilities arising out of, in such applicable law, which may result from respect of or in connection with the consummation of the transactions contemplated hereby failure by Seller or the Seller’s termination of the employment of any of its employees on Affiliates to comply with any Law or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateGovernmental Order.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does Purchaser shall not assume and shall be deemed not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) have assumed any Liabilities of the Seller of whatever nature, whether presently in existence or any of its Affiliates of any kind arising hereafter, known or nature whatsoever unknown, disputed or undisputed, contingent or non-contingent, liquidated or unliquidated, or otherwise, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the foregoing, includingPurchaser shall not be obligated to assume, without limitationdoes not assume, and hereby disclaims all the following:Excluded Liabilities, including the following Liabilities of any of Seller or of any predecessor or Affiliate of Seller, whether incurred or accrued before or after the Petition Date or the Closing (for the avoidance of doubt, except to the extent included in the Assumed Liabilities): (a) any Liability for Taxesall Taxes of Seller, including any Taxes (i) relating to imposed on Seller, including all sales Taxes collected by Seller in connection with the ownership, possession, or use of the Purchased Assets or the pre-Closing operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this AgreementBusiness, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability other than as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assetsexpressly set forth hereunder; (b) all Liabilities of Seller relating to legal services, accounting services, financial advisory services, investment banking services or any Indebtednessother professional services (“Professional Services”) performed in connection with this Agreement and any of the transactions contemplated, except to the extent that hereby, and any pre-Petition or post-Petition Claims for such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Professional Services; (c) all Liabilities arising out of, relating to, or with respect to any Liability of the Seller arising from Benefit Plan, subject to ERISA or otherwise (including any Liabilities related to any breachSeller Benefit Plan which is an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is subject to Section 302 or Title IV of ERISA or Code Section 412), failure to performirrespective of whether such Liabilities are incurred, tort related to the performance ofrecognized, violation of Lawpaid or made, infringement as applicable, on, before or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to after Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in expressly assumed by Purchaser pursuant to Section 2.3; (g) any Liability , all Liabilities or claims arising out of, relating to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach (i) the employment or performance of fiduciary obligations by any such party)services for, except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of employment or services for, or potential employment or engagement for the employment performance of services for, Seller (or any predecessor) of any of its employees individual Person (including the Transferred Employees) or any Person acting as a professional employer organization, employee leasing company or providing similar services on or prior to the Closing Date(including as a result of the transactions contemplated by this Agreement), including Liabilities or claims for workers’ compensation, overtime, severance (including statutory severance), separation, termination, or notice pay or benefits (including under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and Section 4980B of the Code), Liabilities of Seller pursuant to the WARN Act (and Seller shall cause to be filed and delivered all notices in respect thereof) as a result of any transaction contemplated by this Agreement, or any form of accrued or contingent compensation (including leave entitlements), or (ii) any Seller Benefit Plan, irrespective in each case of whether such Liabilities or claims are incurred, recognized, paid or made, as applicable, on, before or after Closing; (e) all Liabilities relating to Excluded Assets; (f) all accounts payable and other amounts payable of Seller owed by it to any Affiliate; (g) all Liabilities of Seller in respect of the Business or the Purchased Assets arising as a result of any action initiated at any time, to the extent in any way related to matters or circumstances occurring or existing prior to the Closing; (h) all Liabilities of Seller in respect of indebtedness; (i) all Liabilities arising in connection with any Liability violation of any applicable Law or Order relating to any Excluded Assets, whether arising the period prior to, on or after to the Closing Dateby Seller; (j) any Liabilities arising under any escheatment, abandoned property or similar Law with respect to the Assumed Liabilities or which otherwise remain with Seller; (k) all Cure Amounts and Employee Costs in excess of the Cap Amount up to and including the Excess Cure Cap Amount, and all Cure Amounts in respect of any Rejected Executory Contract or Rejected Real Property Lease; (l) all Liabilities of Seller pursuant to the WARN Act or similar state and local Law (and Seller shall cause to be filed and delivered notices in respect thereof), or in connection with any pre-Closing non-compliance of Seller or the Business with (and claims that have been or may be made there against under any pending action in connection with) any Laws relating to wages, hours, pay equity, employment equity, conditions of employment, employment standards, human rights, employee privacy, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding Taxes and/or social security Taxes and contributions and any similar Tax or contribution; and (m) any other Liability of Seller that is not expressly included among the Assumed Liabilities.

Excluded Liabilities. Notwithstanding Except for the Assumed Liabilities, the Purchaser shall not assume or in any way be responsible for any other provision obligations or liabilities of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to Seller. Without limiting the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities generality of the Seller or any of its Affiliates of any kind or nature whatsoever other than foregoing, the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the followingwill not include: (a) any Liability for Taxesall expenses, including any Taxes (i) obligations and liabilities of Seller arising from, relating to the ownership, possession, or use of the Purchased Assets or associated with the operation of the Business through the Closing (whether or not payable before, at or prior to after the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsClosing); (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed set forth in Section 2.3; 1.10, any liability for (ci) any Liability Taxes, including (i) Taxes arising as a result of Seller’s operation of its business or ownership of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Acquired Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; Closing, (fii) any Seller Transaction ExpensesTaxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; and (giii) any Liability employment Taxes paid or to indemnify, reimburse or advance amounts be paid by Seller that relate to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees periods on or prior to the Closing Date; (c) any liability under any Contract that is not an Assigned Contract including any liability arising out of or relating to Seller’s credit facilities, any security interest related thereto, or any warranty claim; (d) any liability relating to Benefit Plans; (e) any obligation of Seller under this Agreement or any other agreement, document or instrument entered into by Seller pursuant to this Agreement, including any liability of Seller for expenses incurred by Seller or its Affiliates in connection with this Agreement and any liability of Seller for any bonuses, commissions, or incentive payments paid or payable to any Person by reason of the consummation of the transactions contemplated hereby; (f) the Seller Expenses; (g) any Indebtedness not otherwise an Assumed Liability; (h) any liability arising out of any action, arbitration, claim, proceeding or litigation of any nature (whether or not disclosed and regardless of the date on which such action, arbitration, claim, proceeding or litigation is commenced) against Seller (including those pending as of Closing), or relating to the pre-Closing operation of the Business, even if commenced after Closing; (i) any Liability relating Environmental Liability; (j) any liability to the extent arising out of Seller’s noncompliance with any Excluded AssetsLaw, whether arising Order of any Governmental Authority or Legal Requirement prior to, on or after to the Closing Date; (k) any liability to the extent arising out of the failure of Seller to comply with any agreement, Contract, lease, license or other commitment prior to the Closing Date; (l) any liability for wages, remuneration, compensation (including any equity grants, bonuses or commissions due any employee arising in connection with the transactions contemplated hereby), benefits, severance or other accrued obligations (i) associated with any current or former employee, consultant, director or other service provider of Seller or any Affiliate of Seller who does not become a Transferred Employee (or any dependent or beneficiary thereof), and (ii) with respect to any Transferred Employee, arising solely in connection with his or her service to Seller or any Affiliate of Seller prior to the date hereof; (m) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker's compensation Law or regulation or under any federal or state employment Law or other Law or regulation relating to employment, discrimination, classification or other matters relating to current or former employees, consultants, directors or other service providers (including any service providers), in any case, with respect to (i) any individual who does not become a Transferred Employee (or any dependent or beneficiary thereof), and (ii) any Transferred Employee, arising solely in connection with his or her service to Seller or any Affiliate of the Seller prior to the Closing; (n) any liability of Seller based upon Seller’s acts or omissions occurring after the Closing; (o) any liability to distribute to or otherwise apply to any of Seller's stockholders all or any part of the consideration received hereunder; (p) any liability relating to or arising out of a Data Security Incident or commencing prior to the Closing, regardless of whether the Data Security Incident is discovered prior to the Closing and regardless of whether the Data Security Incident is ongoing after the Closing; and (q) any liabilities relating to or arising out of the Excluded Assets. Liabilities of Seller that are not Assumed Liabilities are herein referred to collectively as the “Excluded Liabilities”. Seller will maintain sole responsibility of, and solely shall retain, pay, perform, and discharge, all Excluded Liabilities of Seller when due.

Excluded Liabilities. Notwithstanding any other provision of anything to the contrary contained in this Agreement, any Schedule or Exhibit hereto Buyer and its Affiliates shall not assume by virtue of this Agreement or any Other Transaction Document to Agreement, or the contrarytransactions contemplated hereby or thereby, the Buyer does not assume or otherwise, and shall not have no liability for, and Sellers shall retain and be fully responsible to payfor paying, perform or discharge (performing and the Seller shall retaindischarging when due, pay, perform or otherwise discharge without recourse to the Buyer) any and all Liabilities of the Seller Sellers or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitation): Without limiting the generality of the foregoing, the followingExcluded Liabilities include: (a) any Liability for Taxes, including Liabilities of Sellers in respect of any Taxes (i) relating to the ownership, possession, or use of the Purchased Excluded Assets or the operation other assets of the Business at or prior to the Closing and (ii) Sellers that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these not Purchased Assets; (b) (i) any IndebtednessLiabilities for Taxes imposed with respect to, except arising out of or relating to the Purchased Assets, the Assumed Liabilities or the Business that are incurred in, or attributable to, any Pre-Closing Tax Period (such Taxes for a Straddle Period to be allocated in accordance with Section 7.1); (ii) any Transfer Tax allocated to Sellers under Section 7.3; (iii) any Taxes imposed under, or triggered by, any applicable “bulk sales”, “bulk transfer” or similar Laws as a result of the transactions contemplated by this Agreement, other than Transfer Taxes payable pursuant to Section 7.3; (iv) any withholding Taxes imposed on Buyer or any of its Affiliates resulting from the transactions contemplated by this Agreement, to the extent that such Indebtedness is contemplated in deriving not withheld pursuant to Section 2.8; (v) any Taxes imposed with respect to, arising out of or relating to any Excluded Asset or Excluded Liability; and (vi) any Taxes imposed on the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Sellers or any of their Affiliates other than Taxes allocated to Buyer pursuant to this Agreement; (c) any Liability fines and penalties imposed by any Governmental Entity resulting from any act or omission of the Seller arising from or related to any breach, failure to perform, tort Sellers and not related to the performance Purchased Assets and any Liabilities arising out of, violation in respect of Law, infringement or indemnity pursuant in connection with the failure by Sellers or any of Sellers’ Affiliates to comply with any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission Law or condition which first occurred at or prior to ClosingOrder; (d) any Liability Liabilities of Sellers arising from as a result of their execution and delivery of this Agreement or related to any violation Other Transaction Agreement, the performance of Sellers’ obligations hereunder or noncompliance thereunder or the consummation by Sellers of the Seller with any Law applicable to the Seller, the Business transactions contemplated hereby or the Purchased Assetsthereby; (e) any Liability arising from Liabilities of Sellers or related their Affiliates relating to any Action against the Seller, the Business, the Purchased Assets current or the Assumed Liabilities pending as former employees or independent contracts of the Closing Date Sellers or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date;its Affiliates; and (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent indebtedness for borrowed money of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateSellers.

Excluded Liabilities. Notwithstanding Neither Buyer nor any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not its Affiliates shall assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of Seller (such unassumed Liabilities, the Seller “Excluded Liabilities”) other than those specifically set forth in Section 2.3. Without limiting the generality of the foregoing, in no event shall Buyer or any of its Affiliates of assume or incur any kind Liability in respect of, and Seller shall remain bound by and liable for, and shall pay, discharge or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitationperform when due, the followingfollowing Liabilities of Seller: (a) all Liabilities under any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to Assigned Contract that arise after the Closing and (ii) Date but that are the obligation arise out of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related relate to any breach, failure to perform, tort related to the performance ofimproper performance, warranty or other breach, default or violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first that occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date, including any failure to comply with or any violation of any Law by Seller or its Affiliates; (b) all Liabilities for Taxes of the Seller (including, for the avoidance of doubt, any Taxes of Affiliates of the Seller for which the Seller is liable pursuant to Treasury Regulation Section 1.1502-6 or any similar provision of state, local or non-U.S. Law) including (i) any Liability relating to any Excluded Assets, whether Taxes of the Seller arising prior to, as a result of Seller’s operation of its business or ownership of the Purchased Assets on or after prior to the Closing Date, (ii) any Taxes of the Seller that will arise as a result of the sale and transfer of the Purchased Assets pursuant to this Agreement (other than any such Taxes as Buyer has agreed to bear as provided in Section 7.5(a)), and (iii) any deferred Taxes of any nature; (c) all Liabilities of Seller under the Seller Benefit Plans or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind for Seller’s employees or former employees or both; and (d) all Liabilities of Seller under any employment, severance, retention or termination agreement with any employee of Seller or any of its Affiliates.

Excluded Liabilities. Notwithstanding any other provision of in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does Buyers are assuming only the Assumed Liabilities and are not assume and shall not be responsible to pay, perform assuming any other liability or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) obligation of any Liabilities of the Seller or any of its Affiliates of any kind whatever nature, whether presently in existence or nature whatsoever arising hereafter. All such other than the Assumed Liabilities liabilities and obligations shall be retained by and remain liabilities and obligations of such Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), including, without limitation. Without limiting the generality of the foregoing, the followingExcluded Liabilities shall include: (a) all liabilities and obligations in respect of any Liability product liability, breach of warranty or similar claims for Taxes, including any Taxes (i) relating injury to the ownership, possession, person or use of the Purchased Assets or the operation of the Business at or property related to Products sold prior to the Closing and Effective Time (ii) that are the obligation of the Seller pursuant including any action, suit, investigation or proceeding relating to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing any such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer liabilities or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assetsobligations); (b) all liabilities and obligations relating to (i) the return of any Indebtedness, except Products before the Effective Time and (ii) the return of any Products after the Effective Time that were shipped by a Seller or its Affiliates to a third party prior to the extent Closing Date which are either (A) expired on the date of such return, (B) have an expiration date that is less than 12 months after the date of such Indebtedness is contemplated return or (C) at the time of such return are not in deriving a condition that can be resold by the Purchase Price Buyers (other than as a result of actions or omissions by Buyers or their respective Affiliates) (collectively, the “Seller Returns”); provided that in which case such Indebtedness the event that Sellers deliver Inventory to Buyers from lots that include Inventory that was sold by Sellers prior to the Effective Time, Sellers shall be an Assumed Liability as if responsible for a percentage of the same credit liability associated with returns of Inventory included in such lot equal to the percentage of the Inventory included in such lot that was specifically listed sold prior to the Effective Time, and Buyers shall be responsible for the remaining credit liability associated with returns of Inventory included in Section 2.3such lot; (c) any Liability of the Seller arising from or related to any breach(i) all liabilities and obligations for rebates, failure to performdiscounts, tort related chargebacks and other offsets to the performance ofprice charged for the Products occurring before the Effective Time and (ii) all liabilities and obligations for rebates, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case chargebacks and other offsets to the extent such Liability is based upon any actionprice charged for the Products (but excluding, eventfor the avoidance of doubt, circumstance, omission or condition which first occurred at or prior to Closingcash discounts and wholesaler fees) occurring during the six-month period after the Effective Time; (d) all liabilities and obligations arising under the Assumed Contracts to the extent such obligations (i) arise out of actions or events arising or occurring prior to the Closing Date or (ii) such obligations arise out of a breach or default (with or without the giving of notice or the lapse of time or both) by any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable Sellers or their respective Affiliates prior to the SellerClosing Date; (e) all liabilities and obligations arising out of any action, suit, investigation or proceeding to the extent relating to or arising out of actions or events arising or occurring prior the Effective Time relating to the Products, the Business or the Purchased Assets; (ef) all liabilities and obligations of a Seller or any Liability arising from or of their respective Affiliates for Taxes and Taxes related to the Purchased Assets for any Action against Pre-Closing Tax Period; provided that Transfer Taxes incurred in connection with the transactions contemplated by this Agreement and Apportioned Obligations shall be paid in the manner set forth in Section 6.02 hereof; (g) all liabilities and obligations under a Seller’s employee benefits or compensation arrangements; (h) all current liabilities of Sellers and their respective Affiliates (including any current liabilities arising prior to the Effective Time relating to the Purchased Assets, the Business or the Products); (i) all Environmental Liabilities; (j) all liabilities and obligations of any Seller to any Affiliate of such Seller (regardless of whether such liability or obligation is related to the Business, the Purchased Assets or the Assumed Liabilities pending Products); (k) all liabilities arising under Permitted Liens on any Purchased Asset as of the Closing Date that are not released at Closing; (l) all liabilities and obligations relating to an Excluded Asset; and (m) all other liabilities, obligations and commitments of whatever kind and nature, whether primary or based upon secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating directly or indirectly to the Purchased Assets, the Business or the Products, but only to the extent related to any action, event, circumstance, omission or condition arising period prior to the Closing Date; (f) any Seller Transaction ExpensesEffective Time). Notwithstanding anything to the contrary in this Agreement or otherwise, except to the extent that such Seller Transaction Expenses any liabilities or obligations are contemplated in deriving or would have been liabilities or obligations or otherwise the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse responsibility of Buyer Parent or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on Affiliates under the Existing Agreements (assuming for this purpose that the Existing Agreements had remained in full force and effect and that Section 2.08 has been disregarded), such liabilities or prior obligations shall be deemed not to the Closing Date; (i) any Liability relating be Excluded Liabilities and shall be deemed to any Excluded Assets, whether arising prior to, on or after the Closing Datebe Assumed Liabilities under this Agreement.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to Except for the contraryAssumed Liabilities, the Buyer does shall not assume assume, and shall not be responsible deemed to payhave assumed by anything contained in this Agreement or otherwise, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities Liability of the Seller or any of its Affiliates of any kind or nature County whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities: (i) all Liabilities and obligations of the County under this Agreement; (ii) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, the following: (a) any Liability for Taxes, including any Taxes (i) warranty claims relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assetsthereto; (bvi) all Liabilities or demands, including, without limitation, for any Indebtednessinterest, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from penalties, late charges, prepayment charges or related termination fees relating to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending Indebtedness outstanding as of the Closing Date Closing, or based upon any actionTaxes resulting from cancellation of such Indebtedness, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts and all Liabilities relating to any present arbitrage rebate liability, audit, examination or former officer, member, manager, director, employee other enforcement action by the Internal Revenue Service or agent of the Seller (including other Governmental Authority with respect to any breach Indebtedness of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicablethe County; (hvii) any Liability under any stateall Liabilities or demands for fees, provincial costs or local law expenses incurred by the County in connection with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or the Seller’s termination of the employment demands (contingent or otherwise) arising out of any of its employees on or prior Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date;; and (iix) any Liability all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Excluded Assets, whether arising prior to, on Facility or after the Closing Dateits Wastewater Collection System that are not Assumed Liabilities.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document Except as and to the contraryextent specifically set forth in Section 2.4 or the LMA, the Buyer does Univision Parties shall not assume and shall not or in any manner be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) liable for any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities Entravision Parties (collectively, the “Excluded Liabilities”), including, including without limitation, the following: (a) any Any Liability for Taxes, including any Taxes (i) with respect to the Entravision Stations or the Sale Assets to the extent arising out of or relating to any occurrence or event happening before the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsClosing; (b) Any Liability with respect to any Indebtedness, except Action related to the extent that such Indebtedness is contemplated Sale Assets pending as of the Closing (including but not limited to each Action set forth in deriving Item 4 on Schedule 2.1(d)), and any Liability with respect to any Action related to the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if Sale Assets commenced after the same was specifically listed in Section 2.3Closing arising out of or relating to any occurrence or event happening before the Closing; (c) Any Liability for any Liability violation by the Entravision Parties of the Seller arising from any Law or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingOrder; (d) Any Liability of the Entravision Parties for any Liability breach or failure to perform under any Contract that is not a Station Contract, or any breach or failure to perform under any Station Contract prior to the Closing Date, whether or not such Contract is to be assumed by the Univision Parties hereunder, including any breach arising from or related to any violation or noncompliance assignment of the Seller with any Law applicable to the Seller, the Business or the Purchased Assetssuch Contracts without consent of third parties; (e) Except to the extent the Univision Parties receive a credit pursuant to the determination of the proration items pursuant to Section 2.6 hereof, any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing DateEntravision Parties for Taxes; (f) any Seller Transaction ExpensesAny Liability to or in connection with the Entravision Parties’ employees (including the Station Employees) whether arising in connection with the Transactions or under Contract or otherwise, and including but not limited to wages, salaries, severance, benefits and accrued but unused vacation time, except to for Liabilities arising after the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Closing Date for any Transferred Employee; (g) any Any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except Entravision Parties for indemnification of such parties pursuant to Section 7.22, if applicableborrowed money; (h) any Any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date;Excluded Asset; and (i) any Any Liability relating with respect to any Excluded Assets, whether arising prior to, on or after the Closing DateBenefit Plan.

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision of in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does Buyers shall not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller Sellers or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller Parent shall, includingand shall cause each of its Affiliates to, without limitationpay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liability for Taxes, including any Taxes (i) relating all trade accounts payable of Sellers to third parties in connection with the ownership, possession, or use Business that remain unpaid as of the Purchased Assets Closing Date, regardless of whether they are reflected on the Interim Balance Sheet or arose in the operation ordinary course of business consistent with past practice since the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsInterim Balance Sheet Date; (b) any IndebtednessLiabilities of Seller arising or incurred in connection with the negotiation, except to preparation, investigation and performance of this Agreement, the extent that such Indebtedness is other Transaction Documents and the transactions contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (c) any Liability for (i) Taxes of the Seller arising from Sellers or related any Affiliate of Sellers, (ii) Taxes relating to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as for any Pre-Closing Tax Period; and (iii) Taxes that arise out of the Closing Date consummation of the transactions contemplated hereby or based upon that are the responsibility of Sellers pursuant to Section 6.13; (d) any actionLiabilities relating to or arising out of the Excluded Assets; (e) any Liabilities in respect of any pending or threatened Action arising out of, event, circumstance, omission relating to or condition arising otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date; (f) any Seller Transaction Expenses, except product Liability or similar claim for injury to a Person or property to the extent that such Seller Transaction Expenses are contemplated in deriving arising out of or relating to facts, circumstances or conditions existing on or prior to the Purchase Price in Closing which case such Seller Transaction Expenses shall be an Assumed Liability as if arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Sellers, or by reason of the same was specifically listed in Section 2.3improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products manufactured or sold or any service performed by Sellers; (g) any Liability recall, design defect or similar claims of any products manufactured or sold or any service performed by Sellers to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing; (h) any Liabilities of Sellers arising under or in connection with any Benefit Plan providing benefits to any present or former employee of Sellers; (i) any Liabilities of Sellers for any present or former employees, officers, directors, retirees, independent contractors or consultants of Sellers, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, workers’ compensation, severance, retention, termination or other payments; (j) any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any actions or omissions of Sellers; (k) any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets issued by the Business’ customers to a Seller on or before the Closing; (ii) did not arise in the ordinary course of business; or (iii) are not validly and effectively assigned to a Buyer pursuant to this Agreement; (l) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller Sellers (including with respect to any breach of fiduciary obligations by any such partysame), except for indemnification of such parties same pursuant to Section 7.22, if applicable8.03 as Seller Indemnitees; (hm) any Liability Liabilities under the Excluded Contracts or any stateother Contracts, provincial or local law including Intellectual Property Licenses, (i) which are not validly and effectively assigned to a Buyer pursuant to this Agreement; (ii) which do not conform to the representations and warranties with respect thereto contained in this Agreement; or (ii) to the extent such Liabilities arise out of or related to a breach by a Seller of such Contracts prior to Closing; (n) any “plant closing” Liabilities for actual or “mass layoff,” as those terms are defined in such applicable law, which may result from alleged infringement of Intellectual Property that relates to (i) the consummation of the transactions contemplated hereby Products sold or the Seller’s termination of the employment of any of its employees on or shipped by Sellers prior to the Closing Date; , (iii) the Legacy Products; including any Liabilities to indemnify Business’ customers pursuant to a Contract, arising out of or in connection with “In re Matter of Certain Optoelectronic Devices, Components Thereof, and Products Containing Same, Investigation No. 337-TA-669” or Avago Technologies Fiber IP (Singapore) Pte Ltd. v. EMCORE Corporation, No. 3:08-cv-05394 (N.D. Cal. filed December 1, 2008) or (iii) U.S. Patent No. 5,359,447, regardless of whether such Liability relating to any Excluded Assets, whether arising prior to, on accrues before or after the Closing Dateand under an Assigned Contract or an Excluded Contract; (o) any Liabilities associated with debt, loans or credit facilities of Sellers and/or the Business owing to financial institutions; (p) any Liabilities arising out of, in respect of or in connection with the failure by Sellers or any of its Affiliates to comply with any Law or Governmental Order; (q) Liabilities associated with any Benefit Plan, or any assets held in trust or otherwise relating to any Benefit Plan or the funding thereof; any insurance policy, contract, trust, third party administrator contract or other funding arrangement for any Benefit Plan; any monies held by Seller Parent or its Affiliates in any account dedicated to the payment of benefits or insurance premiums relating to any Benefit Plan, or Seller Parent’s or any Affiliate’s rights to any such assets, contracts or monies; and (r) any Liabilities arising out of, in respect of or in connection with the closure of Seller’s offices used for the Business in Taiwan.

Excluded Liabilities. Notwithstanding any other provision of anything in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, except for the Buyer does Assumed Liabilities specifically described in Section 2.3 (it being understood that if a Liability could be construed to be described in both Section 2.3 and Section 2.4, then it shall be deemed an Excluded Liability), Purchaser shall not assume or be liable for, and shall be deemed not to have assumed or be responsible to payliable for, perform or discharge (and any of the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities Sellers (collectively, the “Excluded Liabilities”), including, without limitation, the followingwhich Excluded Liabilities include: (a) any Liability for Taxesall Liabilities arising out of Excluded Assets, including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) Contracts that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an not Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer Contracts or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsAssumed Executory Contracts; (b) any Indebtednessexcept for the Assumed Liabilities described in Schedule 2.3(d), except Liabilities (whether known or unknown) arising from the sale of Products of Inventory prior to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Closing, whether pursuant to product warranties, product recalls, returns and rebates or otherwise; (c) any Liability except as provided in Article IX, all Liabilities with respect to all employee benefit plans, policies, agreements and arrangements of the Seller arising from or related to any breachSellers and their Affiliates, failure to performincluding all Employee Plans, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) and any Liability to indemnifyor in respect of, reimburse or advance amounts to arising out of or in connection with, the employment by any present of the Sellers or cessation of employment with any of the Sellers of any employees or independent contractors or former officer, member, manager, director, employee employees or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment independent contractors of any of its employees the Sellers, including any severance obligations that arise on or prior to the Closing Date; (d) except for the Assumed Liabilities described in Schedule 2.3(d), all Liabilities for (i) any Liability Taxes of Sellers (including all Liabilities for Taxes relating to the Purchased Assets) for any Excluded Assets, whether arising prior to, Tax periods (or portions thereof) ending on or after before the Closing DateDate and (ii) Transfer Taxes; (e) Liabilities incurred in the Ordinary Course of Business and existing prior to the filing of the Chapter 11 Cases that are subject to compromise under the Bankruptcy Code (the “Compromised Liabilities”); (f) any Debt of Sellers; (g) all Liabilities relating to amounts required to be paid by Sellers hereunder; (h) all Liabilities associated with brokers, finders or other consultants or advisors to Sellers entitled to a fee or reimbursement of expenses with respect to this transaction; and (i) all other Liabilities, accrued expenses, accounts payable of Seller arising from or associated with the Business or the Permits arising from events, facts or circumstances occurring before the Closing, except to the extent expressly identified as an Assumed Liability.

Excluded Liabilities. Notwithstanding any other provision of in this Agreement, any Schedule or Exhibit hereto Agreement or any Transaction Document other writing to the contrary, the Buyer does Purchaser is assuming only the Assumed Liabilities and is not assume assuming any other liability or obligation of the Parent, the Sellers or any of their affiliates (or any predecessor of the Parent, the Sellers or any prior owner of all or part of their businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Parent or the Sellers, as applicable (all such liabilities, claims and obligations not being assumed and for which the Purchaser and Southern Entities will not be responsible being herein referred to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (as the “Excluded Liabilities”), includingand, notwithstanding anything to the contrary in this Agreement, the Excluded Liabilities for the purposes of this Agreement include, without limitation, the following: (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, liability or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Sellers or any Southern Entity, or any member of any consolidated, affiliated, combined or unitary group of which any Seller pursuant to Section 6.23 or any of this Agreementthe Southern Entities is or has been a member, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if except to the same was specifically listed extent provided in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase 4.11(d) and sale of these AssetsSection 4.12 hereof; (b) any Indebtednessliability for which the Parent is responsible under Section 4.11, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3;4.12 or Section 4.13 hereof; and (c) any Environmental Liability of the Seller arising from or related to (including any breach, failure to perform, tort related contract relating to the performance ofinvestigation, violation of Lawcleanup, infringement abatement, remediation or indemnity pursuant to any Assigned Contract, similar actions in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closingconnection with Environmental Liabilities); (d) any Liability liability for or arising from out of Actions under the Fair Labor Standards Act (or related to any violation or noncompliance comparable state law) pending as of the Seller with Closing Date, including those listed on Section 1.04(d) of the Disclosure Schedule; (e) any Law applicable liability or obligation excluded pursuant to Section 4.01(C); (f) any liability or obligation relating to an Excluded Asset; (g) any liability or obligation (other than liabilities or obligations for which the Purchaser or any of the Southern Entities is responsible under Section 4.11, Section 4.12 or Section 4.13) (i) that is imposed on the Southern Business or any Southern Entity based on a consolidated group liability or a similar principle of liability where such liabilities are primarily attributable to the Seller, Parent or (ii) that does not arise out of the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable;; and (h) any Liability under any stateliability relating to the CN States including the Aggregate CN Net Real Estate Liability, provincial or local law with respect other than, if the CN Trigger has occurred prior to any “plant closing” or “mass layoff,” as those terms are defined in such applicable lawClosing, which may result from the consummation 50% of the transactions contemplated hereby Aggregate CN Net Real Estate Liability. For the avoidance of doubt, the occurrence of an Excluded Liability item (for example taxes) on the Balance Sheet, the Related Financials, the Audited Financial Statements or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Unaudited Quarterly Financial Statements does not mean that such item is not an Excluded Assets, whether arising prior to, on or after the Closing DateLiability.

Excluded Liabilities. Notwithstanding any other provision of this AgreementExcept for the Assumed Liabilities, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does shall not assume and under no circumstances shall not Buyer be responsible obligated to paypay or assume, perform and neither the Assets nor any other assets of Buyer shall be or discharge (and the Seller shall retainbecome liable for or subject to any liability, payindebtedness, perform commitment, or obligation of Sellers, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitation, the followingfollowing Excluded Liabilities: (a) any Liability for Taxesdebt, including any Taxes (i) relating to the ownershipobligation, possession, expense or use liability of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) Sellers that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become is not an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsLiability; (b) any Indebtedness, except claims or potential claims for medical malpractice or general liability arising from events that occurred prior to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Effective Time; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, those claims and obligations (if any) specified in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingSchedule 1.4 hereto; (d) any Liability liabilities associated with or arising from or related to out of any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Excluded Assets; (e) any Liability arising from liabilities or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as obligations of the Closing Date or based upon any action, event, circumstance, omission or condition arising Sellers in respect of periods prior to the Closing DateEffective Time arising under the terms of the Medicare, Medicaid, TriCare/CHAMPUS, Blue Cross, or other third party payor programs, and any liability arising pursuant to the Medicare, Medicaid, TriCare/CHAMPUS, Blue Cross, or any other third party payor programs as a result of the consummation of any of the transactions contemplated under this Agreement; (f) any Seller Transaction Expensesliability or obligation of Sellers for Taxes, except including, without limitation, (i) any Taxes arising as a result of Sellers’ operation of the Hospital or ownership of the Assets prior to the extent that such Seller Transaction Expenses Effective Time, (ii) any property Taxes which are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability obligation of Sellers pursuant to Section 1.9, and (iii) any liability of Sellers for the unpaid Taxes of any individual, entity or other party under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign law), as if the same was specifically listed in Section 2.3a transferee or successor, by contract, or otherwise; (g) liability for any Liability and all claims by or on behalf of Sellers’ employees relating to indemnifyperiods prior to the Effective Time including, reimburse without limitation, liability for any severance payments, pension, profit sharing, deferred compensation, or advance amounts any other employee health and welfare benefit plans, liability for any EEOC claim, ADA claim, FMLA claim, wage and hour claim, unemployment compensation claim, or workers’ compensation claim (provided, however, that this clause (g) shall not apply to any present or former officer, member, manager, director, and all employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such partybenefits constituting Assumed Liabilities), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under obligation or liability accruing, arising out of, or relating to any statefederal, provincial state or local law investigations of, or claims or actions against, Sellers or any of their Affiliates or any of their employees, medical staff, agents, vendors or representatives with respect to any “plant closing” acts or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or omissions prior to the Closing DateEffective Time; (i) any Liability civil or criminal obligation or liability accruing, arising out of, or relating to any Excluded Assetsacts or omissions of Seller, whether their Affiliates or their directors, officers, employees and agents claimed to violate any constitutional provision, statute, ordinance or other law, rule, regulation, interpretation or order of any Governmental Entity (as defined in Section 3.8); (j) liabilities or obligations arising as a result of any breach by Sellers at any time of any contract or commitment that is not assumed by Buyer; (k) liabilities or obligations arising out of any breach by Sellers prior toto the Effective Time of any Contract; (l) any recoupment with respect to periods prior to Closing in connection with audits performed by Zone Program Integrity Contractors, on Medicare Recovery Audit Contractors, or other contractors or auditors pursuant to authority delegated by The Centers for Medicare and Medicaid Services (“CMS”), the OIG, or state agencies; (m) any liabilities or obligations relating to information requests, proceedings, subpoenas or production requests brought or made by third parties with respect to the compliance prior to Closing of any of the Assets (to the extent such Assets are not modified, altered or reconstructed after the Closing) with the requirements of the Americans with Disabilities Act, as amended, and Section 504 of the Rehabilitation Act of 1973; (n) any liabilities or obligations relating to or arising from any Environmental Condition relating to any of the Assets occurring or in existence prior to the Closing Dateor any noncompliance by Sellers, or any Affiliate of Sellers, with respect to any Environmental Law; and (o) any debt, obligation, expense, or liability of Sellers arising out of or incurred solely as a result of any transaction of Sellers occurring after the Effective Time or for any violation by Sellers of any law, regulation, or ordinance at any time. Sellers hereby acknowledge and agree that they are retaining, and are liable for, the Excluded Liabilities, and shall pay, discharge and perform all such Excluded Liabilities promptly when due.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, Agreement express or implied to the contrary (and without any Schedule implication that Purchaser is assuming any Liability of the Sellers or Exhibit hereto the Business or any Transaction Document Liability related to any of the contraryPurchased Assets not expressly excluded), the Buyer does Purchaser is not assume assuming or becoming obligated in any way in respect of, and shall not be responsible required to pay, perform perform, undertake or discharge (and the Seller shall retaindischarge, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than that are not specifically included in the Assumed Liabilities (the “Excluded Liabilities”). The Sellers shall pay, includingperform or discharge when due or required to be performed or discharged, or contest in good faith, the Excluded Liabilities. The Excluded Liabilities shall include, without limitation, the following: (a) any Liability for Taxesall Liabilities related to, including any Taxes (i) relating to the ownershipassociated with, possessionarising out of, or use of incurred in connection with the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Excluded Assets; (b) any Indebtednessall Liabilities related to, except to associated with, or arising out of the extent that such Indebtedness is contemplated Seller Chargebacks and the Seller Returns in deriving excess of aggregate reserves reflected in the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Closing Date Balance Sheet; (c) all Liabilities related to, associated with, or arising out of any Liability Contract that is (i) not a Purchased Asset or (ii) a Purchased Asset that is not set forth in any of Sections 2.1(i), 2.3(a)(ii) (as such Section 2.3(a)(ii) of the Seller arising from or related to any breachSellers’ Disclosure Schedule is updated in accordance with Section 2.3(a)(ii) and Section 5.18), failure to perform3.17(a), tort related to 3.17(b) (as such Section 3.17(b) of the performance of, violation Sellers’ Disclosure Schedule is updated in accordance with Section 5.18 hereof) and 3.21(b) of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingSellers’ Disclosure Schedule; (d) all Liabilities related to, associated with, or arising out of any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased AssetsEmployment Agreement; (e) any Liability all Liabilities related to, in connection with, or arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing DateSEC Reports; (f) all Liabilities based on any Seller Transaction Expensesactual or alleged defect in the design, except manufacture, quality, conformity to specification or fitness for purpose of any product manufactured, sold or distributed (including, without limitation, the extent that such Seller Transaction Expenses are contemplated Inventory and the Excluded Inventory) by, or for, the Sellers, or any service provided by the Sellers and/or the Business, before the Closing Date, including, without limitation, all product Liability, product warranty Liabilities and all Liabilities in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3respect of product recalls or product warnings (including, without limitation, product labeling, product disclosure, voluntary recalls and warnings reasonably intended to avoid or mitigate Liability); (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicableall Pre-Closing Environmental Liabilities; (h) any Liability under any stateall Liabilities for income Taxes, provincial franchise Taxes or local law with respect other Taxes based on income, revenue or gross receipts, and all Liabilities for or relating to other Taxes to the extent the other Taxes arise from or relate to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from period ending prior to the consummation Closing Date and the portion attributable to any a Straddle Period that is allocable to the portion of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees taxable period ending on or prior to the Closing Date; (i) all Liabilities related to, associated with, or arising out of any Liability relating breach or default, failure to perform and overcharges or underpayments, in each case arising from events or actions prior to the Closing under the Purchased Contracts (including, without limitation, any Excluded AssetsLicenses); (j) all Liabilities related to, associated with, or arising out of any employment or other service arrangement by or with the Sellers or any of their respective Affiliates (including, without limitation, all Seller Plans) for all periods prior to and including the Closing Date (other than the COBRA responsibilities expressly provided for in Section 5.10(b)), including, without limitation, any amounts payable as compensation, bonuses, expense reimbursements and indemnification; (k) all legal, accounting, brokerage, investment banking and finder’s fees or other fees and expenses incurred by or on behalf of the Sellers or any of their respective Affiliates in connection with this Agreement and the transactions contemplated hereby; (l) all Liabilities related to, associated with, or arising out of the matters described in Items 1 and 2 of Section 3.11 of the Sellers’ Disclosure Schedule or in Section 2.4(l) of the Sellers’ Disclosure Schedule; and (m) all Liabilities related to, associated with or arising out of any action, claim, suit or proceeding with respect to the operation of the Business prior to the Closing, whether arising such action, claim, suit or proceeding is brought prior to, on or after the Closing DateClosing.

Excluded Liabilities. Notwithstanding The Buyer shall not assume or be responsible for the performance of any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contraryfollowing Liabilities (collectively, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following:"EXCLUDED LIABILITIES"): (a) any Liability for Taxes, including any Taxes (i) relating to of the ownership, possession, Seller in respect of or otherwise arising from the operation or use of the Purchased Excluded Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation any other assets of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these are not Acquired Assets; (b) any IndebtednessLiability of the Seller including, except to without limitation, any Environmental Liability, in respect of or otherwise arising from the extent that such Indebtedness is contemplated in deriving exercise of the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Reserved Easements; (c) any Liability relating to the treatment, disposal, storage, discharge, Release, recycling or the arrangement for such activities at, or the transportation to, any Offsite Disposal Facility, by the Seller, prior to the Closing Date, of Hazardous Substances that were generated at the Sites, PROVIDED that for purposes of this Section, "Offsite Disposal Facility" does not include any location to which Hazardous Substances disposed of or Released at the Acquired Assets have migrated; (d) any Liability of the Seller arising from the making or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement this Agreement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business a Related Agreement or the Purchased Assetstransactions contemplated hereby or thereby; (e) any Liability arising from of the Seller in respect of payment obligations for goods delivered or related services rendered prior to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission other Liabilities under contracts or condition arising prior leases which the Buyer has not assumed pursuant to the Closing DateSection 2.3(b); (f) any Liability which is or would be required to be accrued by the Seller Transaction Expenseson a balance sheet of the Seller as of the Closing Date prepared in accordance with GAAP, except to the extent that such Seller Transaction Expenses other than those Liabilities which are contemplated expressly set forth as Assumed Liabilities in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Sections 2.3(a), (b) and (c) hereof; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect arising out of any Employee Benefit Plan established or maintained by the Seller or to which the Seller contributes or any breach Liability for the termination of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicableEmployee Benefit Plan; (h) any Liability of the Seller for any compensation or any benefits, including, without limitation, vacation pay, severance pay, post-retirement benefits and COBRA coverage, accruing on or prior to the Closing Date under the terms or provisions of any stateSeller Employee Benefit Plan, provincial the Collective Bargaining Agreement or local law with respect any other agreement, plan, practice, policy, instrument or document relating to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or Acquired Assets Employees, other than the Seller’s termination Liabilities expressly assumed by the Buyer under Section 5.7; (i) any Liability of the employment Seller relating to any cause of action against the Seller filed with or pending before any court or administrative agency on the Closing Date; (j) any Liability of its employees the Seller for any fines or penalties imposed by a Governmental Authority resulting from (x) any investigation or proceeding pending on or prior to the Closing Date or (y) illegal acts or willful misconduct of the Seller on or prior to the Closing Date; (ik) any Environmental Liability to the extent such Environmental Liability arises out of or relates to any Governmental Authority's allegation and investigation of any criminal violations of Environmental Laws by the Seller of which the Seller has received formal written notification from such Governmental Authority on or prior to the Closing Date; (l) any Environmental Liability to the extent such Environmental Liability derives from the same facts which form the basis of a conviction of, or plea of NOLO CONTENDERE by, the Seller for a violation of Environmental Laws which conviction or plea arises out of a Governmental Authority's investigation of criminal violations of Environmental Laws by the Seller of which the Seller receives formal written notification from such Governmental Authority on or before the sixth anniversary of the Effective Date; and (m) any Liability relating in respect of Taxes attributable to any Excluded Assets, whether arising prior to, the Acquired Assets for taxable periods ending on or after before the Closing DateDate as such Taxes are to be pro rated in accordance with Section 2.8, except those Taxes for which the Buyer is liable pursuant to Section 8.

Excluded Liabilities. Notwithstanding any other provision Seller shall be solely liable for all liabilities and obligations to the extent arising from, or to the extent arising in connection with, ownership of the Assets or to the operation of the Business prior to the Closing Date, whether or not reflected on its books and records. Neither Buyer nor its Affiliates will assume by virtue of this AgreementAgreement or the transactions contemplated hereby or otherwise, and will have no liability for, any Schedule obligations and liabilities of (and Seller and its Affiliates and their respective direct or Exhibit hereto indirect subsidiaries shall retain and remain solely liable for and obligated to discharge), all of their debts, contracts, agreements, commitments, obligations and other liabilities of any nature whatsoever, whether known or any Transaction Document unknown, accrued or not accrued, fixed or contingent, not expressly assumed by Buyer pursuant to the contrary, the Buyer does Assumption Agreement (all such liabilities and obligations not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (being assumed being herein called the “Excluded Liabilities”), including, including without limitation, the following: (a) Any liability for breaches of any Liability and every contract or any other instrument, or purchase order or any liability for Taxespayments or amounts due under any contract, including agreement, lease, license, commitment or any Taxes (i) relating other instrument, contract, document or purchase order to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability extent related to the purchase Business excluding however, this Agreement and sale all other contracts or instruments entered into among the Parties related to the transactions contemplated by this Agreement or resulting from any breach of these Assetsany such contract or other instrument by Buyer or its Affiliates; (b) Any liability or obligation for Taxes attributable for any Indebtednessperiod, except or attributable to or imposed upon the extent that such Indebtedness is Client Accounts for any period (or portion thereof) through the Closing Date, including, without limitation, any Taxes attributable to Seller or its Affiliates or arising from the transactions contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3by this Agreement; (c) Any liability or obligation for or in respect of any Liability loan, other indebtedness for money borrowed, or account payable including any such liabilities owed to Affiliates of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingSeller; (d) Any liability or obligation arising as a result of any Liability arising from legal or related equitable action or judicial or administrative proceeding initiated at any time, to the extent relating to any violation action or noncompliance omission by or on behalf of the Seller with or any Law applicable to the Sellerand all of its Affiliates and their respective direct or indirect subsidiaries, the Business including, without limitation, any liability for violations of federal or the Purchased Assetsstate securities or other Laws; (e) any Liability arising from Any liability or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior obligations to the Closing Dateextent relating to Seller’s agreements with Registered Representatives and Investment Advisory Representatives; (f) Any liability or obligation arising out of any “employee benefit plan,” as such term is defined by ERISA or related to other Plans of Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3or its Affiliates; (g) Any liability or obligation for making payments of any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent kind (including as a result of the Seller (including with affiliation of Registered Representatives or Investment Advisor Representatives or as a result of the termination of employment of employees, or other claims arising out of the terms and conditions of employment, or for vacation or severance pay or otherwise) to employees of Seller, its Affiliates and their respective direct and indirect subsidiaries, or in respect to any breach of fiduciary obligations by any such party)payroll taxes for employees of Seller, except for indemnification of such parties pursuant to Section 7.22, if applicableits Affiliates and their respective direct and indirect subsidiaries; (h) Any liability or obligation for making payments of any Liability under any state, provincial or local law kind with respect to any “plant closing” the Client Accounts, whether to customers or “mass layoff,” as those terms are defined in other third parties, where such applicable law, which may result from the consummation of the transactions contemplated hereby liability or the Seller’s termination of the employment of any of its employees on obligation was incurred or arose prior to the Closing Date; (i) any Liability relating to Any liabilities or obligations in respect of any Excluded Assets; and (j) Any liability or obligation of Seller incurred in connection with the making or performance of this Agreement and the transactions contemplated hereby including, whether arising prior but not limited to, on any liability or after obligation related to the Closing Datefailure to secure any necessary authorizations from any Governmental Entity.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller or its Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain liabilities and obligations of Seller and/or its Subsidiaries, as applicable (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Excluded Liabilities include, including, without limitationbut are not limited to, the following: (a) any Liability liability or obligation of Seller or any of its Subsidiaries for Taxespersonal injury or tort, including any Taxes (i) relating or similar causes of action, to the ownershipextent arising out of, possessionassociated with, relating to, or use incurred in connection with the ownership of the Purchased Assets or the operation of the Business at or prior to the Closing and Closing; provided that the foregoing shall not include any such liabilities or obligations arising under or relating to any Environmental Matters (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, other than as provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets2.04(d)); (b) any Indebtednessliability or obligation of Seller, or any member of any consolidated, affiliated, combined or unitary group of which Seller is or has been a member, for Taxes (including liabilities for Taxes allocated to Seller under Article 8 and except to the extent explicitly assumed in Section 2.03); provided that such Indebtedness is Transfer Taxes incurred in connection with the transactions contemplated in deriving the Purchase Price in which case such Indebtedness by this Agreement and Apportioned Obligations shall be an Assumed Liability as if borne and paid in the same was specifically listed manner set forth in Section 2.38.01 hereof; (c) any Liability of the Seller arising from liability or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case obligation to the extent such Liability is based upon associated with or relating to an Excluded Asset (including any action, event, circumstance, omission or condition which first occurred at or prior to Closingliability incurred in connection with Seller’s removal of the Excluded Assets); (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased AssetsExcluded Environmental Liabilities; (e) all of Seller’s or its Subsidiaries’ obligations arising under any Liability outstanding payable arising from prior to Closing between the Seller or related to any Action against the Seller, of its Subsidiaries in respect of the Business, on the Purchased Assets one hand, and Seller or the Assumed Liabilities pending as any Affiliate of the Closing Date Seller in respect of any other business, division, group or based upon any actionfunction, event, circumstance, omission or condition arising prior to on the Closing Dateother hand; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed provided in Section 2.3;2.03(h) or Section 2.03(i), all liabilities and obligations with respect to, or relating to, the Business Employees or any current or former employee of Seller or its Affiliates (including, without limitation, all liabilities and obligations arising from any Transferred Employee’s employment by Seller or its Affiliates or the termination of such employment and including all Retained Union Employee Benefit Liabilities); provided, that the foregoing liabilities and obligations shall not include any Assumed Environmental Liabilities; and (g) except as provided in Section 2.03(i), all liabilities and obligations with respect to, or relating to, any Liability Employee Plan or any other pension, profit sharing, stock bonus, stock option, thrift or other retirement plan, medical, hospitalization, dental, life, disability, vacation or other insurance or benefit plan, employee stock ownership plan, deferred compensation, stock ownership, stock purchase, bonus, benefit or other incentive plan, severance plan or other employee benefit plan relating to indemnifySeller, reimburse its Affiliates or advance amounts to any present their respective current or former officeremployees, member, manager, director, employee or agent of the Seller (including under or with respect to which Seller or its ERISA Affiliates have or may have any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial obligation or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Dateliability.

Excluded Liabilities. Notwithstanding Without implication that Purchaser is assuming any other provision liability not expressly excluded by this Section 2.3 and without implication that any of the following would constitute Assumed Liabilities but for the provisions of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrarySection 2.3, the Buyer does not assume following claims against and liabilities of Seller are excluded and shall not be responsible to payassumed or discharged by Purchaser: (a) trade or other accounts payable as of the Closing Date, perform of any type or discharge nature (the "Accounts Payable"); (b) any liabilities for legal, accounting, audit and investment banking fees, brokerage commissions, and any other expenses incurred by Seller in connection with the negotiation and preparation of this Agreement and the sale of the Purchased Assets to Purchaser; (c) any liabilities of Seller shall retainfor Federal, paystate or local taxes; (d) any liability for or related to indebtedness of Seller to banks, perform financial institutions, securities- holders or otherwise discharge without recourse other persons or entities (or their agents, trustees, or representatives) with respect to borrowed money; (e) any liabilities of Seller to the Buyerextent that their existence or magnitude constitutes or results in a breach of a representation, warranty or covenant made by Seller to Purchaser herein, or makes the information contained in any Schedule attached hereto, materially incorrect; (f) any Liabilities liabilities of Seller under those leases, contracts, insurance policies, sales orders, purchase orders, service or supply agreements, commitments or other obligations, which are not accepted by and assigned to Purchaser in accordance with the provisions of Sections 1.2(d), (g), (j) and (o) of this Agreement; (g) any liabilities of Seller under collective bargaining agreements pertaining to employees of Seller; any liabilities of Seller to pay severance benefits to employees of Seller whose employment is terminated prior to the Closing Date or in connection with the sale of the Seller Purchased Assets pursuant to the provisions hereof; or any liability under ERISA (as herein defined) or any Federal or state civil rights or similar law, resulting from the termination of its Affiliates employment of employees; (h) liabilities for returns, refunds or allowances arising out of or with respect to customer complaints or disputes which accrued (i.e., were based on goods or services provided) prior to the Closing Date, whether required by a governmental body or otherwise; (i) any kind claims against or nature whatsoever other than the Assumed Liabilities liabilities of Seller for injury to or death of persons or damage to or destruction of property (the “Excluded Liabilities”)including, without limitation, any worker's compensation claim) regardless of when said claim or liability is asserted, including, without limitation, any claim or liability for consequential or punitive damages in connection with the following:foregoing; (aj) any Liability liabilities under or for Taxescontributions to any employee benefit plans, including multi-employer pension plans (each as defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) or under any Taxes other employee welfare or benefit plans to which Seller contributes on behalf of any employees, or with respect to any health, medical, dental, or disability benefits for any of Seller's employees; (ik) relating any liabilities (whether asserted before or after Closing) for or arising in connection with any misfeasance or malfeasance of Seller or its agents in the conduct of the Business, or any breach of a representation, warranty, or covenant, or for any claim for indemnification, contained in any Permit or contract, agreement, lease or commitment referred to in Section 2.2 hereof to the ownershipextent that such liability, possession, breach or use claim arose out of the Purchased Assets or the operation by virtue of the Business at Seller's performance or nonperformance thereunder on or prior to the Closing Date, it being understood that, as between Seller and Purchaser, this paragraph (iik) that are the obligation shall apply notwithstanding any provisions which may be contained in any form of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice consent to the other Party. These assignment of any such contract or document, or any novation agreement, which, by its terms, imposes such liabilities specifically excluded upon Purchaser and which assignment or novation agreement is accepted by Purchaser notwithstanding the presence of such a provision, and that Seller's failure to discharge any tax such liability related shall entitle Purchaser to indemnification in accordance with the purchase and sale provisions of these AssetsArticle VIII hereof; (bl) any Indebtednessliabilities of Seller incurred in connection with the transfer of the Purchased Assets hereunder, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3including without limitation, and Federal, state or local income, transfer or other tax; (cm) any Liability of the Seller arising from or related to liabilities under any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller employment contracts with any Law applicable of Seller's employees, or for salaries, wages, bonuses, vacation pay, incentive compensation, severance pay or other compensation which are otherwise owed to the employees of Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising accrued prior to the Closing Date; (fn) any liabilities arising out of or in connection with any violation by Seller Transaction Expensesof a statute or governmental rule, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3regulation or directive; (go) any Liability liability of Seller under or in connection with any litigation to indemnify, reimburse which Seller is or advance amounts may hereafter become a party; (p) any liabilities to any present or former officerof Seller's Affiliates, memberincluding without limitation, manager, director, employee or agent of the Seller (including any management agreement(s) with respect to the Business or any breach portion thereof; and (q) without limitation by the specific enumeration of fiduciary obligations the foregoing, any liabilities not expressly assumed by any such party), except for indemnification of such parties Purchaser pursuant to the provisions of Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Date2.2.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the The Buyer does shall not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). The Seller shall, includingand shall cause each of its Affiliates to, without limitationpay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation Liabilities of the Seller pursuant to Section 6.23 arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to Transaction Documents and the purchase transactions contemplated hereby and sale thereby, including, without limitation, fees and expenses of these Assetscounsel, accountants, consultants, advisers and others; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; for (ci) any Liability Taxes of the Seller arising from (or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement stockholder or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance Affiliate of the Seller with Seller) including any Law applicable Taxes relating to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as for any Pre-Closing Tax Period, (ii) Taxes of the Closing Date Seller that arise out of the consummation of the transactions contemplated hereby or based upon that are the responsibility of the Seller pursuant to Section 6.14, or (iii) any actionTaxes of Seller (or any stockholder or Affiliate of the Seller) of any kind or description (including any Liability for Taxes of the Seller (or any stockholder or Affiliate of the Seller) that becomes a Liability of the Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (c) any Liabilities relating to or arising out of the Excluded Assets; (d) any Liabilities in respect of any pending or threatened Action arising out of, event, circumstance, omission relating to or condition arising otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date; (e) any product Liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by the Seller, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by the Seller; (f) any Seller Transaction Expensesrecall, except to design defect or similar claims of any products manufactured or sold or any service performed by the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Seller; (g) any Liability Liabilities of the Seller arising under or in connection with any Benefit Plan providing benefits to any present or former employee of the Seller; (h) subject to Section 6.24 with regard to the ▇▇▇▇▇ Debt Obligation, any Liabilities of the Seller for any present or former employees, officers, directors, retirees, independent contractors or consultants of the Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments; (i) any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any actions or omissions of the Seller; (j) any trade accounts payable of the Seller (i) to the extent not accounted for on the Interim Balance Sheet, (ii) which constitute intercompany payables owing to Affiliates of the Seller, (iii) which constitute debt, loans or credit facilities to financial institutions, or (iv) which did not arise in the ordinary course of business; (k) any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets issued by the Business’ customers to the Seller on or before the Closing, (ii) did not arise in the ordinary course of business, or (iii) are not validly and effectively assigned to the Buyer pursuant to this Agreement; (l) any Liabilities related to or arising out of any dispute or claim by or among the Seller, any stockholder of the Seller, or any officer or director of the Seller, including but not limited to any dispute or claim alleging or involving a breach of fiduciary duty of any Person; (m) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such partysame), except for indemnification of such parties same pursuant to Section 7.22, if applicable8.03 as the Seller Indemnitees; (hn) any Liability Liabilities under the Excluded Contracts or any stateother Contracts, provincial including Intellectual Property Agreements, (i) which are not validly and effectively assigned to the Buyer pursuant to this Agreement; or local law (ii) except as set forth in Section 2.03(b), to the extent such Liabilities arise out of or relate to a breach by the Seller of such Contracts prior to Closing; (o) any Liabilities associated with respect to any “plant closing” debt, preferred securities, loans or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation credit facilities of the transactions contemplated hereby Seller and/or the Business owing to financial institutions or any other Person; and (p) any Liabilities arising out of, in respect of or in connection with the Seller’s termination of failure by the employment of Seller or any of its employees on Affiliates to comply with any Law or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateGovernmental Order.

Excluded Liabilities. Notwithstanding the provisions of Section 2.3 or any other provision of this Agreement, any Schedule or Exhibit hereto hereto, the Seller Disclosure Letter or any Transaction Document Ancillary Agreement to the contrary, and regardless of any disclosure to the Buyer, except for the Assumed Liabilities, the Buyer does shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities and all liabilities or obligations of the Seller or any of and its Affiliates of any kind kind, character or nature whatsoever other than the Assumed Liabilities description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, and currently existing or hereinafter arising (the “Excluded Liabilities”), including, without limitation, including the following: (a) any Liability for Taxes, including any Taxes (i) relating all Taxes arising before or after the Closing, to the ownershipwhich Seller or any of its Affiliates is subject, possession, directly or use of the Purchased Assets or the operation of the Business at or prior to the Closing indirectly and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice attributable to the other Party. These liabilities specifically excluded Business or the Purchased Assets for any tax liability related to the purchase and sale of these AssetsPre-Closing Tax Period; (b) any Indebtednessliability pursuant to any Environmental Law arising from or related to any action, except to event, circumstance or condition occurring or existing on or prior the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Closing Date; (c) any Liability liability not expressly assumed by the Buyer pursuant to Section 5.7 arising in respect of or relating to Business Employees, any other current or former employees of the Seller or any Employee Plan, including any accrued bonuses for the Transferring Employees for calendar year 2018 to the extent not reflected in the Closing Balance Sheet and any and all liabilities in respect of or relating to Business Employees or other employees of the Seller that are not Transferring Employees; (d) any liabilities related to the Owned Real Property and Leased Real Property, whether arising prior to, on or after the Closing Date; (e) any Indebtedness other than as set forth in Section 2.3(b); (f) any liability arising from or related to any breach, failure to perform, tort torts related to the performance of, violation violations of Law, infringement infringements or indemnity indemnities under, guaranties pursuant to and overcharges or underpayments under, any Assigned Contract, in each case Assumed Contract prior to the extent such Liability is based upon any actionClosing Date (or an event that, eventwith notice or lapse of time or both, circumstancewould become the same) or which arises from facts, omission circumstances, events, conditions or condition which first actions that occurred at or existed on or prior to Closingthe Closing (collectively, “Pre-Closing Contract Liabilities”); (dg) any Liability liability arising from or related to any violation compliance or noncompliance of on or prior to the Seller Closing Date with any Law applicable to the Seller, any of its Affiliates, the Business or the Purchased AssetsAssets or which arises from facts, circumstances, events, conditions or actions that occurred or existed on or prior to the Closing; (eh) any Liability liability arising from or related to any Action against the Seller, any of its Affiliates, the Business, Business or the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission condition or condition action arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent or that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability occurred or existed as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating liability arising from or related to any Action with respect to any Excluded Assets, whether arising prior to, on or after the Closing Date; (j) any Transaction Expenses; (k) any liabilities or obligations of the Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Agreements, the Accessories Supply Agreement, the Generator Supply Agreement, the Retained IP License Agreement and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (l) any liability of the Seller or its Affiliates for warranty claims for Products manufactured or sold prior to the Closing Date; (m) any liability to indemnify, reimburse or advance amounts to any present or former Representative of the Seller or any of its Affiliates (including with respect to any breach of fiduciary obligations by any such party); (n) all accounts payable or other accrued and unpaid current expenses arising out of or relating to the operation or conduct of the Business outstanding as of the Closing Date; and (o) any liability or obligation relating to an Excluded Asset, the Retained Business or any other business of the Seller or its Affiliates other than the Business, whether arising prior to or after the Closing Date.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not pursuant to this Agreement or otherwise assume, or otherwise be responsible to payfor, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Sellers that are not Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitation, including the following: (a) any Liability for Taxes, including any Taxes (i) relating to all Liabilities arising out of the ownership, possession, use or use operation of the Purchased Business or the Acquired Assets prior to the Closing, including all Liabilities for infringement, misappropriation or violation of any third party Intellectual Property or other rights relating to the operation of the Business at or the ownership, use or license of the Acquired Intellectual Property prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsClosing; (b) any Indebtednessand all Liabilities of any Seller, except to whether arising before, on or after the extent that such Indebtedness is contemplated in deriving date hereof, resulting from or arising out of the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if past, present or future ownership or use of any of the same was specifically listed in Section 2.3Excluded Assets; (c) all Liabilities of the Sellers to any current or former equityholder of the Sellers, including any Liability to distribute to any such equityholder or otherwise apply all or any part of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingPurchase Price; (d) all Liabilities in respect of any Liability arising from Action against the Sellers (i) which shall have been asserted prior to the Closing or (ii) the basis of which shall have arisen out of, is related to any violation or noncompliance is in respect of the Seller with any Law applicable periods prior to the Seller, the Business or the Purchased AssetsClosing; (e) all Indebtedness of any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) all Liabilities for (i) any Taxes of the Sellers (other than (a) Taxes imposed on the Acquired Assets with respect to a Post-Closing Tax Period, or (b) TSM Taxes attributable to the TSM Pre-Closing Tax Period for which Buyer is liable under the Marketing Agreement), including any Liability of any Seller Transaction Expensesfor the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, except local or foreign Law), as a transferee or successor, by Contract or otherwise, (ii) any Taxes with respect to the extent Pre-Closing Tax Period as a result of the operation of the Business or ownership or use of the Acquired Assets, including for the avoidance of doubt but not limited to, occupancy taxes or any taxes imposed on or related to providing, facilitating or otherwise involving the provision of hotel or room accommodations, lodging, or other similar services by any Governmental Authority, and including the Property Taxes allocated to the Sellers pursuant to Section 5.3(c), but excluding any TSM Taxes attributable to the TSM Pre-Closing Tax Period for which Buyer is liable under the Marketing Agreement, (iii) any TSM Taxes attributable to the TSM Pre-Closing Tax Period for which a Seller is liable under the Marketing Agreement, (iv) any Transfer Taxes required to be paid by any Seller pursuant to Section 5.3(h) and (v) any Taxes that such Seller Transaction Expenses are contemplated in deriving result from the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if sale of the same was specifically listed in Section 2.3Acquired Assets; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent all intercompany payables of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicableSellers; (h) all accounts payable of the Sellers; (i) all Liabilities arising out of or relating to the refund, adjustment, allowance, rebate or exchange in respect of, any Liability under product marketed or sold or service performed by any stateSeller, provincial arising prior to the Closing; (j) all Liabilities for or local law with respect otherwise relating to any “plant closing” fees, costs and expenses (including fees, costs and expenses of legal counsel, accountants, investment bankers, brokers or “mass layoff,” as those terms are defined other Representatives and appraisal fees, costs and expenses) incurred or payable by any Seller in connection with the negotiation and execution of this Agreement and the Ancillary Agreements, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby (including any such applicable lawamounts required to be paid to any third party in connection with obtaining any consent, which may result from waiver or approval required to be obtained in connection with the consummation of the transactions contemplated hereby or the Seller’s termination thereby), in each case irrespective of the employment of whether any of its employees on or such fees, costs and/or expenses have been billed prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, date hereof or will become payable or be billed on or after the Closing Datedate hereof; (k) all Liabilities relating to or arising in connection with any Default under any Assumed Contract occurring prior to the Closing; (l) all Excluded Employee Liabilities; and (m) the Liabilities set forth on Schedule 1.4(m).

Excluded Liabilities. Notwithstanding any other provision of anything to the contrary in this Agreement, any Schedule none of the AC Venture Companies shall assume or Exhibit hereto or any Transaction Document to the contrarybecome responsible for, the Buyer does not assume and shall not be deemed to have assumed or to have become responsible to payfor, perform or discharge (and the Seller ADA-ES shall retainretain and assume, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (such Liabilities, the “Excluded Liabilities”), including, without limitation, including the following: (a) any Liability for Taxesall Liabilities or obligations of the ADA-ES Entities to the extent arising out of, including any Taxes (i) resulting from or relating to the ownership, possession, or use any Excluded Asset; (b) all Liabilities of the Purchased Assets ADA-ES Entities to the extent arising out of, resulting from or the operation relating to any of the Other Businesses; (c) all Liabilities with respect to the employees, officers, directors and consultants of the ADA-ES Entities, except to the extent arising from a Business Contract expressly assumed by an AC Venture Company pursuant to the Contribution and Assumption Agreement; and (d) all Liabilities with respect to Benefit Plans of ADA-ES; (e) all Liabilities associated with or arising from ADA-ES’s obligations under this Agreement or any of the Operative Agreements; (f) all Liabilities arising from the breach, noncompliance or default at any time on or prior to the Closing and (ii) that are the obligation Date of any term, covenant or provision of any of the Seller pursuant to Section 6.23 of this AgreementReal Property Leases, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer Personal Property Leases, Business Contracts or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsBusiness Licenses; (bg) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed all other Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising due and payable prior to the Closing Date; (fh) all Liabilities arising from any Seller Transaction Expensesviolation of or default under, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent failure of the Seller (including with respect Business to be operated in compliance with, applicable Laws at any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees time on or prior to the Closing Date; (i) all Liabilities in respect of any Liability of the Real Property Leases, Personal Property Leases, Business Contracts or Business Licenses that would be included in the Underlying Assets or the ADA-ES Contributed Assets but for the provisions of Section 1.8 (Third-Party Consents); (j) all Liabilities incurred in connection with obtaining any consent, authorization or approval in connection with the consummation of the Transactions; (k) all Liabilities for Taxes of the ADA-ES Entities (other than Taxes assumed by the AC Venture Companies pursuant to Section 5.2(b) (Tax Cooperation; Allocation of Taxes) and Taxes of the AC Venture Companies arising after the Closing Date); (l) all Liabilities of the ADA-ES Entities with respect to brokers’ fees and expenses or similar fees and expenses contemplated by Section 4.22 (Brokers, Etc.), including all Liabilities arising out of or related to the Credit Suisse Letter other than the 1.875% Debt Financing Fee payable upon the closing of the credit facility in respect of the first line of the Red River Project pursuant to Section 5(a) thereof (the “Debt Financing Fee”). (m) all Liabilities arising out of or relating to any Excluded Assetsthat certain Repayment Agreement (DE-FR26–04NT42059), whether arising prior todated April 6, 2004, by and between the United States Department of Energy and ADA-ES, including Revision M001 thereto and the Toxecon Sorbent Sales Repayment Agreement, dated February 18, 2004, by and among Norit Americas Inc., ADA-ES and ADA Environmental Solutions, LLC (except the payment obligation set forth in subparagraph (3) of Revision M001 thereto to be assumed by the Development Company on or after the Closing Date). (n) all Losses and other Liabilities arising out of, resulting from or relating to (i) any Existing Actions or Proceedings, (ii) Actions or Proceedings brought by or against ADA-ES exclusively related to the Other Businesses and (iii) Actions or Proceedings arising out of or relating to the relationship between ADA-ES and Calgon Carbon Corporation, including that certain Memorandum of Understanding dated March 20, 2007, by and between Calgon Carbon Corporation and ADA-ES. ADA-ES shall indemnify the AC Venture Companies against any loss, cost or liability arising out of the Excluded Liabilities.

Excluded Liabilities. Notwithstanding any other provision of this AgreementExcept as expressly provided in Section 2.3 above, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does shall not assume and shall or be liable for any liabilities, obligations or duties of any Seller, whether known or unknown, absolute, contingent or otherwise. Without limiting the preceding sentence, except as expressly provided in Section 2.3 above, Buyer will not assume or be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or for any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following: (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, liability or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the any Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that for any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsTaxes; (b) any Indebtednessliability or obligation, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3associated with or arising out of any Excluded Asset; (c) any Liability Indebtedness of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingSeller; (d) any Liability arising from liability or related obligation of any Seller to indemnify any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased AssetsPerson; (e) any Liability arising from Claims or related to any Action pending or threatened litigation against the Seller, the Business, the Purchased Acquired Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising Business relating to events occurring prior to the Closing DateDate regardless of when such Claims are asserted or such litigation or proceedings commenced; (f) any liability or obligation of any Seller Transaction Expenses, except relating to the extent that intercompany obligations or other obligations between any Seller and any shareholder or any other Affiliate of such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Seller; (g) any Liability to indemnify, reimburse liability or advance amounts to obligation of any present or former officer, member, manager, director, employee or agent of Seller for Expenses incurred in connection with the Seller (including with respect to any breach of fiduciary obligations transactions contemplated by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicablethis Agreement and the other Transaction Documents; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Dateaccrued workers’ compensation and medical insurance liabilities; (i) any Liability relating liability or obligation under any Employee Benefit Plan; (j) any liability or obligation owed to Employees or directors, including, but limited to any Excluded Assetsseverance, whether success or other fees contingent upon consummation of this transaction and any liabilities for accrued but unpaid vacation, sick leave or other paid time off; (k) any liability or obligation associated with or arising out of any Receivables, except for (i) the obligation to honor any sales returns which are made more than sixty (60) days after the Closing Date and are dated not less than twelve (12) months prior toto its expiration at the time of its return, on or (ii) any product recall for product lots whose manufacturing began prior to the Closing Date and were completed after the Closing Date, and (iii) to the extent covered by reserves as of the Closing Date, for any returns, credits, allowances, rebates, prebates or chargebacks; (l) any liability or obligation of any Seller under any Contract which is not an Assumed Contract; or (m) any liability or obligation of any Seller under this Agreement.

Excluded Liabilities. Notwithstanding any other provision The Contacts Parties acknowledge and agree, on each of their behalf and that of their Affiliates, that pursuant to the terms and provisions of this Agreement, Menicon will not assume any Schedule or Exhibit hereto Obligation of the Contacts Parties or any Transaction Document to of their Affiliates, other than the contraryAssumed Obligations. In furtherance and not in limitation of the foregoing, the Buyer does not assume neither Menicon nor any of its Affiliates shall assume, and shall not be responsible deemed to payhave assumed, perform any debt, Claim, Obligation or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities other liability of the Seller Contacts Parties or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following: (a) any Liability for Taxes, including any Taxes relating to (i) relating any liabilities of the Contacts Parties or their Affiliates in respect of Taxes incurred in reference to the ownership, possession, or use of the Purchased Assets or the operation of the Acquired Business at or prior to the Closing and Date or in conjunction with the Closing, subject to the provisions of Section 2(k) hereof; (ii) that are the obligation any brokers’ or finders’ fees, or other liability of the Seller pursuant to Section 6.23 Contacts Parties and any of their Affiliates for the costs and expenses (including legal fees and expenses) incurred by the Contacts Parties and their Affiliates in connection with this Agreement, provided however that this subparagraph shall expire twelve ; (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (biii) any IndebtednessObligations or liabilities, including medical, severance, pension plan or other benefits and compensation, for any employees of the Contacts Parties or their Affiliates for periods prior to their actual employment by Menicon or an Affiliate thereof, as the case may be (except to the extent that such Indebtedness is contemplated obligations are set forth in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; Schedule 5 to this Agreement); (civ) any Liability of the Seller arising from or related Losses relating to any breach, failure to perform, tort related to deficiency in or problem with any product sold by the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or Contacts Parties and their Affiliates prior to Closing; ; (dv) any Liability employee layoff and plant closing cost or liability arising from or related actions taken by the Contacts Parties prior to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; Closing; and (evi) any Liability arising from liability Claims for injuries, property damage, or related other Losses involving the Acquired Business and which are solely attributable to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising events occurring prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateClosing.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contraryExcept as expressly set forth in SECTION 1.1(C), the Buyer does shall not assume or be responsible at any time for any liability, obligation, debt or commitment of the Company, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (the "Excluded Liabilities"). Without limiting the generality of the foregoing, the Company expressly acknowledges and agrees that the Company shall retain, and that Buyer shall not assume or otherwise be responsible obligated to pay, perform perform, defend or discharge (discharge, any liability or obligation incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby (including any and legal or other fees and expenses, all sales, income or other taxes arising out of the transactions contemplated hereby; without limiting the generality of the foregoing, Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) promptly file a New York bulk sale tax notice and remit any Liabilities and all sale taxes due in respect of the Seller sale of assets contemplated in this transaction to be paid by Buyer at Closing); for taxes whether measured by income or otherwise, in connection with any of its Affiliates of any kind Plan or nature whatsoever other than the Assumed Liabilities Benefit Program or Agreement (the “Excluded Liabilities”as defined in SECTION 3.7), including, without limitation, any liability of the following: (a) Company under ERISA, under any Liability for Taxesforeign, including any Taxes (i) federal, state or local law, rule, regulation, ordinance, program, Permit, or other Legal Requirement relating to the ownershiphealth, possessionsafety, or use of the Purchased Assets or the operation of the Business at or prior to the Closing Hazardous Materials and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law environmental matters applicable to the SellerCompany's business and/or the facilities Used by the Company (whether or not owned by the Company), pertaining to products sold or manufactured or services performed or other actions taken or omitted by the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising Company prior to the Closing Date; (f) , relating to any Seller Transaction Expenses, except default taking place before the Closing Date under any of the Assumed Obligations to the extent that such Seller Transaction Expenses are contemplated in deriving default created or increased the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability liability or obligation, or for Funded Indebtedness or accrued interest, fees or penalties with respect thereto. The Company agrees to satisfy and discharge the Excluded Liabilities as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Dateshall become due.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does shall not assume and shall not or be responsible obligated to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse any liability or obligation of either Seller, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Buyer pursuant to the Buyer) any Liabilities Instrument of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities Assumption (all such liabilities and obligations not being assumed being herein called the “Excluded Liabilities”)) and, includingnotwithstanding anything to the contrary in Section 2.3, without limitation, none of the followingfollowing shall be Assumed Liabilities for purposes of this Agreement: (a) any Liability liabilities in respect of Taxes for Taxes, including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the which either Seller is liable pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets7.2; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed provided in Section 2.32.3(a)(ii), any payables and other liabilities or obligations of either Seller to any of its employees or Affiliates or any member or other or former employee or member or either Seller, including any accrued bonuses or commissions as of the Closing; (c) any Liability costs and expenses incurred by either Seller incident to its negotiation and preparation of this Agreement and its performance and compliance with the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closingagreements and conditions contained herein; (d) any Liability arising from liabilities or related to obligations in respect of any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Excluded Assets; (e) any Liability liabilities in respect of the lawsuits, claims, suits, proceedings or investigations set forth in Schedule 5.22; or (f) any liabilities and obligations related to, associated with or arising from (i) the occupancy, operation, use or related control of any of the Business Property prior to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising (ii) the operation of the Business prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price each case described in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; clauses (i) and (ii) incurred or imposed by any Liability relating to any Excluded AssetsRequirements of Laws, whether arising prior including liabilities and obligations related to, on or after arising from, any Release of any Contaminant on, at or from the Closing DateBusiness Property, including all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder, or any conditions whatsoever on, under or in the vicinity of such real property.

Excluded Liabilities. Notwithstanding any other provision of this AgreementExcept as expressly provided in Section 2.3 above, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does shall not assume and shall or be liable for any liabilities, obligations or duties of any Seller, whether known or unknown, absolute, contingent or otherwise. Without limiting the preceding sentence, except as expressly provided in Section 2.3 above, Buyer will not assume or be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or for any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following: (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, liability or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the any Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that for any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsTaxes; (b) any Indebtednessliability or obligation, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3associated with or arising out of any Excluded Asset; (c) any Liability Indebtedness of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingSeller; (d) any Liability arising from liability or related obligation of any Seller to indemnify any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased AssetsPerson; (e) any Liability arising from Claims or related to any Action pending or threatened litigation against the Seller, the Business, the Purchased Acquired Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising Business relating to events occurring prior to the Closing DateDate regardless of when such Claims are asserted or such litigation or proceedings commenced; (f) any liability or obligation of any Seller Transaction Expenses, except relating to the extent that intercompany obligations or other obligations between any Seller and any shareholder or any other Affiliate of such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Seller; (g) any Liability to indemnify, reimburse liability or advance amounts to obligation of any present or former officer, member, manager, director, employee or agent of Seller for Expenses incurred in connection with the Seller (including with respect to any breach of fiduciary obligations transactions contemplated by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicablethis Agreement and the other Transaction Documents; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Dateaccrued workers' compensation and medical insurance liabilities; (i) any Liability relating liability or obligaiton under any Employee Benefit Plan; (j) any liability or obligation owed to Employees or directors, including, but limited to any Excluded Assetsseverance, whether success or other fees contingent upon consummation of this transaction and any liabilities for accrued but unpaid vacation, sick leave or other paid time off; (k) any liability or obligation associated with or arising out of any Receivables, except for (i) the obligation to honor any sales returns which are made more than sixty (60) days after the Closing Date and are dated not less than twelve (12) months prior toto its expiration at the time of its return, on or (ii) any product recall for product lots whose manufacturing began prior to the Closing Date and were completed after the Closing Date, and (iii) to the extent covered by reserves as of the Closing Date, for any returns, credits, allowances, rebates, prebates or chargebacks; (l) any liability or obligation of any Seller under any Contract which is not an Assumed Contract; or (m) any liability or obligation of any Seller under this Agreement.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule Under no circumstance shall Buyer assume or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible obligated to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities none of the Seller Assets shall be or become liable for or subject to, any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitationbut not limited to, the followingfollowing liabilities, which shall be and remain liabilities of the Sellers, as applicable: (a) any Liability for Taxes, including any Taxes (i) relating to liabilities not listed on the ownership, possession, or use list of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed Liabilities contained in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsSchedule 2.03; (b) liabilities or obligations associated with any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Excluded Assets; (c) liabilities or obligations associated with any Liability and all indebtedness of the any Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closingfor borrowed money; (d) liabilities or obligations arising under any Liability arising from or contracts related to any violation or noncompliance of the Seller with any Law applicable BSC's Steel Mill Facility in Memphis, Tennessee, except as may be subsequently assumed by Buyer pursuant to the Seller, the Business or the Purchased AssetsSection 2.01(f); (e) liabilities or obligations arising out of or in connection with claims, litigation and proceedings (whether instituted prior to or after Closing) for acts or omissions that occurred, or arise from events that occurred, prior to the Closing Date, including but not limited to such liabilities or obligations as are reflected on the Interim Financial Statements; (f) liabilities or obligations of any Liability arising from or related Seller (i) to any Action against of its employees (ii) with respect to any Employee Benefit Plan or Other Plan maintained or contributed by any Seller or any trade or business that is or has ever been under common control or that is or has ever been treated as a single employer with any Seller under Section 414 of the SellerCode, and (iii) to the BusinessInternal Revenue Service or any other Governmental Authority relating to any of its employees, whether or not triggered by the Purchased Assets Transaction or the Assumed Liabilities pending announcement thereof; (g) penalties, fines, settlements, interest, costs and expenses arising out of or incurred as a result of the Closing Date any actual or based upon alleged violation by any action, event, circumstance, omission or condition arising Seller of any Legal Requirement prior to the Closing Date; (fh) liabilities or obligations under the WARN Act, if any, arising out of or resulting from layoffs or termination of employees by any Seller Transaction Expenses, except prior to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from Closing and/or the consummation of the transactions contemplated hereby or Transaction sufficient in the Seller’s termination aggregate to require notice under the WARN Act; (i) liabilities related to the use by any Seller of cash collateral underss.363(c) of the employment Bankruptcy Code; (j) all liabilities for expenses of any Seller (i) for the negotiation and preparation of its employees on this Agreement and (ii) relating to the Transaction, including those related to legal counsel, accounting, brokerage and investment advisors fees and disbursements; (k) liabilities or obligations for Taxes, whether known or unknown; (l) liabilities or obligations of any Seller which are not related to the Assets; (m) liabilities or obligations for Environmental Claims arising out of or in connection with acts or omissions that occurred, or arise from events that occurred, prior to the Closing Date;; and (in) liabilities or obligations of Sellers associated with any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Datecontract which is not an Assumed Contract.

Excluded Liabilities. Notwithstanding any other provision of this AgreementOther than the Assumed Liabilities set forth in Section 2.03, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does shall not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, includingand shall cause each of its Affiliates to, without limitationpay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liability for TaxesLiabilities of Seller arising or incurred in connection with the negotiation, including any Taxes (i) relating to the ownershippreparation, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing investigation and (ii) that are the obligation of the Seller pursuant to Section 6.23 performance of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to Transaction Documents and the purchase transactions contemplated hereby and sale thereby, including, without limitation, fees and expenses of these Assetscounsel, accountants, consultants, advisers and others; (b) any Indebtedness, except Liability for (i) Taxes of Seller (or any stockholder or Affiliate of Seller) or relating to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as for any Pre-Closing Tax Period; (ii) the portion of the Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Seller pursuant to Section 6.14; or (iii) other Taxes of Seller (or any stockholder or Affiliate of Seller) of any kind or description (including any Liability for Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law) for any Pre-Closing Date Tax Period; (c) any Liabilities relating to or based upon arising out of the Excluded Assets; (d) any actionLiabilities in respect of any pending or threatened Action arising out of, event, circumstance, omission relating to or condition arising otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date; (e) any product Liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Seller, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Seller; (f) any Seller Transaction Expensesrecall, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3design defect or similar claims of any products sold or any service performed by Seller; (g) any Liability Liabilities of Seller arising under or in connection with any Benefit Plan providing benefits to any present or former employee of Seller except as set forth specifically as Assumed Liabilities; (h) any Liabilities of Seller for any present or former employees, officers, directors, retirees, independent contractors or consultants of Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers' compensation, severance, retention, termination or other payments except as set forth specifically as Assumed Liabilities; (i) any Liabilities to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any actions or omissions of Seller; (j) any Liabilities of the Business relating or arising from unfulfilled customer commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets issued by the Business' customers to Seller on or before the Closing; or (ii) are not validly and effectively assigned to Buyer pursuant to this Agreement on or after the Closing; (k) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such partysame), except for indemnification of such parties same pursuant to Section 7.22, if applicable8.03 as Seller Indemnitees; (hl) any Liability Liabilities under the Excluded Contracts or any stateother Contracts, provincial including Intellectual Property Agreements,; or local law (i) to the extent such Liabilities arise out of or relate to a breach by Seller of such Contracts prior to Closing; (m) any Liabilities associated with debt, loans or credit facilities of Seller and/or the Business owing to financial institutions except as set forth on Section 2.03(b) and 2.03(c) above; and (n) any Liabilities arising out of, in respect to any “plant closing” of or “mass layoff,” as those terms are defined in such applicable law, which may result from connection with the consummation of the transactions contemplated hereby failure by Seller or the Seller’s termination of the employment of any of its employees on Affiliates to comply with any Law or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateGovernmental Order.

Excluded Liabilities. Notwithstanding any other provision of in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does shall not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller Sellers or any of its their respective Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Sellers shall, includingand shall cause each of their respective Affiliates to, without limitationpay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liability for TaxesLiabilities of Sellers arising or incurred in connection with the negotiation, including any Taxes (i) relating to the ownershippreparation, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing investigation and (ii) that are the obligation of the Seller pursuant to Section 6.23 performance of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to Transaction Documents and the purchase transactions contemplated hereby and sale thereby, including, without limitation, fees and expenses of these Assetscounsel, accountants, consultants, advisers and others; (b) any Indebtedness, except Liability for (i) Taxes of a Seller (or any stockholder or Affiliate of such Seller) or relating to the extent Business, the Purchased Assets for any Pre-Closing Tax Period; (ii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Sellers pursuant to Section 5.07; or (iii) other Taxes of a Seller (or any shareholder or Affiliate of such Indebtedness is contemplated in deriving the Purchase Price in which case Seller) of any kind or description (including any Liability for Taxes of a Seller (or any stockholder or Affiliate of such Indebtedness shall be an Assumed Seller) that becomes a Liability as if the same was specifically listed in Section 2.3of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Applicable Law); (c) any Liability Liabilities relating to or arising out of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingExcluded Assets; (d) any Liability Liabilities in respect of any pending or threatened Action arising from out of, relating to or related to any violation or noncompliance otherwise in respect of the Seller with any Law applicable to the Seller, operation of the Business or the Purchased Assets; (e) any Liability arising from Assets to the extent such Action relates to such operation on or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (e) any Liabilities of a Seller arising under or in connection with any Plan providing benefits to any present or former employee of such Seller; (f) any Liabilities of a Seller Transaction Expensesfor any present or former employees, except to the extent that officers, directors, retirees, independent contractors or consultants of such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers' compensation, severance, retention, termination or other payments; (g) any Liability Liabilities under Environmental Laws or Environmental Claims, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any actions or omissions of Sellers; (h) any trade accounts payable of Sellers; (i) any Liabilities of the Business relating to or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets issued by the Business' customers to a Seller on or before the Closing, (ii) did not arise in the Ordinary Course of Business, or (iii) are not validly and effectively assigned to Buyer pursuant to this Agreement; (j) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the a Seller (including with respect to any breach of fiduciary obligations by any such partysame), except for indemnification of such parties same pursuant to Section 7.22, if applicable7.02 as Seller Indemnified Parties; (hk) any Liability Liabilities under the Excluded Contracts or any stateother Contracts, provincial or local law including Intellectual Property Agreements, (i) which are not validly and effectively assigned to Buyer pursuant to this Agreement, (ii) which do not conform to the representations and warranties with respect thereto contained in this Agreement, or (iii) to the extent such Liabilities arise out of or relate to a breach by a Seller of such Contracts prior to Closing; (l) any “plant closing” Liabilities associated with debt, loans or “mass layoff,” as those terms are defined credit facilities of Sellers and/or the Business owing to financial institutions; and (m) any Liabilities arising out of, in such applicable law, which may result from respect of or in connection with the consummation of the transactions contemplated hereby failure by a Seller or the Seller’s termination of the employment of any of its employees on Affiliates to comply with any Applicable Law or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on order or after the Closing Datedecree of a Governmental Authority.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does is not assume and shall assuming any Liability that is not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the an Assumed Liabilities Liability (the “"Excluded Liabilities”"), including, without limitation, including the following: (a) any Liability and all Liabilities for Taxes, including any Taxes (i) relating related to the ownership, possession, or use of the Purchased Transferred Assets or the operation of the Business at that are incurred in, or attributable to, any taxable period, or portion thereof, ending on or prior to the Closing and Date, (ii) that are the obligation of or imposed on any of the Seller Sellers or their Affiliates and not related to the Transferred Assets or the Business, (iii) in respect of any Excluded Assets, or (iv) arising from or attributable to the transactions contemplated by this Agreement that occur on the Closing Date, other than Transfer Taxes for which Buyer is responsible pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets6.1; (b) any Indebtednessin the event the Bankruptcy Court approves a Treximet Sale, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Treximet Working Capital Liabilities; (c) any Liability and all Liabilities of the Seller arising from Sellers under any Contract of the Sellers that is not a Transferred Contract whether accruing prior to, at, or related to any breach, failure to perform, tort related to after the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingClosing Date; (d) any Liability arising and all Liabilities of any Seller resulting from or related the failure to any violation or noncompliance of the Seller comply with any Law applicable to the Seller, the Business "bulk sales," "bulk transfer" or the Purchased Assetssimilar Law; (e) any and all Liabilities (i) retained by the Sellers pursuant to Section 5.4 and (ii) arising in respect of or relating to any Transferred Employee to the extent arising at or prior to the Closing, except for Liabilities assumed by the Buyer pursuant to Section 2.3(a)(iv), Section 2.3(a)(v) and Section 5.4; (f) any and all Liabilities in any way attributable to (i) the employment or service of current or former employees, directors or consultants of the Sellers or any current or former Subsidiary of the Sellers who is not a Transferred Employee, regardless of whether such Liability is attributable to the period before, at or after the Closing Date except for the Buyer's obligation to provide COBRA continuation coverage as described in Section 5.4, and (ii) any Employee Plans other than the Employee Incentive Plan and the Assumed Plans to the extent assumed by the Buyer pursuant to Section 2.3(a)(iv) and Section 2.3(a)(v); (g) without impacting the scope of Section 2.4(f), any pension or retirement Liability of the Sellers to their current or former employees; (h) all Liabilities arising under any collective bargaining laws, agreements or arrangements; (i) any Indebtedness of the Sellers, including, without limitation, any DIP Obligations and Prepetition DDTL Obligations not discharged as part of the Credit Bid Consideration; (j) any Liability to distribute to any Seller's shareholders or otherwise apply all or any part of the consideration received hereunder; (k) any and all Liabilities arising under any Environmental Law or any other Liability in connection with any environmental, health, or safety matters arising from or related to any Action against (i) the Seller, ownership or operation of the Business, the Purchased Assets Business or the Assumed Liabilities pending as Transferred Assets before the Closing Date, (ii) any action or inaction of the Sellers or of any third party relating to the Business or Transferred Assets before the Closing Date, (iii) any formerly owned, leased or operated properties of the Sellers, or (iv) any condition first occurring or arising before the Closing Date with respect to the Business or based upon the Transferred Assets; (l) any actionand all Liability for: (i) costs and expenses incurred by the Sellers or owed in connection with the administration of the Bankruptcy Case (including the U.S. Trustee fees, eventthe fees and expenses of attorneys, circumstanceaccountants, omission financial advisors, consultants and other professionals retained by Sellers, and any official or condition arising unofficial creditors' or equity holders' committee and the fees and expenses of the post-petition creditors or the pre-petition creditors incurred or owed in connection with the administration of the Bankruptcy Case); (ii) all costs and expenses of the Sellers incurred in connection with the negotiation, execution and consummation of the transactions contemplated under this Agreement; and (iii) third party claims against the Sellers, pending or threatened, including any warranty or product claims, to the extent accruing prior to the Closing Date; (fm) any Seller Transaction Expenses, except to Liability of the extent that such Seller Transaction Expenses are contemplated in deriving Sellers under this Agreement or the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3;Ancillary Agreements; and (gn) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability extent relating to any an Excluded Assets, whether arising prior to, on or after the Closing DateAsset.

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision of in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does shall not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following (subject to accruals in the Closing Working Capital, as finally adjusted pursuant to Section 2.06): (a) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including, without limitation, the following: (a) any Liability for Taxesfees and expenses of counsel, including any Taxes (i) relating to the ownershipaccountants, possessionconsultants, or use of the Purchased Assets or the operation of the Business at or prior to the Closing advisers and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assetsothers; (b) any Indebtedness, except Liability for (i) Taxes of Seller (or any stockholder or Affiliate of Seller) or relating to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as for any Pre-Closing Tax Period; (ii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Seller pursuant to Section 6.09(b); or (iii) other Taxes of Seller (or any stockholder or Affiliate of Seller) of any kind or description (including any Liability for Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law) for any Pre-Closing Date Tax Period; (c) any Liabilities relating to or arising out of the Excluded Assets; (d) any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date; (e) any product warranty or other Liability or similar claim for injury to a Person or property which arises out of or is based upon any actionexpress or implied representation, eventwarranty, circumstanceagreement or guaranty made by Seller on or prior to the Closing Date, omission or condition by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Seller to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing Date; (f) any recall, design defect or similar claims of any products manufactured or sold or any service performed by Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving arising out of or relating to facts, circumstances or conditions existing on or prior to the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Closing Date; (g) any Liability Liabilities of Seller arising under or in connection with any Benefit Plan providing benefits to any present or former employee of Seller to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing Date; (h) any Liabilities of Seller for any present or former employees, officers, directors, retirees, independent contractors or consultants of Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments; (i) any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any actions or omissions of Seller; (j) any accounts payable of Seller (i) to the extent not accounted for on the Interim Balance Sheet; and (ii) which did not arise in the Ordinary Course of Business; (k) any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets issued by the Business’ customers to Seller before the Closing; (ii) did not arise in the Ordinary Course of Business; or (iii) are not validly and effectively assigned to Buyer pursuant to this Agreement; (l) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party)same) arising out of or relating to facts, circumstances or condition existing prior to the Closing Date, except for indemnification of such parties same pursuant to Section 7.22, if applicable7.03 as Seller Indemnitees; (hm) any Liability Liabilities under the Excluded Contracts or any stateother Contracts, provincial including Intellectual Property Agreements arising out of or local law with respect relating to any “plant closing” facts, circumstances or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or condition existing prior to the Closing Date, (i) which are not validly and effectively assigned to Buyer pursuant to this Agreement; (ii) which do not conform to the representations and warranties with respect thereto contained in this Agreement; or (iii) to the extent such Liabilities arise out of or relate to a breach by Seller of such Contracts prior to Closing; (in) any Liability Liabilities associated with Indebtedness arising out of or relating to facts, circumstances or condition existing prior to the Closing Date; and (o) any Excluded AssetsLiabilities arising out of, whether arising in respect of or in connection with the failure by Seller, Owners or any of their respective Affiliates to comply with any Law or Governmental Order prior to, on or after to the Closing Date.

Excluded Liabilities. Notwithstanding any Anything in this Agreement to the contrary notwithstanding, Buyer shall not assume (other provision than only the Assumed Liabilities expressly agreed to be assumed by Buyer pursuant to the provisions of paragraph 3.04 of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume ) and shall not be responsible undertake to pay, perform perform, satisfy or discharge (and the Seller shall retain, pay, perform any liability or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following: (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; Division or any other person or entity of any kind, absolute or contingent, known or unknown (collectively, the "Excluded Liabilities"), including without limitation the following: (a) any liability or obligation of Seller that arises out of the transactions contemplated to occur pursuant to this Agreement or that results from any breach or default by Seller under this Agreement, the Seller Transfer Documents or any other agreement, certificate, assignment, document or instrument that may be executed or delivered in connection with this Agreement or the transactions contemplated to occur hereunder (the Seller Transfer Documents and such other documents being sometimes collectively referred to as the "Other Seller Documents"); (b) any liability or obligation relating to income, franchise, sales, use, payroll, unemployment, withholding real or personal property or any other taxes of Seller or the Division, including any interest or penalties related thereto; (c) any liability or obligation of Seller or the Division relating to indebtedness for borrowed money; (d) any liability or obligation relating to any Default by Seller under any of the Assumed Contracts or the Permits and Licenses; (e) Reserved. (f) any Liability arising from liability or related obligation of Seller or the Division relating to any Action against illness, injury, occupational or other disease or other health or safety risk that arises out of or results from any act, omission or occurrence prior to the SellerClosing, including without limitation those arising under Section 7.04 hereof; (g) any liability or obligation relating to the Business, the Purchased Assets employees of Seller or the Assumed Liabilities pending Division (other than only accrued vacation pay and sick pay for ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and for any other employee of Seller who Buyer hires effective as of the Closing Date Date), including any severance obligation and any compensation required to be paid and benefits required to be provided under any of the Employee Benefit Plans; (h) any liability or based upon obligation as shown on the Financial Statements (other than those liabilities mutually agreed to by Seller and Buyer (or as determined by the dispute resolution procedures) in accordance with the post-Closing adjustments contemplated pursuant to Section 3.03 hereof) or otherwise relating to any action, event, circumstanceservices performed by Seller or the Division prior to the Closing; (i) that portion of any liability or obligation relating to the violation of any Law relating to the Business or the Division that arises out of or results from any act, omission or condition occurrence of a Seller Responsible Party prior to the Closing; (a) any liability or obligation of the Division to any of affiliates of Seller, except as expressly set forth in this Agreement; and (b) any Pre-Closing Liability (other than only the Assumed Liabilities). Seller shall be solely responsible for all liabilities, demands, damages, costs and expenses (including reasonable attorney's fees), and shall indemnify, defend and hold harmless the AEO Companies and their respective officers, directors, shareholders and representatives, from and against all liabilities, claims, demands, damages, costs and expenses (including reasonable attorney's fees) arising or resulting from the Excluded Liabilities and/or the conduct, actions, inactions or omissions of a Seller Responsible Party prior to the Closing Date; (f) any Seller Transaction Expenses, except to . To the extent that a third party, not Buyer or a Seller Responsible Party, is responsible for such liabilities, damages, costs or expenses being imposed against Buyer, then the Seller and Buyer will use their best efforts to pursue such third party and obtain a recovery therefrom. Section 3.06. Disputes as to Assumed Liabilities or Excluded Liabilities. In the event that a dispute or controversy (each a "Dispute") arises between Seller and Buyer as to whether and/or to what extent Buyer, a Seller Responsible Party, or another party is responsible (as a result of the conduct, actions, inactions or omissions of Buyer, such Seller Transaction Expenses are contemplated Responsible Party, or such other party) for a liability, loss, damage, demand, cost or expense, and if the Dispute cannot be settled through direct discussions, then Seller and Buyer shall resolve the Dispute by binding arbitration administered by the American Arbitration Association ( "AAA") in deriving Pittsburgh, PA in accordance with its Commercial Arbitration Rules and judgment on the Purchase Price award rendered by the arbitrator may be entered in which case such Seller Transaction Expenses any court having jurisdiction. The arbitration proceedings shall be conducted on an Assumed Liability as expedited basis before a neutral arbitrator (to be selected by Seller and Buyer, or if they cannot agree, then by the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent chairman of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation Pittsburgh office of the AAA) who has been actively engaged in the practice of law for at least fifteen (15) years, specializing in commercial transactions contemplated hereby or the Seller’s termination of the employment with substantial experience in customs and importation matters. The cost of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Datearbitration proceedings shall be split equally between Seller and Buyer. Section 3.07.

Excluded Liabilities. Notwithstanding any other provision anything to the contrary in this Agreement and regardless of this Agreement, any whether such liability or obligation is disclosed in the Disclosure Schedule or Exhibit hereto otherwise, the Company has not assumed any liability or obligation of any Transaction Document ▇▇▇▇▇▇▇ Party or its Affiliates (excluding the JV Entity and its subsidiaries) pursuant to the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever ▇▇▇▇▇▇▇ Asset Assignment Agreement other than the Assumed Liabilities. Notwithstanding anything to the contrary provided in Section 2.3(a), the Assumed Liabilities shall not include (x) any liability or obligation of any ▇▇▇▇▇▇▇ Party or their respective Affiliates (excluding the JV Entity and its subsidiaries) with respect to the Business for any period prior to the Closing (other than Assumed Liabilities described in Section 2.3(a)(ii)), (y) any Debt of the JV Entity or its subsidiaries as of immediately prior to the Closing or (z) the following liabilities and obligations of ▇▇▇▇▇▇▇ and its Affiliates (excluding the JV Entity and its subsidiaries) all of which shall constitute Excluded Liabilities (all such liabilities described in clauses (x), (y) and (z), collectively, the “Excluded Liabilities”), including, without limitation, the following:): (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, or use Any Debt existing as of the Purchased Assets or the operation of the Business at or immediately prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (dii) any Liability arising from Any liability or related obligation with respect to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased AssetsTaxes for which ▇▇▇▇▇▇▇ is liable under Section 9.2; (eiii) Any liability or obligation of ▇▇▇▇▇▇▇ or its Affiliates (excluding the JV Entity and its subsidiaries) under this Agreement or under any Liability arising from or related ▇▇▇▇▇▇▇ Ancillary Agreement; (iv) All liabilities relating to any Action against the Seller, termination of persons employed in the conduct of the Business, the Purchased Assets or the Assumed Liabilities pending as dependents of the Closing Date or based upon any actionsuch persons, event, circumstance, omission or condition arising prior to the Closing Date, except as provided in Section 2.3(a)(iv) or Section 9.3; (fv) All liabilities relating to any Seller Transaction ExpensesBusiness Plan, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed provided in Section 2.39.3; (gvi) any Liability All intercompany accounts among the ▇▇▇▇▇▇▇ Parties or their respective Affiliates relating to indemnifythe Business, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent which are the subject of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable8.2; (hvii) any Liability under any state, provincial or local law All costs and expenses incurred in connection with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of this Agreement and the transactions contemplated hereby or hereby, including the Seller’s termination fees and disbursements of counsel, financial advisors and accountants (provided, however, that nothing in this Section 2.3(b)(vii) shall limit the obligations of the employment of JV Entity under Section 9.6); and (viii) Any tax, penalty or fee imposed by the Affordable Care Act (Pub. L. 111-148 and Pub. L. 111-152), as amended, that relates to any of its employees on or period prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateClosing.

Excluded Liabilities. Notwithstanding any other provision of Except for liabilities and obligations specifically assumed pursuant to Section 2.6(b) below or for which Buyer expressly assumes responsibility under this Agreement, any Schedule or Exhibit hereto or any Transaction Document to Buyer shall not assume, shall not take the contraryPurchased Assets subject to, the Buyer does not assume and shall not be responsible to payliable for, perform any liabilities or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates obligations of any kind or nature whatsoever other than the Assumed Liabilities nature, whether absolute, contingent, accrued, known or unknown, of Seller or any Affiliate of Seller (the “Excluded Liabilities”), including, without limitationbut not limited to, the following: (ai) any Liability for Taxesliabilities or obligations incurred, arising from or out of, or in connection with Seller’s operations (including any Taxes (ibut not limited to those liabilities set forth in Section 3.21(a) relating to of the ownershipDisclosure Schedule), possessionthe condition of its assets or places of business, or its ownership or use of the Purchased Assets or the operation of the Business at or Assets, occurring prior to the Closing and Date, or the issuance, sale, repayment or repurchase of any of its securities; (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreementany liabilities or obligations incurred, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related out of, in connection with or as a result of any alleged or actual defect in any product or in connection with any alleged or actual breach of warranty (whether express or implied) in relation to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the product sold by Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (fiii) any liabilities or obligations (other than the post January 1, 2004 ordinary course liabilities of Seller Transaction Expenses, except specified in clause (ii) of Section 2.6(b) of the Disclosure Schedule) incurred by Seller under any Contract of Seller to the extent that the liability or obligation arises out of any act or omission prior to the Closing Date (including, but not limited to obligations of Seller under indemnification provisions of any such Seller Transaction Expenses are contemplated in deriving Contract to the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if extent the same was specifically listed in Section 2.3claim for indemnification arises out of any act or omission prior to the Closing Date); (giv) any Liability liabilities or obligations (whether assessed or unassessed) for Taxes of Seller or any other person other than Buyer, except for prorated Taxes, to indemnify, reimburse the extent allocated to Buyer under Section 2.9; (v) any fees and expenses of Seller in connection with the Transactions; (vi) any liabilities or advance amounts obligations to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to former or current officers, directors, employees, consultants or Affiliates of Seller, including without limitation any breach liabilities or obligations of fiduciary Seller in connection with (1) any profit-sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, severance (including the severance obligations by any such partyset forth on Section 3.18(e) of the Disclosure Schedule), except welfare or incentive plan, agreement or arrangement, (2) any plan, agreement or arrangement providing for indemnification “fringe benefits” or perquisites to employees, officers, directors or agents, including but not limited to, benefits relating to company automobiles, clubs, vacation, child care, parenting, sabbatical, sick leave, medical, dental, hospitalization, life insurance and other types of such parties pursuant to Section 7.22insurance, if applicable(3) any employment or severance agreement or arrangement, whether or not written, between Seller and any person (3) any retiree health or other benefit plan, agreement or arrangement, (4) any collective bargaining, labor or employment agreement or other similar arrangement or (5) any other employee benefit plan, agreement or similar arrangement; (hvii) any Liability under liabilities or obligations of any statenature to stockholders or former stockholders of Seller; (viii) any liabilities or obligations of Seller arising out of any wrongful or unlawful violation or infringement of any Intellectual Property of any person or entity arising from facts or circumstances occurring prior to the Closing Date; (ix) debts, provincial expenses, obligations or local law with respect to liabilities of Seller arising out of any “plant closing” claim, Action, suit or “mass layoff,” proceeding involving Seller, the GCI Business or the Purchased Assets pending as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby Closing Date or the Seller’s termination arising out of the employment of any of its employees or relating to matters or events occurring on or prior to the Closing Date; (ix) any Liability liabilities or obligations of Seller incurred, arising from or out of or in connection with this Agreement or the other Transaction Documents or the events or negotiations leading up to this Agreement; (xi) any liability or obligation related to any site where Seller or any of its Affiliates disposed of Hazardous Substances; (xii) (a) indebtedness for borrowed money or for the deferred purchase price of property or services (other than trade payables included in Section 2.6(b) of the Disclosure Schedule) in respect of which Seller is liable, contingent or otherwise, as obligor or otherwise and any commitment by which Seller assures a creditor against loss, including contingent reimbursement obligations with respect to letters of credit; (b) indebtedness guaranteed in any manner by Seller, including a guarantee in the form of an agreement to repurchase or reimburse; (c) obligations under Leasehold Interests in respect of which Seller is liable, contingent or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations Seller assures a creditor against loss; and (d) all interest, prepayment penalties, premiums, fees and expenses payable with respect to any of the foregoing; (xiii) any liabilities which Buyer may become liable for as a result of or in connection with the failure by Seller to comply with any bulk sale or bulk transfer laws (which Buyer and Seller each hereby waive compliance with) or as a result of any “defacto merger” or “successor in interest” theories of liabilities; (xiv) any liabilities to the extent relating to violations or alleged violations of, or any Excluded Assetsliabilities or obligations under, whether Law that arise from the operation of the GCI Business prior to the Closing; (xv) all intercompany liabilities and obligations of Seller; or (xvi) any liabilities or obligations arising prior to, on out of or after relating to the Closing DateRotterdam Realty Litigation.

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision of in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does shall not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the any Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “"Excluded Liabilities”"). Each Seller shall, includingand shall cause each of its Affiliates to, without limitationpay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liability for TaxesLiabilities of any Seller arising or incurred in connection with the negotiation, including any Taxes (i) relating to the ownershippreparation, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing investigation and (ii) that are the obligation of the Seller pursuant to Section 6.23 performance of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if Ancillary Documents and the same was specifically listed in Section 2.3. In the event transactions contemplated hereby and thereby, including, without limitation, fees and expenses of Liability for Taxes becomes known by the Buyer or Sellercounsel, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase accountants, consultants, advisers and sale of these Assetsothers; (b) any Indebtedness, except Liability for (i) Taxes of Bloxbiz and/or any Founder (or any stockholder or Affiliate of Bloxbiz and/or any Founder) at any time; (ii) Taxes of any Seller relating to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as for any Pre-Closing Tax Period; (iii) Taxes that arise out of the Closing Date consummation of the transactions contemplated hereby, or based upon that are (or under the Code should be), the responsibility of Bloxbiz and/or any actionFounder; (iv) any penalties or other Liabilities arising from the mischaracterization of the allocation of any of the Purchase Price by Bloxbiz and/or any Founder; or (v) other Taxes of Bloxbiz and/or any Founder (or any stockholder or Affiliate of any Seller) of any kind or description (including any Liability for Taxes of Bloxbiz and/or any Founder (or any stockholder or Affiliate of any Seller) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (c) any Liabilities relating to or arising out of the Excluded Assets; (d) any Liabilities in respect of any pending or threatened Action arising out of, event, circumstance, omission relating to or condition arising otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date; (e) any product Liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Bloxbiz, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Bloxboz; (f) any Seller Transaction Expensesrecall, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3design defect or similar claims of any products manufactured or sold or any service performed by Bloxbiz; (g) any Liability Liabilities of Bloxbiz arising under or in connection with any Benefit Plan providing benefits to any present or former employee of Bloxbiz; (h) any Liabilities of Bloxbiz for any present or former employees, officers, directors, retirees, independent contractors or consultants of Bloxbiz, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers' compensation, severance, retention, termination or other payments; (i) any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any actions or omissions of Sellers; (j) any trade accounts payable of Bloxbiz; (k) any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets issued by the Business' customers to Bloxbiz on or before the Closing; (ii) did not arise in the ordinary course of business; or (iii) are not validly and effectively assigned to Buyer pursuant to this Agreement; (l) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller Sellers (including with respect to any breach of fiduciary obligations by any such partysame), except for indemnification of such parties same pursuant to Section 7.22, if applicable8.03 as Seller Indemnitees; (hm) any Liability Liabilities under the Excluded Contracts or any stateother Contracts, provincial or local law including Intellectual Property Agreements, (i) which are not validly and effectively assigned to Buyer pursuant to this Agreement; (ii) which do not conform to the representations and warranties with respect thereto contained in this Agreement; or (iii) to the extent such Liabilities arise out of or relate to a breach by any “plant closing” Seller of such Contracts prior to Closing; (n) any Liabilities associated with debt, loans or “mass layoff,” as those terms are defined credit facilities of any Seller and/or the Business owing to financial institutions; and (o) any Liabilities arising out of, in such applicable law, which may result from respect of or in connection with the consummation of the transactions contemplated hereby failure by any Seller or the Seller’s termination of the employment of any of its employees on Affiliates to comply with any Law or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateGovernmental Order.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto Agreement or any Transaction Document other writing to the contrary, the Buyer does not assume and shall not be responsible regardless of any information disclosed to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller Mesa or any of its Affiliates or representatives, Mesa does not assume and has no responsibility for any Liabilities of any kind or nature whatsoever Bios other than the Assumed Liabilities specifically listed in Section 2.3 (the “Excluded Liabilities”), including, without limitation. Without limiting the preceding sentence, the followingfollowing is a non-exhaustive list of Excluded Liabilities that Mesa does not assume and that Bios will remain bound by and liable for, and will pay, perform and discharge when due: (a) all Liabilities arising out of or relating to any Liability for TaxesExcluded Asset; (b) all Liabilities under any contract that is not an Included Contract, including any Taxes (i) Liability arising out of or relating to any Bios credit facilities or any security interest related thereto; (c) all Liabilities under any Included Contract that arise after the ownership, possessionClosing but that arise out of or relate to any breach of, or use failure to comply with, prior to the Closing, any covenant or obligation in any such contract; (d) all Liabilities arising out of or relating to infringement, misappropriation or similar claims by any Person in connection with any tangible or intangible products or services used, sold or licensed by the Purchased Assets Business prior to the Closing; (e) all Liabilities arising out of or relating to indebtedness incurred by Bios; (f) all Liabilities for Taxes arising as a result of the operation of the Business at or ownership of the Purchased Assets prior to the Closing and (ii) Closing, including any Taxes that are the obligation arise as a result of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as pursuant to this Agreement and any deferred Taxes of the Closing Date or based upon any actionnature; provided, eventhowever, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses Mesa shall be an Assumed Liability as if responsible for paying all sales and use taxes incurred in connection with this Agreement and the same was specifically listed in Section 2.3transactions contemplated hereby; (g) all Liabilities arising from or under any Liability Environmental Law or occupational safety and health Law arising out of or relating to the operation of the Business prior to the Closing or the leasing, ownership or operation of real property by Bios prior to the Closing; (h) all Liabilities arising under claims by (1) Hired Employees relating to time periods prior to the Closing, other than accrued vacation benefits or (2) employees or former employees, consultants, independent contractors, directors, or other service providers of Bios (other than Hired Employees) relating to time periods prior to or after the Closing, including without limitation for compensation and hours of work (including overtime wages), benefits (including workers’ compensation and unemployment benefits), worker classification, fair employment practices (including discrimination, equal employment, and record-keeping requirements), meals and rest periods, employee safety and health, immigration, termination or continuation of their employment, or lack or delay of any notice relating to their employment; (i) all Liabilities to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of Bios for actions taken (or failure to act) prior to the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicableClosing; (hj) all Liabilities arising from a failure to comply on the part of Bios with any Liability applicable bulk sales Law or fraudulent transfer Law in connection with this Agreement; (k) all Liabilities arising under any state, provincial the WARN Act in connection with this Agreement or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby by this Agreement; (l) all Liabilities arising out of or resulting from Bios’ compliance or non-compliance with any Law; (m) all Liabilities relating to any negotiations, agreements or other transactions, if any, by Bios with any third party that relate to the Seller’s termination acquisition of the employment of Bios or any of its employees on assets or Business or any termination of related negotiations or arrangements; (n) all professional, financial advisory, broker, finder or other fees of any kind incurred by Bios; (o) all Liabilities of Bios arising out of or incurred in connection with this Agreement, the transactions contemplated by this Agreement, or any other certificate, document or instrument executed in connection with the transactions contemplated by this Agreement, including Bios’ disclosures to or negotiations with creditors or stockholders, solicitations of proxies or written consents from any Persons, or other legal obligations of Bios; and (p) all other Liabilities (other than Assumed Liabilities) arising out of the operations of the business of Bios (including the Business) or otherwise prior to the Closing Date; (i) any Liability relating to any Excluded AssetsClosing, whether arising prior to, on or based upon the acts or omissions of Bios occurring after the Closing DateClosing.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to except for the contraryAssumed Liabilities expressly specified in Section 2.2, the Buyer does not assume and shall not assume, or otherwise be responsible to payfor, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of Seller, whether liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities date hereof (the “Excluded Liabilities”), includingwhich Excluded Liabilities include, without limitation, the following: (a) Except as otherwise provided in Section 6.6, any Liability for Taxes, to or in respect of any employees or consultants or former employees or consultants of Seller including any Taxes without limitation (i) any employment, severance, retention or termination agreement, whether or not written, between Seller and any person, (ii) any Liability under any Employee Plan at any time maintained, contributed to or required to be contributed to by or with respect to Seller or any affiliate or under which Seller or any affiliate may incur Liability, or any contributions, benefits or Liabilities therefor, or any Liability with respect to Seller’s or any affiliate’s withdrawal or partial withdrawal from or termination of any Employee Plan and (iii) any claim and/or demand relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or any period prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability connection with employment related to the purchase and sale of these Assetsmatters; (b) Any Liability of Seller in respect of any IndebtednessTax (including any liability for the Taxes of any other Person (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, except local, or foreign law), (ii) as a transferee or successor, (iii) by contract (including without limitation, pursuant to this Agreement), or (iv) otherwise), or any Liability for any Taxes attributable to the extent Business or the Assets other than Taxes that such Indebtedness is contemplated in deriving are “Apportionable Obligations” and that are apportioned to the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Buyer pursuant to Section 2.310.2(f) hereof; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Any Liability arising from any injury to or related death of any person or damage to or destruction of any violation property, whether based on negligence, breach of warranty, strict liability, enterprise liability or noncompliance of the Seller with any Law applicable to the Seller, the Business other legal or the Purchased Assets; (e) any Liability equitable theory arising from defects in products manufactured or related to from services performed by or on behalf of Seller or any Action against the Seller, the Business, the Purchased Assets other person or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees entity on or prior to the Closing Date; (id) any Any Liability relating of Seller arising out of or related to any Excluded Assets, whether arising prior to, Action against Seller or any Action which adversely affects the Assets or the Business and which shall have been asserted on or after prior to the Closing Date or which relates to the period prior to the Closing Date; (e) Any Liability of Seller resulting from entering into, performing its obligations pursuant to or consummating the transactions contemplated by, this Agreement (including without limitation any Liability of Seller pursuant to Article X hereof); (f) Any Liability on the Closing Statement; (g) Any Liability related to any Former Facility; (h) Any Liability of any Subsidiary owed to Seller; (i) Any Liability of the Seller owed to any Subsidiary; (j) Any Liability related to the Key License Agreements; (k) Any Liability related to the Excluded Assets; (l) Any Liability related to Seller’s provision of warranties, indemnities or service in relation to the Business; (m) Any Liability with respect to Seller’s creditors, suppliers or customers; and (n) Any Liability with respect to Seller’s shareholders or any other equity holders and holders of rights to acquire equity securities of Seller (including without limitation, pursuant for any employee stock option plans); and. (o) Any other Liability not explicitly assumed by the Buyer pursuant to this Agreement.

Excluded Liabilities. Notwithstanding the provisions of Section 1.6 or any other provision of provisions in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does Purchaser shall not assume and shall not be responsible to pay, perform or discharge (and the any liabilities of Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), and the Seller shall pay and remain responsible for all such Excluded Liabilities. Without limiting the generality of this Section 1.7, the Excluded Liabilities shall include, but not be limited to, the following: (a) any liability of Seller arising from, or in connection with, the conduct of the Business prior to the Closing or the ownership of the Purchased Assets by Seller prior to the Closing, including, without limitation, the following: (a) any Liability for Taxessuch liabilities arising by reason of any violation or claimed violation by Seller, including any Taxes (i) relating to the ownership, possession, by acts or use of the Purchased Assets events or the operation of the Business at omissions arising or occurring prior to the Closing and (ii) that are the obligation Closing, of the Seller pursuant to Section 6.23 any federal, state or local law, rule, regulation, ordinance or any requirement of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets;governmental body; 4 (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving not covered by any applicable manufacturer’s warranty, any warranty liability of Seller or similar obligation of Seller arising from products sold or services rendered prior to the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; Closing; (c) any Liability liability of Seller related to or arising out of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; Excluded Assets; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; liability for (ei) any Liability arising from or related taxes required by law to any Action against the Seller, be paid by Seller relating to the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date for any taxable period ending on or based upon any action, event, circumstance, omission or condition arising prior to before the Closing Date; ; (fii) any Seller Transaction Expenses, except to the extent taxes that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent arise out of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or that are the responsibility of Seller under Section 7.4; or (iii) other taxes of Seller of any kind or description (including any liability for taxes of Seller that becomes a liability of Purchaser under the principles of transferee or successor liability or otherwise by operation of contract or law); (e) any liability of Seller for any present or former employees, agents or independent contractors of Seller’s , including, without limitation, any liabilities associated with any claims for wages, bonuses, commissions, accrued vacation or other benefits, severance, termination or other payments accrued or incurred prior to Closing; (f) any liability under any Employee Benefit Plan (later defined), including without limitation, any employee benefit plan of or sponsored by Seller, any 401K plan or any other “employee pension benefit plan” as defined in Section 3(2) of the employment Employee Retirement Income Security Act of 1974 (“ERISA”); (g) any liability or obligation with respect to indebtedness of its employees on Seller or prior the Business owing to the Closing Date; any bank or other financial institution; (h) any trade payables and accounts payable of Seller; (i) any Liability liability arising out of or relating to any Excluded Assetsemployee grievance against Seller arising from or relating to events or omissions prior to Closing; (j) any liability or obligation under or relating to that certain founder compensation agreement between Seller and ▇▇▇▇▇▇ ▇▇▇▇ dated as of August 15, whether arising prior to, on or after 2009 (the Closing Date“Founder Compensation Agreement”).

Excluded Liabilities. Notwithstanding any other provision of anything to the contrary in this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and Purchaser shall not be responsible to pay, perform or discharge (for and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) not assume any Liabilities of the any Seller or any of its Affiliates Affiliate of any kind or nature whatsoever other than the Seller that are not Assumed Liabilities (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, including, without limitationand not in limitation of, the following:foregoing, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing DateIndebtedness; (iii) any Liability relating to any Excluded Asset or relating to any Contract which is not an Included Contract and any Liability relating to any Breach of Contract, Breach of warranty, tort, strict liability, infringement, Breach of Law, Breach of Order or Breach of Permit prior to Closing, or any indemnity or infringement claim related thereto; (iii) (A) any Liability imposed by or in connection with any Law, Order, Legal Proceeding or Permit, and incurred in connection with conditions existing, events or acts occurring or omissions of acts arising on or prior to the Closing, or (B) any Breach of any Bulk Sales Law; (iv) all product Liability and similar claims for damages or injury to person or property, claims of infringement of Intellectual Property, and other claims arising out of any injury or damage to property as a result of the performance of any work, the provision of any services or the provision or sale of any goods by any Seller on or prior to the Closing; (v) any Liability for warranty claims (unless included in the Final Closing Net Working Capital, and in such event, then only in the specific dollar amount set forth therein) or relating to Surety Bonds; (vi) any Liability or obligation of any Seller for consequential, incidental, punitive, special, or exemplary damages (or based on any similar theory) or strict liability; (vii) any Liability for any Taxes: (A) of any Seller or any Affiliate of any Seller for any period; (B) arising out of or resulting from the use, ownership or operation of the Purchased Assets or the Business during any Pre-Closing Period; (C) that relates in any way to the Purchased Assets, whether the Business or any Transferred Employee for any Pre-Closing Period (regardless of when assessed); or (D) AmericasActive:13598183.18 arising out of or resulting in any way from the sale of the Purchased Assets, the Business or any other transaction contemplated hereunder or under any other Transaction Document other than Purchaser’s portion of Transfer Taxes; (viii) all Liabilities relating to, arising from, or in any way connected with, or relating to, any Person who is or was an employee or co-employee of any Seller, including any Person whose employment or other relationship with the Business was terminated on or prior to the Closing and their dependents, including Liability under any Law pertaining to employment and employment practices or related to any PEO or any employee benefit plans sponsored by any PEO (for the avoidance of doubt, such Liabilities shall not include liabilities that arise on and after the Closing related solely to Purchaser’s employing such Person or the engagement by Purchaser of a PEO on and after the Closing); (ix) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or termination/severance obligations (including such obligations that may arise in connection with the transactions contemplated hereby, including after Closing); (x) any Liability relating to, arising from, or in any way connected with the current or former incentive equity or option arrangements or any Employee Benefit Plans (including any post-Closing COBRA obligations) of any Seller or provided pursuant to any agreement with a PEO, including but not limited to, minimum funding liability, termination liability for single-employer pension plans, withdrawal liability for multiemployer pension plans, Pension Benefit Guaranty Corporation insurance premium liability, and Liability for Breach of fiduciary duties; (xi) any Liability relating to, arising from, or in any way connected with any collective bargaining agreement and/or agreement executed between any multiemployer or joint employer/union health, welfare and/or pension fund and any Seller; (xii) any Seller Transaction Expenses or Change of Control Payments or any Liability of any Seller under this Agreement or in connection herewith (except to the extent that Purchaser failed to pay such amounts pursuant to Section 1.4 of this Agreement); (xiii) any Liability to any Affiliate of any Seller, or any Person claiming to own or have owned any equity security of, or interest in, any Seller; (xiv) any Liability of any Seller in connection with the Business, including contractual indemnity obligations, relating to any Hazardous Materials or arising out of any actual or alleged Breach by any Seller of any Environmental Requirements or Environmental Permits to the extent arising from any action, omission, event, circumstance, or condition occurring or existing prior to the Closing (but not to the extent exacerbated or continued by Purchaser after Closing), including all Liabilities of any Seller for any bodily injury (including illness, disability, and death, regardless of when any such bodily injury manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), contribution, strict liability or other damage to any Person arising from such Breach or from any Hazardous Materials that were, on or after prior to the Closing Date(A) Released by Seller, its Affiliates or their respective employees, agent or service providers at any real property owned, leased, or operated by any Seller (or present on any other property, if such Hazardous Material emanated or allegedly emanated from any such real property), (B) disposed or released or allegedly disposed or released by any Person in connection with the Business, or (C) disposed off-site by, for, on behalf of, or arranged by Sellers in connection with the Business (collectively, the “Pre-Closing Environmental Liabilities”); and AmericasActive:13598183.18 (xv) any obligation of any Seller to indemnify any Person by reason of the fact that such Person was a director, officer, employee, or agent of any Seller or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity.

Excluded Liabilities. Notwithstanding the provisions of Section 1.3 or any other provision of this Agreement, hereof or any Schedule or Exhibit hereto or and regardless of any Transaction Document disclosure to the contraryBuyer, the Buyer does shall not assume any of the following liabilities, obligations or commitments (whether accrued, absolute or contingent, whether known or unknown, whether disclosed or not disclosed, whether due or to become due and shall not be responsible to pay, perform whether arising from the Assets or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyerotherwise) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than (all such liabilities, the Assumed Liabilities (the “"Excluded Liabilities”), including, without limitation, the following: (a) any Liability for Taxes, including any Taxes "): (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing all bank and (ii) that are the obligation other indebtedness of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtednessits Affiliates, except to the extent that such Indebtedness is contemplated in deriving expressly set forth on the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; Closing Date Balance Sheet; (cii) any Liability and all liabilities and obligations arising under Environmental Laws with respect to the Bellwood facility; (iii) any and all liabilities and obligations arising under Environmental Laws with respect to the ▇▇▇▇▇▇ facility; provided, however, that if Buyer or any Affiliate of Buyer acquires title to such facility pursuant to the terms and conditions of the New Sublease, then all of these liabilities shall become, in accordance with Section 10.6(b) hereof, "Assumed Liabilities" for all purposes of this Agreement; (iv) any and all liabilities and obligations relating to or arising from all bonuses, incentive and similar payments payable to the employees or consultants of the Seller or Ivex in connection with the sale of the Assets and the Business and the consummation of the Contemplated Transactions; (v) any and all liabilities and obligations relating to or arising from or related to any breach, failure to perform, tort related to workers' compensation claims of the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance employees of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; ; (fvi) any and all liabilities and obligations relating to or arising from the businesses conducted by the Seller Transaction Expenses, except and its Affiliates (including therein the consumer packaging business distributed by Seller to IPC pursuant to the extent that such Seller Transaction Expenses are contemplated Distribution Agreement) other than the Business or the Assets; and (vii) (A) except as otherwise provided in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) this Agreement, any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent liability of the Seller for income, capital gains, franchise, transfer, sales, use and other Taxes (including with respect as defined herein) whether or not relating to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial the Business and whether or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or not incurred prior to the Closing Date; or (iB) any Liability liability of the Seller for the unpaid Taxes of any Person, including Taxes imposed on the Seller as a transferee or successor, by contract, or otherwise; and (viii) any and all liabilities relating to any Excluded Assets, whether or arising prior to, on from all intercompany indebtedness and accounts owed by the Business to the Seller or after the Closing Dateits Affiliates.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume hereby assume, and shall not be responsible to payat any time hereafter (including on or after the Closing Date) become liable for, perform or discharge (and any of the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates or any ERISA Affiliate of any kind or nature whatsoever of the foregoing other than the Assumed Liabilities (the “"Excluded Liabilities”"), including. The Excluded Liabilities shall include, without limitation, the followingfollowing Liabilities: (a) any Liability for Taxes, including of any Taxes (i) relating to of Seller or any of its Affiliates or any ERISA Affiliate of any of the ownership, possessionforegoing whether currently in existence or arising hereafter that is not attributable to, or use that does not arise out of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Sellerconduct of, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsOEM Business; (b) any Indebtedness, except Liability whether presently in existence or arising hereafter relating to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Excluded Asset; (c) except as otherwise provided in Section 6.03, any Environmental Liability (including any Environmental Liability of any U.K. Subsidiary or the Seller Mexican Joint Venture), whether presently in existence or arising from or related to any breachhereafter, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closingother than Buyer Environmental Liabilities; (d) any Liability whether currently in existence or arising from hereafter relating to fees, commissions or related expenses owed to any violation broker, finder, investment banker, attorney, accountant or noncompliance other intermediary or advisor employed by Stockholder, Seller or any of their Affiliates in connection with the Seller with any Law applicable to the Seller, the Business transactions contemplated hereby or the Purchased Assetsotherwise; (e) any Liability arising from the existence of which constitutes a breach of any representation or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as warranty of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing DateStockholder and Seller hereunder; (f) any contingent Liabilities of Seller Transaction Expenses, except related to any transactions by Seller prior to the extent date hereof except Liabilities that such Seller Transaction Expenses are contemplated in deriving Buyer has expressly agreed to assume pursuant to the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3terms of this Agreement; (g) any Liability related to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicableIndebtedness; (h) except as set forth on SCHEDULE 7.05, any Liability under for Taxes, including, without limitation, any state, provincial or local law with respect Taxes relating to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees 's operations on or prior to the Closing DateDate that may be imposed upon Buyer after the Closing Date as the successor to Seller; (i) except as otherwise provided in Section 2.03(c), any Liability relating arising under any of Seller's Benefit Plans; (j) any Liability of Seller or U.K. Seller under any of paragraphs 2, 3 (except for paragraph 3.2), 4, 5, 6, 8, 12 and 13 of the Share Purchase Agreement, or any liability of Seller or U.K. Seller under any other paragraph of the Share Purchase Agreement to any Excluded Assets, whether arising prior to, on or after the extent that such liability constitutes an accrued payment obligation as of the Closing Date; (k) any Liability of Seller for accrued payroll for its employees, including accrued payroll as of the Closing Date for OEM Employees; and (l) any Liability of Seller arising under this Agreement. Any Liability that is listed in both Section 2.03 and Section 2.04 shall be deemed an Excluded Liability.

Excluded Liabilities. Notwithstanding any other provision The members of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller HIG Group shall retain, payand none of TRM, perform the Purchasing Insurers or otherwise discharge without recourse to the Buyer) any other Tower Entity shall assume, any Liabilities of any member of the Seller HIG Group or any other CPRE Entity set forth in this Section 2.4, as such Liabilities exist as of its Affiliates the Closing and regardless of any kind when discovered or nature whatsoever other than reported (collectively, the Assumed Liabilities (the “"Excluded Liabilities”"), including, without limitation, . The Excluded Liabilities shall consist of only the followingfollowing Liabilities: (a) any Liability for Taxes, including any Taxes (i) to the extent relating to the ownershipExcluded Assets, possessionincluding Liabilities relating to any Insurance Contract, whether or use of not in-force at the Purchased Assets or the operation of the Business at or prior Closing, and any Liability to the Closing extent relating to any breach of any such Insurance Contract, and (ii) that are the obligation all reserves for claims, including claims incurred but not reported and claims in course of the Seller pursuant settlement, expenses or unearned premium, any loss or loss adjustment expenses, and any Extra Contractual Obligations, with respect to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsInsurance Contracts; (b) any IndebtednessLiability relating to any failure or alleged failure to comply with, except or any violation or alleged violation of, any Applicable Law to the extent that such Indebtedness is contemplated in deriving relating to the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Excluded Assets; (c) 50% of any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingOther Liability; (d) notwithstanding anything to the contrary contained in this Agreement, including in Section 2.3, any Liability arising from to the extent accrued for on the "Closing Date Balance Sheet" prepared pursuant to Section 3.3 of the Stock Purchase Agreement, including any Liabilities for Taxes and any Liabilities for any "Success Bonus", "Stay Bonus" or related other bonus, profit sharing or incentive compensation payable to any violation or noncompliance member of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets;Employee Group; and (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except for Taxes to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior relating to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Date.