Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Any Liability of Seller or its Affiliates, to the extent it is not an Assumed Liability, is an Excluded Liability (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates: (a) all Indebtedness; (b) all Liabilities for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated).

Excluded Liabilities. Any Other than as specifically listed in Section 2.03 above, Buyer shall not assume any Liability whatsoever of Seller Sellers, whether or its Affiliates, not arising from or related to the extent it is not an Assumed Liability, is an Excluded Liability Business or the Purchased Assets (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to Sellers shall pay, perform or discharge any and discharge, as and when due, each such LiabilitiesExcluded Liability. Without limiting the generality of the foregoing, the following are Excluded Liabilities shall include, and under no circumstances shall Buyer will not be deemed to assume and will not be obligated to pay, perform any Liability arising out of or discharge such Liabilities of Seller or its Affiliatesrelating to: (a) all Indebtednessany actual or alleged tortious conduct, breach of Contract or violation of Applicable Law by any Seller or their employees or agents; (b) all Liabilities for any product sold or manufactured prior to the Closing Date; (c) Taxes that relate of any kind or character (other than property taxes attributable to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Scheduleextent prorated hereunder); (d) all Liabilities relating to the ownership, operation, use or arising under disposal of any Excluded Asset; (e) all Liabilities relating any collective bargaining agreement, employee compensation or employee benefits including Liability for severance pay, overtime pay, bonus or incentive compensation, retirement plans (including any underfunding or withdrawal liability pursuant to the operation Multiemployer Pension Plan Amendment Act of 1980, arising from contributions made by the Business Sellers to the plans in question, as calculated through, and as of, any such withdrawal caused by the ownership purchase of the Purchased Assets on described herein, or before otherwise triggered within thirty (30) days after the Closing Date, including all liabilities regardless of whether or not the amount of such Liability is known as of the time of such withdrawal) unemployment compensation, vacation, sick leave, termination pay or relating to any Employee Benefit Plan of any Seller or of any of their Affiliates; (f) any Environmental Liability relating to or arising out of goods sold any condition or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered obligation existing on or prior to the Closing Date; (fg) all Liabilities any Debt of Sellers or any of their Affiliates; (h) any Proceedings relating to Sellers or to the employment conduct or termination of employment of any ownership of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans Purchased Assets on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j, whether or not listed in Section 4.07(a) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing DateDisclosure Letter; (i) Liabilities any Liability arising out of any infringement, misappropriation, dilution, present or former business activity of Sellers other violation by than the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing DateBusiness; (j) any claims, choses in action, causes of action, rights of recovery, rights of set-off of any kind by any third party (including any employee or former employee of any Seller) arising out of the conduct of the Business, or the ownership, operation or use of any Purchased Assets on or prior to the Closing Date; or (k) any Liability of Seller Sellers under or its Affiliates for brokerage commissionsarising by reason of this Agreement, finders’ fees or similar compensation incurred in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables including any Sellers’ legal and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)accounting fees and expenses.

Excluded Liabilities. Any Liability Notwithstanding any other provision of Seller this Agreement, except for the Assumed Liabilities expressly specified in Section 2.2, Buyer shall not assume, or its Affiliatesotherwise be responsible for, any Liabilities, including but not limited to any accounts payable of Seller, whether liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the extent it is not an Assumed Liability, is an Excluded Liability date hereof (collectively, the “"Excluded Liabilities”"), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are which Excluded Liabilities and Buyer will not assume and will not be obligated to payinclude, perform or discharge such Liabilities of Seller or its Affiliateswithout limitation: (a) all Indebtedness; Except as otherwise provided in Section 2.2 or 6.6, any Liability to or in respect of any employees or former employees of Seller including without limitation (bi) all Liabilities for Taxes that relate to the Purchased Assetsany employment agreement, the Business whether or the Assumed Liabilities for Taxable periods not written, between Seller and any person, (or portions thereofii) ending on or before the Closing Date, for payments any Liability under any Tax allocationBenefit Arrangements at any time maintained, sharing contributed to or similar agreement that relate required to the Purchased Assets, the Business be contributed to by or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s Parent or under which Seller or Parent may incur Liability, or any Affiliate’s share contributions, benefits or Liabilities therefor, or any Liability with respect to Seller's withdrawal or partial withdrawal from or termination of any Transfer Taxes pursuant to Section 10.1; Employee Plan and (ciii) all Liabilities described in Section 2.4(c) any claim of the Seller Disclosure Schedule; (d) all Liabilities relating to an unfair labor practice, or arising any claim under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on state unemployment compensation or before the Closing Dateworker's compensation law or regulation or under any federal or state employment discrimination law or regulation, including all liabilities arising out of goods sold or services rendered by the Business which shall have been asserted on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered Date or is based on acts or omissions which occurred on or prior to the Closing Date; (fb) all Liabilities relating to the employment Any Liability of Parent or termination of employment Seller in respect of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8Tax; (gc) Liabilities relating 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 under from defects in products manufactured or from services performed by or on behalf of Seller or any breach other person or violation of Law entity on or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (jd) Liabilities Any Liability of Seller arising out of or related to any Environmental Claim Action against Seller or any Action which adversely affects the presence Assets and which shall have been asserted on or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including or to the Known Environmental Conditions) extent the basis of which shall have arisen on or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (ie) Liabilities arising out Any Liability of Parent or Seller resulting from entering into, performing its obligations pursuant to or consummating the transactions contemplated by, this Agreement (including without limitation any infringement, misappropriation, dilution, Liability of Parent or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior Seller pursuant to the Closing DateArticle X hereof); (jf) Any Liability related to any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)Former Facility.

Excluded Liabilities. Any Liability Except for the Assumed Liabilities, Buyer does not assume, agree to perform or discharge, indemnify Sellers against, or otherwise have any responsibility for any Liabilities of Seller Sellers, whether fixed or its Affiliatescontingent, to and whether arising prior to, on or after the extent it is not an Assumed Liability, is an Excluded Liability Closing Date (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to payincluding, perform or discharge without limitation, any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its AffiliatesLiabilities: (a) all Indebtednessany Indebtedness of QS other than to the extent arising following the Closing Date under any of the Assumed Contracts; (b) all Liabilities any Liability of Sellers for Taxes that relate relating to the Purchased Assets, the Business or the Transferred Assets attributable to any period prior to the Closing Date including any Liability of Sellers for such periods for the unpaid taxes of any Person as a transferee or successor, by contract or otherwise; (c) any Liability of Sellers to indemnify any Person by reason of the fact that such Person was a director, officer, employee or agent of either Seller; (d) any Liability of Sellers to any stockholder or Affiliate of Sellers other than pursuant to any Assumed Liabilities Contract; (e) any Liability of Sellers arising out of or resulting from non-compliance with any Applicable Law with respect to the Business prior to the Closing; (f) except as specifically provided in Section 2.3(d), any Liability of Sellers for Taxable periods making payments or providing benefits of any kind to any current or former employees that accrued or arose prior to the Closing Date, including, without limitation, (A) any Liability to provide any such employees notices and continuation of health benefit coverage required to be provided to all employees or portions thereofthe beneficiaries or dependents of such employees, under Part 6 of Subtitle B of Title I of ERISA, Section 4980B(f) ending of the Code and state or local laws with the same or similar purpose (herein collectively referred to as “COBRA”), (B) any Liability in respect of medical and other benefits for retirees, (C) any Liability in respect of work related employee injuries or workmen’s compensation claims, and (D) any Liability of Seller with respect to any severance obligations owed to employees of Seller resulting from any termination initiated by Seller on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in such obligations arise from the failure of Buyer fully to perform its obligations under Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.85.3 hereof; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal expenses incurred by Sellers in connection with the operation transactions contemplated herein, including, without limitation, fees and expenses of the Business prior Seller’s counsel and accountants; (h) any obligation or liability of Sellers to the Closing DateBuyer created by this Agreement; (i) Liabilities arising out of any infringementLiability, misappropriationwhether presently existing or hereafter arising, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior which is attributable solely to the Closing Datean Excluded Asset; (j) any Liability arising from Sellers’ failure to comply with the bulk transfer laws of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection any applicable jurisdiction with respect to the consummation of the transactions contemplated by this Agreementhereby; (k) any Liability for uncleared checks of Sellers or the bank accounts of Sellers; (l) any Liability resulting from or relating to any Actions against Sellers based on events, circumstances or conditions occurring or existing prior to Closing; and (km) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall any Liability not be terminated)otherwise constituting an Assumed Liability.

Excluded Liabilities. Any Liability Buyer will not assume or be liable for any Liabilities of Seller or any of its Affiliates, to Affiliates other than the extent it is not an Assumed Liability, is an Excluded Liability Liabilities (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not or be obligated to payliable for any of the following Liabilities, perform or discharge such which shall constitute “Excluded Liabilities” hereunder: (a) the Account Liabilities; (b) Excluded Taxes; (c) Liabilities arising under any Contracts of Seller or its Affiliates: (a) all Indebtedness; (b) all Liabilities for Taxes that relate , whether relating to the Purchased AssetsAccounts or otherwise, whenever incurred or accrued; (d) Liabilities of whatever kind and nature assessed in any Proceeding to the extent relating to the Accounts or the Account Assets prior to the Transactions, including the Custodial Transfer; (e) Liabilities relating to any breach or alleged breach of the Account Agreements in connection with the Transactions (including, for the avoidance of doubt, the Business Custodial Transfer); (f) Liabilities relating to any Employees of Seller or the Assumed its Affiliates, including, without limitation, any Liabilities associated with any claims for Taxable periods wages, salary or other benefits, bonuses, commissions, overtime pay, accrued vacation or holiday pay, workers’ compensation, severance, retention, termination or other payments; (g) any Liabilities arising under or portions thereof) ending on or before the Closing Datein connection with any Benefit Plan, for payments under including any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes Controlled Group Liability of Seller or any of its Affiliates and for Seller’s or any ERISA Affiliate’s share ; (h) fifty percent (50%) of any Liabilities for Transfer Taxes in connection with this Agreement and the Transactions; (i) any Liability relating to the CDB Account Engagements arising on or prior to the Plan Year End applicable to such CDB Accounts; (j) any Liability for which Buyer has a right to indemnification pursuant to Section 10.1; 8.2; and (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (dk) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation out of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seqExcluded Assets., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated).

Excluded Liabilities. Any Liability of Seller or its Affiliates, to the extent it is not an Assumed Liability, is an Excluded Liability (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoingSection 2.2(a) hereof, the following are Excluded Liabilities and Buyer will Purchaser shall not assume and will not be obligated to payany of the following liabilities of the Seller (collectively, perform or discharge such Liabilities of Seller or its Affiliates:the "Excluded Liabilities"): (ai) all Indebtednessliabilities and obligations of the Seller for any and all Taxes relating to the Business or the Purchased Assets that relate in any manner to, or first arose during, all times prior to the Closing Date, except as provided under Section 2.2(a)(iii) above and Section 6.8 below; (bii) except to the extent assumed by Purchaser under Section 2.2(a)(i) above, all Liabilities for Taxes that relate claims, demands, liabilities or obligations of any nature whatsoever with respect to the Business or any of the Purchased Assets, the Business which are based upon or the Assumed Liabilities for Taxable periods (relate to events or portions thereof) ending conditions existing on or before the Closing Date, for payments under or which are based upon any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods products sold or services rendered by the Business on or performed prior to the Closing DateClosing, including under contractual warranty agreements to service notwithstanding that the Business Products delivered date on which the claim, demand, liability or obligation arose or became manifest was on a date which was on or prior to after the Closing Date; (fiii) all Liabilities relating liabilities of the Seller pursuant to Section 11.2 of this Agreement; (iv) all liabilities, claims or other obligations of the employment or termination of employment of Seller for any of the Business Employees following: workers' compensation; payments on behalf of employees of Seller under any Benefit Plans; insurance; holiday, regular and severance pay with or by respect to all employees of the Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension whether or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or not such employees become employees of the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees Purchaser after the Closing pursuant (provided, however, that Purchaser shall be responsible for all such liabilities, claims and obligations for Continuing Employees with respect to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and employment after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8Closing); (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (iiv) any Environmental Law obligation to provide vacation, sick or Environmental Permit, in each case, occurring personal days to any employee of Seller other than a Continuing Employee with respect to employment prior to the Closing; (vi) any debt liability or other obligation of the Seller incurred after the Closing Date; (jvii) Liabilities arising out the Accounts Payable of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing DateSeller; (iviii) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by whatsoever nature under the operation of the Business or any Business Products of the Intellectual Personal Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)Leases.

Excluded Liabilities. Any Liability Other than as set forth in Section 1.03, Buyer shall not assume or become liable for (and nothing contained in this Agreement shall be construed as an assumption by Buyer of) the payment of any debts, liabilities, losses, accounts payable, bank indebtedness, mortgages, real or personal property leases or other liabilities or obligations of Seller or its Affiliates, to the extent it is not an Assumed Liability, is an Excluded Liability (collectively, the “Excluded Liabilities”), whether the same are known or unknown, now existing or hereafter arising, of whatever nature or character, whether absolute or contingent, liquidated or disputed, including, without limitation, any and all liabilities arising from, or related to, the ownership, operation and maintenance of the Business or the Assets (including any intellectual property) prior to the Effective Time. Seller shall be responsible for, and the Excluded Liabilities shall include all of the liabilities, obligations and undertakings of Seller not expressly assumed by Buyer will not assume pursuant to Section 1.03 hereof, and will not be obligated to paysuch liabilities, perform or discharge any such Liabilitiesobligations and undertakings shall remain the sole liabilities, obligations and undertakings of Seller. Without limiting the generality of the foregoing, Seller shall be responsible for, and the following are Excluded Liabilities and Buyer will not assume and will not be obligated to payshall include, perform or discharge such Liabilities of Seller or its Affiliates: (a) all Indebtedness; (b) all Liabilities for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating all of Seller’s deferred compensation obligations including any notes payable to Business Employees after the Closing pursuant to the Employee Services Agreementany Owner, (ii) to the extent provided in Section 5.5(e)obligations and liabilities of Seller under the Lease Agreement between Source Alpharetta, the Assumed Plans on Inc. and after the Transfer DateSeller, dated as of December, 2003, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements Agreement of Amendment and Release, dated December 26, 2002, among Seller, IM Comet, Inc., HMTS and Profitmark, (iv) other Liabilities specifically assumed the Agreement and Release, dated December 23, 2004 among Seller, HMTS and Profitmark, HealthDataInsights, Inc. and Healthcare Solutions, LLC and (v) all of the liabilities for any Taxes imposed by Buyer any Tax Authority pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out sale, transfer and conveyance of the Assets and all of the liabilities of Seller for any Environmental Claim or the presence or Release of Hazardous Materials prior other Taxes imposed by any Tax Authority other than payroll Taxes to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal extent included in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables Employee Accruals pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated1.03(b).

Excluded Liabilities. Any Liability Notwithstanding Section 2.2 above, NGL Subsidiary shall not assume or pay and SemStream shall continue to be responsible for the following Liabilities of Seller SemStream whether or its Affiliates, not relating to the extent it is not an Assumed Liability, is an Excluded Liability Business (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates:): (ai) all Indebtedness; (b) all Liabilities for Taxes that relate Any Liability arising from any action, suit or proceeding related to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods products sold or services rendered delivered by the Business on or SemStream prior to the Closing Date, including under contractual warranty agreements to service ; notwithstanding the Business Products delivered on disclosure thereof in the Financial Statements or prior to in the Closing DateDisclosure Schedules hereto; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing DateExcluded Taxes; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (jiii) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with SemStream arising from the transactions contemplated by this Agreement; and; (kiv) all Intercompany Payablesany Liability of SemStream to the extent attributable to the Retained Assets including, without limitation, any Liability attributable to SemStream’s ownership interest in SemStream Arizona; or (v) any Liability of SemStream arising from any action, claim, suit or proceeding related to the Bankruptcy Plan or any subsequent action, claim, suit or proceeding arising out of or related to such pending matters; (vi) any Liability of SemStream incurred in connection with or related to any current or former employee of SemStream or any Affiliate thereof (other than Intercompany Liabilities to Transferred Employees arising in connection with their employment with NGL Subsidiary), including any severance obligations or obligations under any Employee Benefit Plan of SemStream, any Affiliate, or any ERISA Affiliate thereof; (vii) current accrued liabilities of SemStream (excluding Retained Accrued Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 Payables) in excess of $3,000,000 in the Seller Disclosure Schedule aggregate, if any; or (which Contracts shall not be terminated)viii) the Retained Accrued Trade Payables.

Excluded Liabilities. Any Liability Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Buyer shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Seller or and its Affiliates, to Affiliates other than the extent it is not an Assumed Liability, is an Excluded Liability Liabilities (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and neither Buyer will not assume and will not nor its Affiliates shall be obligated to payassume, perform or discharge such and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliates: 2.6.1 any Liabilities of Seller or any of its Affiliates: (a) all IndebtednessAffiliates attributable to any asset, property or right that is not included in the Acquired Assets; (b) 2.6.2 any Liabilities of Seller or any of its Affiliates attributable to the research, development or other activity by Seller or any Affiliate related to the Acquired Assets on or prior to the Closing Date; 2.6.3 all Liabilities of Seller or any of its Affiliates arising under the Transferred Agreement prior to the Closing Date to the extent that such Liabilities are not attributable to any failure by Buyer or any of its Affiliates to comply with the terms thereof after the Closing Date, other than those Liabilities set forth on Schedule 2.5.2 attached hereto; 2.6.4 all Liabilities of Seller or any of its Affiliates arising prior to the Closing Date that give rise to Permitted Encumbrances on the Acquired Assets; 2.6.5 all Liabilities of (i) Seller for Taxes for any Tax period that relate are not attributable to the Purchased AssetsAcquired Assets or Assumed Liabilities, and (ii) for Taxes attributable to the Business or the Assumed Liabilities Acquired Assets for Taxable any Tax periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect other than any Taxes for which Buyer is liable pursuant to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes Sections 5.9.2 and 5.9.3; 2.6.6 all Liabilities of Seller or any of its Affiliates to or with respect to any of its or their employees and for Seller’s their beneficiaries; 2.6.7 all Liabilities of Seller or any Affiliate’s share of its Affiliates with respect to the Ongoing Clinical Trials except to the extent such Liabilities are attributable to an act or omission by or on behalf of Buyer or any Transfer Taxes pursuant of its Affiliates; 2.6.8 subject to Section 10.1; (c) 3.5 and ARTICLE 9, all Liabilities described of Seller or any of its Affiliates to or with respect to any [***] to the extent such Liabilities are not attributable to a failure, whether by an act or omission, by Buyer or any of its Affiliates to comply with the covenants set forth in Section 2.4(c) of this Agreement related to the Seller Disclosure Schedule;[***]; and (d) 2.6.9 all Liabilities relating to of Seller or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or its Affiliates that arise prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct from operation of Seller’s and its Subsidiaries’ business and business, that are not (iia) any Environmental Law or Environmental Permit, specifically included in each case, occurring prior to the Closing Date; (j) Liabilities arising out definition of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilutionAssumed Liabilities, or other violation by the operation (b) described in Subsections 2.6.1 through 2.6.8 in this definition of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)Excluded Liabilities.

Excluded Liabilities. Any Except for the Assumed Liabilities, Purchaser (and the Purchaser Affiliate) shall not assume and shall not be liable or responsible for any Liability of Seller, any direct or indirect subsidiary of Seller (each, a “Subsidiary”) or its Affiliatesany other Affiliate of Seller, to other than the extent it is not an Assumed Liability, is an Excluded Liability Purchased Subsidiary (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Purchaser (and Buyer will not assume and will the Purchaser Affiliate) shall not be obligated to payassume, perform or discharge and does not assume, and hereby disclaims any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller Seller, its Subsidiaries or its Affiliates: (a) all IndebtednessAny Liability attributable to any assets, properties or Contracts not included in the Purchased Assets, except Liabilities attributable to Non-Assignable Assets (for which Seller and Purchaser have reached a mutually acceptable arrangement pursuant to Section 1.5(b)); (b) all Liabilities Any Liability for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law breaches of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered Contract on or prior to the Closing Date; (fc) all Liabilities relating to the employment Any Liability for accounts payable of Seller on or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (jd) Liabilities arising out Except as otherwise specifically provided in Section 12 or as may be required under the Real Property Lease, any Liability for Taxes attributable to or imposed upon Seller or any of any Environmental Claim its Affiliates, or attributable to or imposed upon the Business or the presence Purchased Assets for any Pre-Closing Period; (e) Any Liability for or Release with respect to any loan, or other indebtedness for borrowed money, including any such Liabilities owed to Affiliates of Hazardous Materials prior Seller; (f) Any Liability arising from accidents, occurrences, misconduct, negligence, breach of fiduciary duty or statements made or omitted to the Closing Date at any Owned Real Property be made (including the Known Environmental Conditionslibelous or defamatory statements) on or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date, whether or not covered by workers’ compensation or other forms of insurance; (g) Any Liability arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including any Liability for (i) infringement or misappropriation of any Intellectual Property Rights or any other rights of any Person (including any right of privacy or publicity); (ii) breach of product warranties (which shall not include repairs, fixes or replacements in the ordinary course of business); (iii) injury, death, property damage or other losses arising with respect to or caused by Seller Products or the manufacturer or design thereof; or (iv) violations of any Legal Requirements (including federal and state securities laws); (h) Any Liability arising out of any Employee Benefit Plans or any contract of insurance for employee group medical, dental or life insurance plans; (i) Liabilities Any Liability under any Contract with an Employee or Consultant of Seller incurred as of or prior to the Closing; (j) Any Liability for making payments of any kind to Employees (including as a result of the Transaction, the termination of an employee by Seller, wages, stock options, accrued vacation or sick pay, or other claims arising out of any infringement, misappropriation, dilutionthe terms of employment with Seller), or other violation by with respect to payroll taxes relating to any Pre-Closing Period; (k) Except as otherwise set forth in this Agreement, any Liability (i) incurred in connection with the operation making or performance of this Agreement and the Transaction or (ii) related to or arising from the acquisition of the Business by Purchaser; (l) Any costs or expenses incurred in connection with shutting down, de-installing and removing equipment not purchased by Purchaser and any Business Products costs or expenses associated with any Contracts not assumed by Purchaser hereunder; (m) Except as otherwise set forth in this Agreement, any Liability for expenses and fees incurred by Seller incidental to the preparation of the Intellectual Property rights Transaction Agreements, preparation or delivery of a third partymaterials or information requested by Purchaser, in each case and the consummation of the Transaction, including all broker, counsel and accounting fees; (n) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date; (j) , or any Liability of Seller for a violation of such a Legal Requirement that occurred on or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with prior to the transactions contemplated by this AgreementClosing; and (ko) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant Any Liability to Business Contracts set forth on Section 5.11 any stockholder of the Seller Disclosure Schedule (which Contracts shall not be terminated)Seller.

Excluded Liabilities. Any Liability The Buyer is not assuming or agreeing to pay or discharge any Liabilities other than the Assumed Liabilities and all such other Liabilities of Seller and its Affiliates, including the following shall be referred to as “Excluded Liabilities”: (a) any Liabilities in respect of Taxes for which Seller or its Affiliates is liable pursuant to Section 5.07; (b) any payables and other liabilities or obligations of Seller or its Affiliates with respect to the Acquired Stores owed to any other business unit of Seller or any of Seller’s Affiliates; (c) any Company Expenses; (d) any indebtedness of Seller or its Affiliates; (e) any Liabilities in respect of any Excluded Assets; (f) except as may be otherwise specifically provided in Section 6.01, all Liabilities arising out of or relating to employee benefits, deferred compensation, pension or retirement plans, or other programs, policies, procedures or other arrangements of any type or description, including for this purpose any benefits provided or available to former employees, dependents of employees or former employees, independent contractors or any other person, which are maintained or contributed to (or formerly maintained or contributed to) by Seller or any Affiliate or former Affiliate of Seller, or to which Seller or its Affiliates or former Affiliates has or formerly had any obligation to contribute or provide benefits, however maintained, funded or sponsored, whether or not legally binding or subject to ERISA, whether providing individual or a group coverage, and whether written or unwritten, funded or unfunded, insured or self-insured, including: (i) all Liabilities arising under the Benefits Arrangements (other than any Multiemployer Plan), (ii) all Liabilities under Title IV of ERISA (other than any Liability with respect to a Multiemployer Plan), (iii) all Liabilities with respect to compensation, bonuses and commissions owed to any current or former Business Employees that are payable with respect to services performed by such individuals prior to their termination of employment or service with Seller or Seller’s Affiliates, (iv) all Liabilities arising out of or relating to any claims by any current or former Business Employees with respect to any personal injuries, including workers’ compensation or disability, allegedly arising during their employment or engagement by Seller or Seller’s Affiliates, regardless of when any such claim is made or asserted, (v) all Liabilities arising from the Seller's breach of its CBAs applicable to employees of the Acquired Stores and the Distribution Center, (vi) any Liabilities arising out of or relating to any pension plan other than a Multiemployer Plan, including but not limited to the Rite Aid of New York Pension Plan and the Rite Aid Defined Benefit Pension Plan, (vii) any Liabilities relating to personal holidays or other vacation leave accrued by employees of the Acquired Stores and the Distribution Center prior to the applicable Employment Start Date, and (viii) all other Liabilities for which Seller is responsible pursuant to Section 6.01; (g) any Liabilities or obligations in connection with any Business Employees who are not Transferred Employees (including any liabilities arising under the WARN Act and any similar state or local law, provided Buyer has offered employment to such Business Employees in accordance with Section 6.01); (h) except as otherwise specifically provided in Section 6.01(a) or (b), any Liabilities (i) in connection with the Transferred Employees to the extent it is not an Assumed Liabilityarising before, is an Excluded Liability (collectivelyand relating to any period of employment with Seller at any time on or prior to, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates: Closing Date (a) all Indebtedness; (b) all Liabilities for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (applicable Subsequent Closing Date or portions thereof) ending on or before the Distribution Center Closing Date, for payments under any Tax allocation, sharing ) or similar agreement that relate (ii) related to the Purchased Assets, the Business current or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes former employees of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1;who are not Transferred Employees; and (ci) all any Liabilities described in Section 2.4(carising out of (i) of the Seller Disclosure Schedule; (d) all Liabilities relating any Action related to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold any occurrence or services rendered by the Business on or event happening prior to the Closing (or each Subsequent Closing Date or Distribution Center Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits planas applicable), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to any matter disclosed on Schedule 3.06 of the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, Disclosure Schedules or (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation matter disclosed on Schedule 3.14 of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)Schedules.

Excluded Liabilities. Any Except for the Assumed Liabilities, Purchaser shall not assume, and shall have no liability for, any Liabilities of Seller of any kind, character or description, whether accrued, absolute, contingent or otherwise, it being understood that Purchaser is expressly disclaiming any express or implied assumption of any Liabilities of Seller (other than Assumed Liabilities) including, without limitation, (a) any Liability of Seller and any claims by any stockholder of Seller arising out of or its Affiliates, relating to the extent it is not an execution, delivery or performance of this Agreement and the Transactions, (b) any Liability of Seller to any current or former employee or consultant of Seller, (c) any Excluded Taxes, (d) any Liabilities arising out of or relating to the prosecution, ownership, operation, maintenance, sale, lease or use of the Transferred Assets or the operation of the Business prior to the Closing except for the Assumed LiabilityLiabilities, is an Excluded Liability (e) all wages, salaries and other compensation and employee benefits (including any severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the execution, delivery or performance of this Agreement), retirement and any other benefits, premiums, claims and related costs) to any of the employees, former employees (including the former employees of Seller’s U.K. Subsidiary) or retirees of Seller with respect to services performed for, or Contracts entered into with, Seller prior to the Closing, and (f) the Liabilities of Seller set forth on Schedule 1.5 (collectively, the “Excluded Liabilities”). Notwithstanding anything to the contrary herein, it is understood and Buyer will not assume and will agreed that Seller shall not be obligated responsible for any compensation, benefits or other amounts payable to payany Seller Service Provider pursuant to any Contract entered into by TheMaven, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates: (a) all Indebtedness; (b) all Liabilities for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller Purchaser or any of its their Affiliates and for Seller’s that becomes effective at or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of following the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seqClosing., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated).

Excluded Liabilities. Any Liability Except as provided in Section 2.2 above, Buyer shall not assume or be obligated for any liabilities of Seller of any kind or its Affiliates, to the extent it is not an Assumed Liability, is an Excluded Liability nature (collectively, the “"Excluded Liabilities”"), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality foregoing, all of the foregoing, the following are shall be "Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its AffiliatesLiabilities": (ai) all Indebtedness; (b) all Liabilities any liability of Seller for Taxes that relate attributable to the Purchased Assets, the Business any period or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law portion of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business period ending on or prior to the Closing Date and arising from the operation of Seller's business or ownership of the Acquired Assets; (ii) any Sales Tax to be paid by Seller pursuant to Section 2.4(c) hereof; (iii) any costs and expenses incurred by Seller incident to the negotiation and preparation of this Agreement (including the fees and expenses of any brokers, accountants or attorneys) and the performance and compliance with the agreements and conditions herein; (iv) any of Seller's accounts payable, or other indebtedness owed by Seller, existing as of the Closing Date, including whether or not such payables or indebtedness has been recorded on Seller's books; (v) any and all liabilities under contractual warranty agreements the Contracts arising after the Closing Date which are attributable to service the Business Products delivered period ending on or prior to the Closing Date; (fvi) any and all Liabilities relating to liabilities not incurred in the employment or termination ordinary course of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8business; (gvii) Liabilities relating to any and all liabilities associated with Seller's employees, whether or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulationsnot such employees are subsequently hired by Buyer, including, the Export Administration Act of 1979without limitation, the International Emergency Economic Powers Actfinancial liability in connection with any bonus, the Trading with the Enemy Actdeferred compensation, the Arms Export Control Actaccrued vacation, and their respective regulationspension, including but profit sharing or retirement plans, or any other employee benefit plans or arrangements; it being understood that Buyer will not limited to: the Export Administration Regulationsseek any pro-rata contribution from Seller towards any annual bonus plan, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations if any, adopted by Seller for such employees; and (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (iiviii) any Environmental Law liability associated with claims arising on or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities , or any claims arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to after the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business actions taken on or prior to the Closing Date; (i) Liabilities arising out , with respect to Seller's Intellectual Property or any alleged infringement of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Person's Intellectual Property rights or rights of a third party, in each case prior to the Closing Date; (j) privacy or publicity or any Liability other personal or property rights of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, any other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)Person.

Excluded Liabilities. Any Buyer will not assume, nor will it agree to pay, perform or discharge, any Liability of Seller or its Affiliatesany Affiliate of Seller, whether or not arising from or relating to the extent it is conduct of the Business or the Acquired Assets (such Liabilities which are not an Assumed Liability, is an Excluded Liability (collectivelybeing assumed, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoingprior sentence, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliatesinclude the following: (a) all Indebtedness; (b) all Liabilities for Taxes that relate any Liability to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under pay any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates; (b) any Liability of Seller or its Affiliates and for Seller’s performance under this Agreement or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1the Seller Ancillary Agreements; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising any Liability under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities Assumed Contract arising out of goods sold or services rendered by the Business on or prior to the Closing DateDate or relating to any breach, including under contractual warranty agreements violation, default or failure to service the Business Products delivered on perform by Seller or its Affiliates that occurred prior to the Closing Date; (fd) all Liabilities any Liability relating to the employment any Indebtedness of Seller or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8its Affiliates; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (iie) any Environmental Law Liability for any accounts payable or Environmental Permit, in each case, occurring other accruals related to the Business arising prior to the Closing Date, including the Pre-Closing Payables but excluding the Assumed Payables; (jf) Liabilities any Liability with respect to any Proceeding arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with from the operation of the Business prior to the Closing Date; (ig) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior Liability relating to the Closing DateExcluded Assets; (jh) any Liability under any Seller Benefit Plan, including all Liabilities for or arising from any health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA (“COBRA”) to employees, former employees and any other COBRA qualified beneficiaries with respect to Seller or its Affiliates for brokerage commissionsany ERISA Affiliate, finders’ fees or similar compensation including those who incur a COBRA qualifying event in connection with the transactions contemplated by this Agreement; andTransactions; (ki) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 employment related Liabilities of the Seller Disclosure Schedule (which Contracts shall not be terminated)Seller.

Excluded Liabilities. Any Liability of Seller or its Affiliates, to the extent it is not an Assumed Liability, is an Excluded Liability (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates: (a) all Indebtedness; (b) all Liabilities Except for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under in no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any bulk transfer Law responsibility for any liabilities or obligations of Sellers, and Assumed Liabilities shall not include any jurisdictionliabilities or obligations in respect of the following: (i) for accrued salary, under severance pay, paid time off, officers' incentive sales bonuses, any de facto merger Law, successor liability Law other bonuses and the like related to employee compensation for any period or portion of a period prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation prior owner of the Business and the ownership of the Purchased Assets on any kind or before the Closing Date, including all liabilities arising out for any period; (iii) any liability or obligation of goods sold or services rendered by the Business on or Sellers whatsoever which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under contractual warranty agreements or failure to service the Business Products delivered on or comply with, at any time prior to the Closing Date; (f) all Liabilities relating , whether or not such liability or obligation arises prior or subsequent to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to liability or arising under obligation which accrued at any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring time prior to the Closing Date; , whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (jv) Liabilities any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out , including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any infringement, misappropriation, dilution, or other violation by the operation of the Business Division's facilities or operations that is pending on the Closing Date; (vi) any Business Products liability or obligation of Sellers relating to the Intellectual Property rights breach of a third partyany Law (including, in each case without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; ; (jviii) any Liability liability or obligation of Seller Sellers arising out of or its Affiliates for brokerage commissions, finders’ fees or similar compensation incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated by this Agreementhereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and and (kix) all Intercompany Payablesexcept for the Assumed Liabilities, any other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 claim, loss, liability, obligation, damage, cost or expense of the Seller Disclosure Schedule (which Contracts shall not be terminated)Sellers.

Excluded Liabilities. Any Liability of Seller or its AffiliatesNotwithstanding Section 2.2 (and without implication that Purchaser is assuming any liability not expressly excluded by this Section 2.3 and, to the extent it is not an Assumed Liabilitywhere applicable, is an Excluded Liability (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates: (a) all Indebtedness; (b) all Liabilities for Taxes without implication that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Sellerfollowing would constitute Assumed Liabilities but for the provisions of this Section 2.3), including all liabilities and obligations of each of the Selling Entities, other than those listed in Section 2.2 hereof, shall remain the obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation liabilities of the Selling Entities and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically shall not be assumed by Buyer under the Collective Bargaining Agreements Purchaser; such liabilities and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5obligations include, 5.6 without limitation, all trade account payables and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permitaccrued and unpaid expenses not listed on EXHIBIT D attached hereto, including (i) (A) all applicable U.S. export and re-export laws and regulationsaccounts payable, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation expenses incurred by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation Selling Entities in connection with the transactions contemplated hereby (including legal, accounting and investment banking expenses), bank indebtedness or indebtedness for borrowed money, accrued wages, accrued vacation, payroll and withholding tax liability, contingent liabilities, liabilities under agreements not assumed by this Agreement; and (k) all Intercompany PayablesPurchaser, other than Intercompany Trade Payables and payables pursuant claims relating to Business Contracts set forth on Section 5.11 returns of product which were sold by the Selling Entities prior to the date hereof or which constituted finished goods inventory of the Seller Disclosure Schedule Selling Entities on the date hereof, environmental liabilities, liabilities owed to employees, Tax (which Contracts shall not be terminated)as defined herein) liabilities, liabilities to any affiliate of Sellers, any liabilities incurred to the U.S. Government for price adjustments, any liabilities arising out of or in connection with any violation of a statute or governmental rule, regulation or directive, and any other liabilities of the Selling Entities.

Excluded Liabilities. Any Liability of Seller or its Affiliates, Notwithstanding anything to the extent it is not an Assumed Liabilitycontrary in this Agreement, is an Excluded Liability (collectively, the “Excluded Liabilities”)nothing in this Agreement shall be construed to impose on Buyer, and Buyer will shall not assume and will not or be obligated to pay, perform or discharge otherwise discharge, any such Liabilities. Without limiting the generality of the foregoingLiabilities not expressly identified as Assumed Liabilities and Obligations in Section 2.3 above (collectively, the "Excluded Liabilities"), including the following are Liabilities and liabilities for Taxes, with all of such Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities remaining as obligations of Seller or its AffiliatesSeller: (a) all IndebtednessAny Liabilities in respect of (i) any Excluded Assets or other assets of Seller which are not Included Assets and (ii) any Excluded Contracts; (b) all Any Liabilities for Taxes that relate attributable to the Purchased Assetsownership, the Business sale, operation, maintenance or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result use of the application of Section 6901 of the Code or Included Assets (including any similar Law, in each case withholding Taxes imposed on Seller with respect to the Purchased AssetsTransferred Employees) for taxable periods, or portions thereof, ending at or prior to the Business or the Assumed LiabilitiesClosing, except for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes which Buyer is liable pursuant to Section 10.13.5 or 6.8 hereof; (c) all Any Liabilities described in Section 2.4(c) arising under the NPPOSA prior to, at or after the Closing or any of the Seller Disclosure ScheduleSeller's Agreements, Fuel Contracts, the Emergency Equipment Easements, Transferable Permits or Non-material Contracts at or prior to the Closing; (d) all Any Liabilities for any monetary fines or penalties imposed by a Governmental Authority with respect to the Included Assets or the employment of the Palisades Employees or Big Rock ISFSI Employees, in either case to the extent attributable to acts or omissions of Seller prior to the Closing, together with the reasonable out-of-pocket expenses of Buyer incurred in the course of responding to any investigation relating to or arising under any Excluded Assetthereto commenced by a Governmental Authority; (e) all Liabilities relating Subject to Section 3.5, any payment obligations of Seller for goods delivered, and services rendered, at or prior to the operation of the Business and the ownership of the Purchased Assets on or before the Closing DateClosing, including all liabilities arising out of goods sold rental or services rendered by the Business on lease payments due and owing at or prior to the Closing Datepursuant to any leases relating to Tangible Personal Property; (f) Subject to Section 6.10, any Liabilities relating to any Benefit Plan, any employee benefit plan as defined in Section 3(3) of ERISA, or any other plan, program, arrangement or policy established or maintained in whole or in part by Seller or NMC or by any trade or business (whether or not incorporated) which is or ever has been under common control, or which is or ever has been treated as a single employer, with Seller or NMC under Section 414(b), (c), (m), (o) or (t) of the Code ("ERISA Affiliate") or to which Seller, NMC or any ERISA Affiliate contributes or contributed, including any multiemployer plan, multiple employer plan or multiple employer welfare arrangement contributed to by Seller, NMC or any ERISA Affiliate or to which Seller, NMC or any ERISA Affiliate is or was obligated to contribute (the "Plans"), including any such Liability (i) for the termination or discontinuance of, or the Seller's, NMC's or an ERISA Affiliate's withdrawal from, any such Plan, (ii) relating to benefits payable under contractual warranty agreements any such Plan or the denial of benefits alleged to service be payable under any such Plan, (iii) relating to the Business Products delivered on PBGC under Title IV of ERISA, (iv) relating to a multiemployer plan, multiple employer plan or multiple employer welfare arrangement, (v) with respect to noncompliance with the notice requirements of COBRA, (vi) with respect to any noncompliance with ERISA or any other applicable Laws, and (vii) with respect to any suit, proceeding or claim which is asserted against Seller, NMC or any of their respective Affiliates, or against any Plan or any fiduciary or former fiduciary of, any of the Plans; (g) Any Liabilities relating to the failure to hire, the employment or services or termination of employment or services of any individual, including wages, compensation, benefits, affirmative action, personal injury (of any kind), discrimination, harassment, retaliation, constructive termination, wrongful discharge, unfair labor practices, or constructive termination by Seller or NMC of any individual, or any similar or related claim or cause of action attributable to any actions or inactions by such Person at or prior to the Closing Date; (f) all Liabilities relating with respect to the employment Included Assets, the Palisades Employees, the Big Rock ISFSI Employees, independent contractors, applicants, and any other individuals who are determined by a court or termination by a Governmental Authority to have been applicants or employees of employment of Seller, NMC or any of the Business Employees with their respective Affiliates, provided that neither Seller nor NMC will have any Liability for similar actions or inactions by Seller, including all obligations and Liabilities relating to compensation, benefits (including under Buyer or any pension successor thereto on or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to Date. Notwithstanding the Employee Services Agreementforegoing, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Buyer shall not assume any Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under for any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct employees of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law , NMC or Environmental Permit, in each case, occurring their Affiliates who are terminated or retire prior to the Closing Dateand are not considered a Transferred Employee hereunder; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated).

Excluded Liabilities. Any Liability Notwithstanding any provision of this Agreement to the contrary, none of the liabilities or obligations of Seller other than the Assumed Liabilities shall be assumed or are being assumed by Buyer, and Seller shall retain and remain and hereby retains and remains solely liable for, all of the debts, expenses, contracts, agreements, commitments, obligations and other liabilities of any nature whatsoever of Seller, the business of Seller or its Affiliatesthe Purchased Assets, to the extent it is whether known or unknown, accrued or not an Assumed Liabilityaccrued, is an Excluded Liability fixed or contingent (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting including the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliatesfollowing: (a) all Indebtedness2.4.1 Any liability related to any Excluded Assets; (b) all Liabilities for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or 2.4.2 Except as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described set forth in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or 2.3.5, any liability arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business Assigned Contracts on or prior to the Closing Date, including Date or any liability for any breach by Seller or any other Person of any Assigned Contract prior to the Closing Date or any liability for Seller’s failure to pay any accounts payable outstanding under contractual warranty agreements to service the Business Products delivered Assigned Contracts on or prior to the Closing Date; (f) all Liabilities relating to 2.4.3 Any product liability claims involving the employment Products that were first made on or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; 2.4.4 Any liability, other than liabilities or obligations pursuant to Section 2.4.3, under any Action against Seller based, in whole or in part, on events occurring or circumstances existing on or before the Closing Date (j) Liabilities arising out of the “Retained Claims”); 2.4.5 Any liability or obligation related to Seller’s existing or former employees, consultants or independent contractors; 2.4.6 Any liability for any Environmental Claim Taxes incurred or the presence or Release of Hazardous Materials accruing prior to the Closing Date at any Owned Real Property (including with respect to Seller’s business or the Known Environmental Conditions) Purchased Assets; and 2.4.7 Any liability for or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out respect of any infringementloan, misappropriation, dilutionother indebtedness for money borrowed, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability account payable of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection any Affiliate of Seller. * Certain information has been omitted and filed separately with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant Commission. Confidential treatment has been requested with respect to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated).omitted portions. Execution Version

Excluded Liabilities. Any Liability Except for the Assumed Liabilities, Purchaser shall not assume, be obligated to pay, perform or otherwise discharge or in any other manner be liable or responsible for any Liabilities of, or Action against, Sellers of Seller any kind or its Affiliatesnature whatsoever, whether absolute, accrued, contingent or otherwise, liquidated or unliquidated, due or to become due, known or unknown, currently existing or hereafter arising, matured or unmatured, direct or indirect, and however arising, whether existing before or on the Closing Date (as defined below) or arising thereafter as a result of any act, omission, or circumstances taking place prior to the extent it is not an Assumed Liability, is an Excluded Liability Closing (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge including the following Liabilities of any such Liabilities. Without limiting the generality of the foregoingSellers or of any predecessor of any of the Sellers, whether incurred or accrued by any of the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform Sellers before or discharge such Liabilities of Seller or its Affiliatesafter the Closing Date: (a) all IndebtednessCure Costs for Contracts or Leases to which any Seller is a party that are not Assigned Contracts or Assumed Leases; (b) all Liabilities for Taxes that relate to any Liability of the Purchased Assets, the Business Sellers or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdictionof their predecessors associated with any and all indebtedness, under including any de facto merger Law, successor liability Law or any other Law or as a result guarantees of third party obligations and reimbursement obligations to guarantors of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller Sellers’ or any of its Affiliates their respective Affiliates’ obligations, and for Seller’s including any guarantee obligations or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1imputed Liability through veil piercing incurred in connection with the Sellers’ Affiliates; (c) all Liabilities described in Section 2.4(c) Liability of the Seller Disclosure ScheduleSellers or of any of their predecessors associated with payments for the purchase of goods, including but not limited to customer deposits and prepaid amounts; (d) all Liabilities relating to or arising under any Excluded AssetRetained Taxes; (e) all Liabilities relating to the operation of the Business Sellers or of any of their predecessors under this Agreement and the ownership of the Purchased Assets on transactions contemplated hereby or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Datethereby; (f) all any Liabilities relating to the employment or termination of employment in respect of any Contracts or Leases to which any Seller is a party that are not Assigned Contracts or Assumed Leases, including any Liabilities arising out of the Business Employees with rejection of any such Contracts or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing Leases pursuant to Section 365 of the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8Bankruptcy Code; (g) except for Liabilities relating expressly identified as Assumed Liabilities, all Liabilities for fees, costs and expenses that have been incurred or that are incurred or owed by the Sellers or of any of their predecessors in connection with this Agreement or the administration of the Bankruptcy Cases (including all fees and expenses of professionals engaged by the Sellers) and administrative expenses and priority claims accrued through the Closing Date and specified post-closing administrative wind-down expenses of the bankrupt estates pursuant to or arising under any breach or violation of Law or Permit, including the Bankruptcy Code (which such amounts shall be paid by the Sellers from the proceeds collected in connection with the Excluded Assets) and all costs and expenses incurred in connection with (i) (A) all applicable U.S. export the negotiation, execution and re-export laws consummation of the transactions contemplated under this Agreement and regulations, including, each of the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic other documents delivered in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business connection herewith; and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out consummation of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and, including any retention bonuses, “success” fees, change of control payments and any other payment obligations of the Sellers or of any of their predecessors payable as a result of the consummation of the transactions contemplated by this Agreement and the documents delivered in connection herewith; (h) except for Liabilities expressly identified as Assumed Liabilities, all employment-related Liabilities of the Sellers, including (i) Liabilities for any action resulting from the Sellers’ employees’ separation of employment with the Sellers, including any severance or separation pay, (ii) employment-related Liabilities resulting from the transactions contemplated hereby whether before, on or after the Closing, (iii) Liabilities arising out of or relating to any collective bargaining Contract, labor negotiation, employment Contract, and consulting Contract with the Sellers, (iv) any Liabilities arising from or related to payroll and payroll Taxes for the current and former employees or independent contractors or other service providers of the Sellers to such person at any time on or prior to the Closing, (v) Liabilities of the Sellers for vacation, sick leave, parental leave, and other paid-time off accrued by the Sellers on and prior to Closing, (vi) all Liabilities with respect to any current or former employee of the Sellers including the Executive Employment Contracts, and (vii) all Liabilities for any failure to comply with applicable Laws or obligations under any Contract, in each case arising out of or related to employment of employees of the Sellers or engagement of independent contractors of the Sellers; (i) all Liabilities related to the WARN Act, to the extent applicable, with respect to the Sellers’ termination of employment of the Sellers’ employees on or prior to Closing (for the avoidance of doubt reference to the Sellers in clause (h) and (i) shall refer to the Sellers and its Affiliates); (j) all Liabilities arising under or relating to Company Benefit Plans (including all assets, trusts, insurance policies and administration service contracts related thereto); (k) all Intercompany PayablesLiabilities of the Sellers or of any of their predecessors to their respective equity holders respecting dividends, distributions in liquidation, redemptions of interests, option payments or otherwise, and any Liability of the Sellers or of any of their predecessors pursuant to any Contract or Lease set forth on Schedule 1.1(a), or has any material business arrangement with, or has any material financial obligations to or is owed any financial obligations from, any Seller or, to the Knowledge of the Sellers, any actual competitor, vendor or licensor of any Seller that is not an Assigned Contract; (l) all Liabilities arising out of or relating to any business or property formerly owned or operated by any of the Sellers, any Affiliate or predecessor thereof, but not presently owned and operated by any of the Sellers as of the date hereof; (m) all Liabilities relating to claims, actions, suits, arbitrations, litigation matters, proceedings or investigations (in each case whether involving private parties, Governmental Authorities, or otherwise) involving, against, or affecting any Acquired Asset, the Acquired Businesses, the Sellers, any of their Affiliates or predecessors, or any assets or properties of the Sellers or of any of their predecessors, in each case arising out of the ownership or operation of the Acquired Businesses or any Acquired Asset prior to the Closing; (n) all Liabilities arising under Environmental Laws, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 the extent arising out of the Seller Disclosure Schedule ownership or operation of the Acquired Businesses or any Acquired Asset from and after the Closing, whether or not yet booked as accounts payable by Sellers as of or prior to the Closing; (which Contracts shall o) all accounts payable of the Sellers or of any of their predecessors existing as of or prior to the Closing; (p) all Liabilities outstanding as of and arising after the Closing for any contract for delivery of or returns of products previously sold to customers, whether or not be terminated)any customer has provided a deposit for the sale except for under any Assigned Contract; (q) all Liabilities of the Sellers or of any of their predecessors arising out of any Contract, Permit, or claim that is not transferred to Purchaser hereunder; and (r) all Liabilities for all Professional Fees Amounts.

Excluded Liabilities. Any Liability Notwithstanding any other provision of Seller or its Affiliates, this Agreement to the extent it contrary, neither the Buyer nor any Buyer Designee is not an assuming and the Seller shall pay, perform or otherwise satisfy (or cause the other Seller Entities to pay, perform or otherwise satisfy), any liabilities of the Seller Entities or the Acquired Entities other than the Assumed LiabilityLiabilities (and, is an Excluded Liability for the avoidance of doubt, including those Assumed Liabilities assumed by virtue of the Buyer or a Buyer Designee acquiring the Acquired Entity Equity Interests) (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting including the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliatesfollowing: (a) all Indebtednessany liability (i) retained pursuant to Section 5.7 arising in respect of or relating to Business Employees or (ii) arising under any Employee Plan irrespective of whether such liability arises prior to, on, or after the Closing Date, except to the extent assumed by the Buyer or any Buyer Designee pursuant to Section 5.7; (b) all Liabilities for Taxes that relate any Indebtedness outstanding as of the Closing Date to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate extent it is not related to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1Business; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Scheduleany Transaction Expenses; (d) any Seller Environmental Liabilities; (e) any liability with respect to: (i) any former Business Employee irrespective of whether such liability arises prior to, on, or after the Closing; (ii) any current Business Employee who is not employed by the Buyer or an Affiliate of the Buyer (including any Acquired Entity) immediately following the Closing, irrespective of whether the liability arises prior to, on, or after the Closing; (iii) any current or former employee or service provider of the Seller or an Affiliate of the Seller (other than any Acquired Entity) who is not a Business Employee, irrespective of whether the liability arises prior to, on, or after the Closing; (iv) the Transferred Seller Entity Employees arising prior to or on the Closing, other than liabilities (A) arising for those payroll periods ended prior to the Measurement Time for vacation, holiday, sick time and other leave, and in each case, the employer portion of the payroll Taxes related thereto, to the extent that such amounts in this clause (A) are taken into account in Closing Net Working Capital as finally determined pursuant to Section 2.9, or (B) assumed by the Buyer or a Buyer Designee (x) as required by Law with respect to any Transferred Seller Entity Employee, and such liabilities as of the Measurement Time shall be taken into account as Indebtedness or Closing Net Working Capital, as the case may be, and as finally determined pursuant to Section 2.9, (y) pursuant to Section 5.7 and/or (z) taken into account as Indebtedness as finally determined pursuant to Section 2.9; and (v) any failure to comply with the obligation to notify, consult with or obtain the consent of any union, works council, employee representatives, or similar labor association or organization (A) required of the Seller or any Affiliate of the Seller (including any Acquired Entity) prior to the Closing and (B) required of the Seller or any Affiliate of the Seller (excluding any Acquired Entity) after the Closing; (f) all Liabilities liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing DateContract, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), not related to the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8Business; (g) Liabilities relating any Taxes to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation be paid by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior Seller pursuant to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this AgreementArticle VI; and (kh) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant any liability or obligation relating to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)an Excluded Asset.

Excluded Liabilities. Any Liability of Seller Buyer shall not assume, or its Affiliatesotherwise be responsible for, to the extent it is not an Assumed Liabilityany liabilities or obligations (whether actual or contingent, is an Excluded Liability matured or unmatured, liquidated or unliquidated, or known or unknown) (collectively, the “Excluded Liabilities”)"EXCLUDED LIABILITIES") of Sellers, and Buyer will not assume and will not be obligated to pay, perform any other owner or discharge any such Liabilities. Without limiting the generality operator of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates: (a) all Indebtedness; (b) all Liabilities for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or Schools prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment any Affiliate of any of the Business Employees with or by Sellerforegoing, including all other than those liabilities and obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities which have been specifically assumed by Buyer pursuant to Sections 5.5Section 2.03. The "Excluded Liabilities" shall include, 5.6 and 5.8; (g) Liabilities relating without limitation, any liabilities or obligations to the extent that they relate to, are connected with, are based upon or arising under any breach or violation arise out of Law or Permit, including the following: (i) regulatory liabilities imposed by the U.S. Department of Education (Athe "DOE") and/or all applicable U.S. export regulatory and re-export laws and regulations, including, licensing agencies with regulatory authority over the Export Administration Act of 1979, Sellers and/or the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring Schools for periods prior to the Closing Date; , (jii) Liabilities arising out liabilities relating to employees of any Environmental Claim or Sellers and the presence or Release of Hazardous Materials Schools for periods prior to the Closing Date at any Owned Real Property (including including, without limitation, salary, bonuses, payroll taxes payable, accrued vacation liability or other compensation or benefits), (iii) liabilities with respect to accounts payable incurred on or before the Known Environmental ConditionsClosing Date that are set forth on Schedule 2.04, (iv) Tax liabilities of Sellers or at any off-site location to which Hazardous Materials migrated or were sent for treatment▇▇▇▇▇ (including, storage or disposal without limitation, sales and income tax liabilities in connection with this Agreement), (v) liabilities with respect to the operation claims referenced on Schedule 5.13 hereto, (vi) liabilities associated with any lines of credit or other long-term debt of Sellers (including current portion), (vii) any intercompany payables or debt to any parent or stockholder of any of the Business prior Sellers (whether to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business ▇▇▇▇▇ or any Business Products Affiliate of the Intellectual Property rights of a third party, in each case prior to the Closing Date; Sellers or ▇▇▇▇▇) and (jviii) any Liability of Seller other liability or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated obligation which has not been specifically assumed by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables Buyer pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)2.03.

Excluded Liabilities. Any Liability of Seller or its AffiliatesNotwithstanding Section 2.3, other than, to the extent it is not an Assumed Liabilityof the Seller's Interests, is an Excluded Liability (collectivelyLiabilities of Conemaugh Fuels, the “Excluded Liabilities”)LLC and Keystone Fuels, and LLC, Buyer will shall not assume and will not or be obligated to pay, perform or otherwise discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates:(the "Excluded Liabilities"): (a) all IndebtednessAny Liabilities of Seller in respect of any Excluded Assets or other assets of Seller which are not Purchased Assets, except to the extent caused by the acts or omissions of Buyer or its Representatives or Buyer's ownership, lease, maintenance or operation of the Purchased Assets; (b) all Any Liabilities for of Seller in respect of Taxes that relate attributable to the Purchased Assets, the Business or the Assumed Liabilities Assets for Taxable taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, except for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes which Buyer is liable pursuant to Section 10.13.5 or 6.5; (c) all Any Liabilities described in Section 2.4(c) of Seller arising from the breach prior to the Closing Date by Seller of any of the Seller Disclosure ScheduleSeller's Agreements; (d) all Any Liabilities relating of Seller to third parties for personal injury or arising under any Excluded Asset; (e) all Liabilities relating tort, or similar causes of action to the operation extent arising out of the Business and the ownership ownership, lease, maintenance or operation of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including other than the Liabilities assumed by Buyer under contractual warranty agreements Section 2.3(c); (e) Any fines or penalties imposed by any Governmental Authority resulting from any violation of Law by Seller that occurred prior to service the Business Products delivered on Closing Date, it being understood that costs associated with correcting such violations shall not be deemed to be fines or penalties for purposes hereof; (f) Any payment obligations of Seller for services rendered prior to the Closing Date; (fg) all Any Liabilities of Seller relating to Remediation, loss of life, injury to persons or property and damage to natural resources arising from the employment storage, transportation, treatment, disposal, discharge recycling or termination Release of employment of Hazardous Substances at any of the Business Employees with or by SellerOff-Site 17 ______________________________________________________________________________ Location, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permitfrom the arrangement for such activities, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out , which Hazardous Substances were generated in connection with the ownership, lease, maintenance, construction, modification or operation of any Environmental Claim the Purchased Assets, the Jointly Owned Stations or the presence Sites, provided, for purposes of this Section, "Off-Site Location" does not include any adjacent or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site nearby location to which Hazardous Materials Substances, disposed, discharged or Released at the Purchased Assets, the Jointly Owned Stations or the Sites have migrated or were sent for treatment, storage come to be located; and (h) Any Liability under or disposal in connection with related to Environmental Laws arising as a result of the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)Transmission Assets, except to the extent arising out of or relating to Buyer's ownership, lease, maintenance, construction, modification or operation of any Purchased Asset.

Excluded Liabilities. Any Notwithstanding anything to the contrary in this Agreement, any Schedule or Exhibit, any Purchaser Ancillary Agreement or any Seller Ancillary Agreement to the contrary, and regardless of any disclosure to the Purchaser (other than the Assumed Liabilities specifically listed in Section 2.1(c)(iii)), the Purchaser does not assume, agree to pay, discharge or satisfy, or otherwise have any responsibility for any Liability of the Seller of any kind, character or its Affiliatesdescription whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, insured or uninsured and currently existing or hereinafter arising, including any Liability of the Seller related to the extent it Acquisition, this Agreement or arising from the conduct of the Business or the ownership of the Purchased Assets prior to the Closing, whether or not accrued and whether or not such Liability is not an Assumed Liability, is an Excluded Liability disclosed in this Agreement or in any Schedule or Exhibit hereto (collectively, the “Excluded Liabilities”). For the avoidance of doubt, and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliatesinclude the following: (ai) any Liability arising from or related to any and all Indebtednessproducts manufactured or sold and/or services performed by Seller or any of its Affiliates on or before the Closing Date except to the extent Liabilities relate to product return or similar obligations that are consistent with the Seller’s reserve for such matters as described in Schedule 2.1(c)(ii); (bii) all Liabilities any Liability for (A) the portion of any Transfer Taxes to be paid by the Seller Parties under Section 6.10(b) (B) any Taxes of any Seller Party, (C) any Taxes that relate to the Purchased Assets, the Business Assets or the Assumed Liabilities for Taxable taxable periods (or portions thereof) ending on or before the Closing Date, for payments under including Taxes allocable to any Seller Party pursuant to Section 6.10(d), and (D) any and all Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law Liability arising by reason of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, Seller Party being liable for Taxes of Seller another Person by reason of contract, assumption, transferee Liability, operation of law, Treasury Regulations section 1.1502-6(a) (or any of its Affiliates and for Seller’s predecessor or successor thereof or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1analogous or similar provision under Law) or otherwise; (ciii) all Liabilities described in Section 2.4(c) any Liability of Seller pursuant to any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing on or prior the Seller Disclosure ScheduleClosing Date; (div) all Liabilities relating to or arising under any Excluded AssetIndebtedness outstanding as of the Closing Date; (ev) all Liabilities relating any Liability arising from or related to any breach, failure to perform, torts related to the operation performance of, violations of the Business Law, infringements or indemnities under, guaranties pursuant to and the ownership of the Purchased Assets on overcharges or before the Closing Dateunderpayments under, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or any Company Contract prior to the Closing Date; (fvi) all Liabilities relating any Liability arising from or related to any compliance or noncompliance prior to the employment or termination of employment of Closing Date with any of Law applicable to the Seller, the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8Purchased Assets; (gvii) Liabilities relating any Liability arising from or related to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, includingAction against the Seller, the Export Administration Act Business or the Purchased Assets pending as of 1979the Closing Date or based upon any actions, the International Emergency Economic Powers Actevents, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. circumstances or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring conditions arising prior to the Closing Date; (jviii) Liabilities any Liability arising out of any Environmental Claim from or the presence or Release of Hazardous Materials prior related to the Closing Date at matters described in the first sentence of Section 6.13(b) and Section 6.13(c); (ix) the Excluded Employee Liabilities and, except as set forth in Section 2.1(c)(iii), all Liabilities under or with respect to the Company Benefit Plans and any Owned Real Property other employee benefits arrangements of the Seller; (including x) any Liability arising from or related to the Known Environmental ConditionsConsolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal other than in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation actions taken by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller Purchaser or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with after the transactions contemplated by this AgreementClosing; and (kxi) any Liability incurred by the Seller or any Person other than the Purchaser or its Affiliates arising out of or relating to the negotiation and preparation of this Agreement, the Purchaser Ancillary Agreements or the Seller Ancillary Agreements (including fees and expenses payable to all Intercompany Payablesattorneys and accountants, other than Intercompany Trade Payables professional fees and payables pursuant to Business Contracts set forth on Section 5.11 of expenses and bankers’, brokers’ or finders’ fees for persons not engaged by the Seller Disclosure Schedule (which Contracts shall not be terminatedPurchaser or its Affiliates).

Excluded Liabilities. Any Liability The only Liabilities which Purchaser shall assume and to which the Purchased Assets shall be subject are the Assumed Liabilities and all other Liabilities shall be retained by the Sellers. For the avoidance of Seller doubt, the Liabilities listed below are excluded and shall not be assumed or discharged by Parent or its Affiliates, to Affiliates and instead shall be retained by the extent it is not an Assumed Liability, is an Excluded Liability (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its AffiliatesSellers: (a) all IndebtednessAll Liabilities arising out of or relating to the Excluded Assets; (b) all All Liabilities for Transfer Taxes that relate to the Purchased Assets, the Business imposed or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or assessed as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes transactions effected pursuant to Section 10.1this Agreement; (c) all All Liabilities described in Section 2.4(c) of the Seller Disclosure ScheduleSellers with respect to any indebtedness for borrowed money; (d) all All Liabilities relating to claims for overcharges made or arising under any Excluded Assetbilled prior to the Closing; (e) all Any Liabilities relating or obligations of any Seller under any Contract related to the operation breaches by a Seller of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or its obligations thereunder occurring prior to the Closing Date; (f) Any payment obligations of any Seller for goods delivered or services rendered prior to the Closing (other than (i) Warranty Claims, and (ii) "orbital payments" and similar payments arising out of the operation of the Purchased Satellites, including those to become due pursuant to the terms of the Purchased Satellite Procurement Contracts, Revised Procurement Contract and New Procurement Contract); (g) Any Liabilities, obligations or responsibilities whatsoever relating to any "employee benefit plan" (as defined in Section 3(3) of ERISA) maintained by any Seller, any ERISA Affiliate, any Subsidiary or any Affiliate of any Seller whether or not relating to employees associated with the Purchased Assets, including any multiemployer plan, maintained by or contributed to by any Seller or any ERISA Affiliate, or as to which any Seller, Subsidiary, ERISA Affiliate or Affiliate of any Seller is obligated to contribute to, at any time, including any such Liability (i) to the Pension Benefit Guaranty Corporation under Title IV of ERISA; (ii) relating to a multiemployer plan; (iii) with respect to non-compliance with the notice or benefit continuation requirements of COBRA; or (iv) with respect to any non-compliance with ERISA or any other applicable laws; (h) Except as provided in Section 8.2(c), all Liabilities relating with respect to any Persons at any time employed by any Seller or its Affiliates in connection with the employment operation or termination ownership of the Transferred Business or the Purchased Assets, whether known or unknown, fixed or contingent which arise out of events occurring prior to employment of any of such Persons, if at all, by Purchaser; (i) All Liabilities arising from the Business Employees with ownership or by Seller, including all obligations and Liabilities relating operation of the Purchased Assets prior to compensation, benefits the Closing; (including under any pension or defined benefits planj) Except as provided in Section 8.2(c), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and any Liabilities arising under OSHA or the Workers Worker Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “"WARN Act”), except (i") as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out Sellers' termination of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreementemployees; and (k) all Intercompany PayablesAll Liabilities assessed by the FCC for violations of statutes, other than Intercompany Trade Payables rules and payables pursuant policies with respect to Business Contracts set forth on Section 5.11 Sellers' operation of the Seller Disclosure Schedule (which Contracts shall not be terminated)Purchased Assets and the Transferred Business prior to the Closing.

Excluded Liabilities. Any Liability of Seller or its AffiliatesExcept for the Assumed Liabilities, to the extent it is not an Assumed Liabilityin no event shall Purchaser assume, is an Excluded Liability (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated agree to pay, perform satisfy or discharge or otherwise have any such Liabilities. Without responsibility for any liabilities or obligations of Seller, and, without limiting the generality of the foregoing, Assumed Liabilities shall not include any liabilities or obligations in respect of the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities following: (i) Taxes (as hereinafter defined) of Seller or its Affiliates: (a) all Indebtedness; (b) all Liabilities for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under kind or for any de facto merger Law, successor period; (ii) any liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes obligation of Seller or whatsoever which accrued at any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business time on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on whether or not such liability or obligation arises prior or subsequent to the Closing Date; (f) all Liabilities relating , including, without limitation, any liabilities with respect to the employment payroll and accrued vacation pay and employee claims or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant attributable to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials payroll period ending prior to the Closing Date at any Owned Real Property (including or ending after the Known Environmental Conditions) or at any off-site location Closing Date that relates solely to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; , distributions payable, debt or notes payable (iincluding, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, contract claims, discrimination claims, EEOC claims and Medical Malpractice Claims (as hereinafter defined)); (iii) Liabilities any liability or obligation of Seller relating to or arising from Seller's breach of, default under or failure to comply with, at any time on or prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability; (iv) any liability or obligation of Seller relating to or arising from Seller's failure in a timely manner to pay or perform any other liability or obligation which accrued at any time on or prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Seller arising out of or with respect to any infringementthird party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of Seller's business on or prior to the Closing Date, misappropriationwhether or not such liability or obligation arises prior to or subsequent to the Closing Date; (vi) any liability or obligation of Seller relating to the breach of any Law (as hereinafter defined) (including, dilutionwithout limitation, the WARN Act (as hereinafter defined) and Environmental Laws (as hereinafter defined)); (vii) any liability or obligation of Seller under or relating to any Employee Benefit Plan (as hereinafter defined) (including, without limitation, any employment agreements outstanding with Seller), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Seller arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other violation by experts of Seller; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Seller. Seller agrees to pay and settle all its liabilities and obligations (other than the Assumed Liabilities) in a timely manner. Without limiting the generality of the foregoing, Seller shall pay, in accordance with its payroll policies in effect on the Closing Date, all payroll expenses that are payable after the Closing Date but that relate solely to the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated).

Excluded Liabilities. Any Liability of Seller or its AffiliatesNotwithstanding Section 2.3, other than, to the extent it is not an Assumed Liabilityof the Seller’s Interests, is an Excluded Liability (collectivelyLiabilities of Conemaugh Fuels, the “Excluded Liabilities”)LLC and Keystone Fuels, and LLC, Buyer will shall not assume and will not or be obligated to pay, perform or otherwise discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates:(the “Excluded Liabilities”): (a) all IndebtednessAny Liabilities of Seller in respect of any Excluded Assets or other assets of Seller which are not Purchased Assets, except to the extent caused by the acts or omissions of Buyer or its Representatives or Buyer’s ownership, lease, maintenance or operation of the Purchased Assets; (b) all Any Liabilities for of Seller in respect of Taxes that relate attributable to the Purchased Assets, the Business or the Assumed Liabilities Assets for Taxable taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, except for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes which Buyer is liable pursuant to Section 10.13.5 or 6.5; (c) all Any Liabilities described in Section 2.4(c) of Seller arising from the breach prior to the Closing Date by Seller of any of the Seller Disclosure ScheduleSeller’s Agreements; (d) all Any Liabilities relating of Seller to third parties for personal injury or arising under any Excluded Asset; (e) all Liabilities relating tort, or similar causes of action to the operation extent arising out of the Business and the ownership ownership, lease, maintenance or operation of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including other than the Liabilities assumed by Buyer under contractual warranty agreements Section 2.3(c); (e) Any fines or penalties imposed by any Governmental Authority resulting from any violation of Law by Seller that occurred prior to service the Business Products delivered on Closing Date, it being understood that costs associated with correcting such violations shall not be deemed to be fines or penalties for purposes hereof; (f) Any payment obligations of Seller for services rendered prior to the Closing Date; (fg) all Any Liabilities of Seller relating to Remediation, loss of life, injury to persons or property and damage to natural resources arising from the employment storage, transportation, treatment, disposal, discharge recycling or termination Release of employment of Hazardous Substances at any of the Business Employees with or by SellerOff-Site Location, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permitfrom the arrangement for such activities, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out , which Hazardous Substances were generated in connection with the ownership, lease, maintenance, construction, modification or operation of any Environmental Claim the Purchased Assets, the Jointly Owned Stations or the presence Sites, provided, for purposes of this Section, “Off-Site Location” does not include any adjacent or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site nearby location to which Hazardous Materials Substances, disposed, discharged or Released at the Purchased Assets, the Jointly Owned Stations or the Sites have migrated or were sent for treatment, storage come to be located; and (h) Any Liability under or disposal in connection with related to Environmental Laws arising as a result of the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)Transmission Assets, except to the extent arising out of or relating to Buyer’s ownership, lease, maintenance, construction, modification or operation of any Purchased Asset.

Excluded Liabilities. Any Liability of Seller or its Affiliates, Notwithstanding anything contained in this Agreement to the extent it is contrary, Purchaser shall not an assume or become responsible for any claim, liability or obligation whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise ( "Liability" ) except the Assumed Liability, is an Excluded Liability Liabilities (collectively, the “"Excluded Liabilities”"), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are included among the Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller which Purchaser shall not assume or its Affiliates:become responsible for (unless specifically included on the list of Assumed Liabilities): (ai) all Indebtedness; (bWithout in any way effecting the obligations of Purchaser to reimburse Seller pursuant to Section 4.1(d) below, all Liabilities for Taxes that relate local, state, federal, franchise, and income and other taxes (including but not limited to, any taxes attributable to any gain under Section 1377 of the Purchased AssetsCode) whether deferred or which have accrued or may accrue or become due and payable by Seller and/or Shareholders either prior to, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before after the Closing Date, including, without limitation, all taxes and fees of a similar nature arising from the sale and transfer of the Purchased Assets to Purchaser; (ii) All Liabilities and obligations to directors and officers of Seller, including, without limitation, all Liabilities and obligations for payments wages, salary, bonuses, commissions, vacation (except to the extent Purchaser agrees to assume such item) or severance pay, profit sharing or pension benefits, and all Liabilities and obligations arising under any Tax allocationbonus, sharing commission, salary or similar agreement that relate to compensation plans or arrangements, whether accruing prior to, or on or after the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case Closing Date; (iii) All Liabilities and obligations with respect to unemployment compensation claims and workmen's compensation claims and claims for race, age and sex discrimination or sexual harassment or for unfair labor practice which occurred prior to the Purchased Assets, the Business or the Assumed Liabilities, Closing Date and for Taxes of Seller or which any claim may be asserted by any of its Affiliates and for the Seller’s 's employees, prior to, on or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1after the Closing Date; (civ) all All Liabilities described of Seller to third parties for personal injury or damage to property based on or arising from occurrences, circumstances or events, or exposure to conditions, existing or occurring prior to the Closing Date and for which any claim may be asserted by any third party prior to, on or after the Closing Date; (v) All Liabilities and obligations of Seller arising under or by virtue of environmental laws accruing prior to, or on the Closing Date; (vi) All Liabilities of Seller, including any costs of attorneys' fees incurred in Section 2.4(cconnection therewith, for litigation, claims, demands or governmental proceedings arising from occurrences, circumstances or events, or exposure to conditions occurring or existing prior to, or on the Closing Date; (vii) All Liabilities of Seller based on any theory of liability or product warranty with respect to any product manufactured or sold prior to the Closing Date and for which any claim may be asserted by any third party, prior to, on or after the Closing Date; (viii) All attorneys' fees, accountants or auditors' fees, and other costs and expenses incurred by Seller and/or the Shareholders in connection with the negotiation, preparation and performance of this Agreement; (ix) All Liabilities of the Seller in connection with the Excluded Assets, unless such Liabilities are specifically designated as Assumed Liabilities in the Agreement or in the Disclosure Schedule; (dx) all Any Liabilities relating of Seller with respect to any options, warrants, agreements or arising under convertible or other rights to acquire shares of its capital stock of any Excluded Assetclass; (exi) all Any Liabilities of Seller relating to the shareholder loans reflected on the Financial Statements; and (xii) All other debts, Liabilities, obligations, contracts and commitments (whether direct or indirect, known or unknown, contingent or fixed, liquidated or unliquidated, and whether now or hereinafter arising) arising out of or relating to the ownership, operation or use of the Business and the ownership any of the Purchased Assets on or before prior to the Closing Date or the conduct of the Business of Seller whether prior to, on or after the Closing Date, including except only for the liabilities and obligations to be performed by Purchaser constituting the Assumed Liabilities, provided, it is the parties' intent to include as Assumed Liabilities on the Disclosure Schedule, all known liabilities arising out (that are not an Excluded Liability) that arose from the operations of goods sold or services rendered by the Business on or by Seller prior to the Closing Date, including under contractual warranty agreements . It shall be Seller's responsibility to service disclose such liabilities on the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seqDisclosure Schedule., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated).

Excluded Liabilities. Any Liability Notwithstanding any provision of this Agreement to the contrary (and without implication that Purchaser is assuming any liability of Seller or its Affiliatesthe Business or any liability related to any of the Assets not expressly excluded), to the extent it Purchaser is not an Assumed Liability, is an Excluded Liability (collectively, the “Excluded Liabilities”), assuming and Buyer will not assume and will shall not be obligated required to pay, perform or discharge any such liabilities or obligations that are not specifically included in the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to Seller shall (or shall cause an Affiliate to) pay, perform or discharge such when due or required to be performed or discharged, or contest in good faith, the Excluded Liabilities. The Excluded Liabilities of Seller or its Affiliatesshall include, but are not limited to, the following: (a) all Indebtednessliabilities or obligations of Seller, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created, that are not specifically identified as Assumed Liabilities; (b) all Liabilities for Taxes that relate obligations and liabilities relating to or incurred in connection with the Purchased Excluded Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described obligations and liabilities based on any actual or alleged defect in Section 2.4(c) the manufacture, quality, conformity to specification or fitness for purpose of any product sold by the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or Business, before the Closing Date, including all product liability, product warranty obligations and liabilities arising out and all obligations and liabilities in respect of goods sold product recalls or services rendered by the Business product warnings (including voluntary recalls and warnings reasonably intended to avoid or mitigate liability); (d) all liabilities for income Taxes, franchise Taxes or other Taxes based on income, revenue or prior gross receipts, and all liabilities for or relating to other Taxes to the Closing Date, including under contractual warranty agreements extent the other Taxes arise from or relate to service the Business Products delivered on or any period prior to the Closing Date; (e) all liabilities related to, associated with or arising out of any breach or default, failure to perform and overcharges or underpayments, in each case arising from events or actions prior to the Closing under the contracts included in the Assets or Assumed Liabilities; (f) all Liabilities relating to legal , accounting, brokerage, investment banking and finder’s fees or other fees and expenses incurred by or on behalf of Seller or its Affiliates in connection with this Agreement and the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8transactions contemplated hereby; (g) Liabilities relating to all liabilities related to, associated with or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim action, claim, suit or the presence or Release of Hazardous Materials prior proceeding with respect to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing, whether such action, claim, suit or proceeding is brought prior to, on or after the Closing; (h) all pre-Closing Dateliabilities related to unpaid invoices or bills representing amounts alleged to be owed with respect to the Business, or other alleged obligations of Seller or with respect to the Business; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Dateall Transfer Tax liabilities; (j) any Liability of all liabilities prorated to Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)2.6.

Excluded Liabilities. Any Liability Other than the Assumed Liabilities, all liabilities, liens and other obligations of Seller Sellers or its Affiliates, any affiliates of Sellers or the Shareholder relating to the extent it is not an Assumed Liability, is an Excluded Liability Business or the Purchased Assets arising prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and Buyer will shall be retained, fully paid, fully performed and fully discharged solely by Sellers. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not assume specifically listed in Schedule 1.2(a), including (i) any liability of Sellers for income, transfer, sales, use, and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting all other taxes arising in connection with the generality consummation of the foregoing, the following transactions contemplated hereby (including any income taxes arising because Sellers are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates: (a) all Indebtedness; (b) all Liabilities for Taxes that relate to transferring the Purchased Assets), the Business whether imposed on Sellers as a matter of law, under this Agreement or the Assumed Liabilities otherwise; (ii) any liability of any Seller for Taxable periods taxes, including taxes of any person other than such Seller; (iii) any liability of a Seller with respect to any indebtedness for borrowed money or portions thereofcredit card payables; (iv) ending on any liability of a Seller arising out of any threatened or before the Closing Datepending litigation or other claim; (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for payments under any Tax allocationunemployment compensation benefits, sharing pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or similar agreement that relate to the Purchased Assetstermination pay, the Business or the Assumed Liabilities, imposed under any bulk transfer Law vacation and other forms of any jurisdiction, under any de facto merger Law, successor liability Law compensation or any other Law form of employee benefit plan (including the health benefits payable reflected on Sellers’ balance sheet), agreement (including employment agreements), arrangement or as a result commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Sellers; (vii) any liabilities of Sellers to the Shareholder or any affiliates of the application of Section 6901 of the Code Shareholder or any similar Law, current or former shareholder in each case connection with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller this Agreement or any of its Affiliates and for Seller’s or transactions contemplated hereby; (viii) any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating liability related to or arising under out of the Excluded Assets; (ix) any Excluded Asset; negative cash or book balances or any intercompany debt by and between, or by and among, Sellers and any affiliate of Sellers; and (ex) all Liabilities any environmental liability arising out of or relating to the operation of the Business or Sellers’ leasing, ownership or operation of real property. All Excluded Liabilities shall be the responsibility of Sellers, and Sellers and the ownership of the Purchased Assets on Shareholder, jointly and severally, agree to indemnify and hold Buyer harmless against any Excluded Liabilities, debts, obligations, claims or before the Closing Datedamages therefrom, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations costs and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seqexpenses., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated).

Excluded Liabilities. Any Liability of Seller or its Affiliates, Notwithstanding anything in this Agreement to the extent it is not an contrary, except as specifically provided for as Assumed LiabilityLiabilities in Section 2.3, is an Excluded Liability (collectively, the “Excluded Liabilities”)Seller shall retain, and Buyer will shall not assume and will not assume, or in any way be obligated to payliable for or bound by, perform or discharge any such Liabilities. Without limiting the generality liabilities of the foregoingHampshire Parties or the Business of any kind (known and unknown, the following matured and unmatured, accrued, recorded or unrecorded, or contingent, regardless of whether such rights are Excluded Liabilities and Buyer will not assume and will not be obligated to paycurrently exercisable), perform or discharge such Liabilities of Seller or its Affiliates: including, without limitation (ai) all Indebtedness; (b) all Liabilities any amounts due for Taxes that relate relating to the Purchased Assetsany taxable period ending, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending incurred in connection with any transaction taking place, on or before the Closing DateDate and, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating taxable period beginning prior to the operation of the Business Closing Date and the ownership of the Purchased Assets on or before ending after the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or portion thereof prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Dateany indebtedness for borrowed money, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to any obligations for accounts payable or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation expenses of the Business or the Hampshire Parties (iv) any Business Products obligations under any of the Intellectual Property rights arrangements or benefit plans or any retirement, severance or deferred compensation arrangement of the Hampshire Parties for the benefit of the Employees, (v) any obligation arising out of or in connection with any contractual obligations of the Business or the Hampshire Parties or the termination thereof other than with respect to such contractual obligations included in the Acquired Assets, (vi) any obligation based on any actual or alleged defect in the design, manufacture, quality, conformity to specification or fitness for purpose of any product manufactured, sold or distributed (including, without limitation, the Acquired Inventory) by, or for, a third partyHampshire Party, in each case prior or any service provided by the Hampshire Parties relating to the Business, before the Closing Date; , including, without limitation, all product liability, product warranty liabilities and all liabilities in respect of product recalls or product warnings (jincluding, without limitation, product labeling, product disclosure, voluntary recalls and warnings reasonably intended to avoid or mitigate liability), (vii) any Liability of Seller contractual obligations (including with respect to any leases) that are not Assumed Contracts, Assumed Purchase Orders or its Affiliates for brokerage commissionsAssumed Purchase Contracts, finders’ fees and (viii) any costs or similar compensation expenses payable by the Hampshire Parties in connection with the transactions contemplated by this Agreement; and Agreement (kincluding any transfer fees payable in connection with any Required Consents) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of (the Seller Disclosure Schedule (which Contracts shall not be terminated“Excluded Liabilities”).

Excluded Liabilities. Any Liability of Seller or its Affiliates, to the extent it is not an Assumed Liability, is an Excluded Liability (collectively, the “Excluded Liabilities”), and Buyer will shall not assume and will not or be obligated to pay, perform or otherwise discharge any liability or obligation of DBBC, direct or indirect, known or unknown, absolute or contingent, not expressly included in the Assumed Liabilities and Assumed Commitments (all such liabilities and obligations not being assumed being herein called the "Excluded Liabilities"). Without limiting the generality foregoing, each of the foregoing, the following are shall be Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities for purposes of Seller or its Affiliatesthis Agreement: (a) all Indebtedness;Liabilities in respect of suits, claims, proceedings or investigations described in Schedule 5.5. (b) all Liabilities for Taxes that relate to the Purchased Assets, the Business and obligations incurred under or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under imposed by any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Environmental Law, successor liability Law relating to, associated with or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold (i) the occupancy, operation, use or services rendered control of any of the Real Property or any real property formerly owned, occupied, operated, used or otherwise controlled by the Business DBBC or its predecessors on or prior to the Closing Date, including under contractual warranty agreements to service or (ii) the Business Products delivered operation of WRQQ on or prior to the Closing Date;. (fc) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, Except as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e9.3(f), the Assumed Plans on and after the Transfer Datedebts, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5obligations or liabilities, 5.6 and 5.8; (g) Liabilities whether absolute, accrued, contingent or otherwise, relating to any plan or arising arrangement under any breach or violation which benefits are provided to employees of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, includingSeller, the Export Administration Act Merged Companies or Phoenix of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulationsHendersonville, including but not limited to: the Export Administration Regulations, any Employee Plan; and, except as provided in Section 9.3(d), any debts, obligations, claims or liabilities with respect to wages, overtime pay, fees, expense reimbursements, vacation pay, commissions, bonuses and any other payments whatsoever based on services provided by any employee or independent contractor to Seller, the Office Merged Companies or Phoenix of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring Hendersonville prior to the Closing Date;. (jd) Liabilities arising out Any Taxes levied against Seller, the Merged Companies or Phoenix of Hendersonville or for which Seller, the Merged Companies or Phoenix of Hendersonville are liable for any Environmental Claim period or the presence portion thereof ending on or Release of Hazardous Materials prior to the Closing Date at or for any Owned Real Property (including the Known Environmental Conditions) period or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior portion thereof beginning subsequent to the Closing Date; (i) Liabilities arising out Date but relating to operations and activities of any infringementSeller, misappropriation, dilution, the Merged Companies or other violation by the operation Phoenix of the Business or any Business Products of the Intellectual Property rights of a third party, in each case Hendersonville prior to Closing, but only insofar as such Taxes have not been reflected or reserved against in Seller Financial Statements (as defined in Section 5.6(a)); provided, however, that this Section 2.4(d) is not intended to limit Buyer's agreement to pay to the Closing Date; (j) any Liability members of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with DBBC the transactions amount of certain taxes as contemplated by this Agreement; and (kSection 3.6(b) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)hereof.

Excluded Liabilities. Any Liability Anything herein to the contrary notwithstanding, and without limitation, Purchaser does not hereby assume any of the following liabilities of Seller or its AffiliatesGuarantor, to all of which are and shall remain the extent it is not an Assumed Liability, is an Excluded Liability obligations solely of Seller and Guarantor (collectively, the “"Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates:"): (a) Any liability for any and all Indebtednessfederal, state, local, and foreign, taxes, fees, and assessments of any kind; (b) all Liabilities for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments Any liability under any Tax allocation, sharing litigation or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law administrative proceedings of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1kind; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure ScheduleAny liability for personal injury or property damage; (d) all Liabilities Any liability under products liability, strict liability, or implied warranty claims relating to services rendered or arising under any Excluded Assetproducts sold by Seller; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or Any liability under any theory for services rendered by Seller, its employees, or its independent contractors (including, but not limited to, taxes, penalties, and interest); (f) Any debt or obligations to any related or affiliated party; (g) Any liability of any kind related to any real property the leases for which are not a part of the Assumed Liabilities, and any liability related to any real property the leases for which constitute a part of the Assumed Liabilities with respect to periods prior to the date hereof; (h) Any liability related to any automobiles, except to the extent specifically constituting a part of the Assumed Liabilities; (i) Any accrued and unpaid vacation, sick pay, and/or paid time off of any employee, officer, and/or director of Seller, and/or any other employee benefit liability of any kind, except to the extent included within the Assumed Liabilities; (j) Any of Seller's Employee Benefit Plans (as defined in Section 3.1(j)) or any liability or obligation related thereto; (k) Seller's Trade Accounts Payable in excess of Twenty-Five Thousand Dollars ($25,000); (l) Any liability for any credits owed to clients, patients, insurance carriers, payors, or other persons which are attributable to "overpayments" for services provided by Seller, except for credits specifically listed and disclosed in the Accounts Receivable list delivered pursuant to Section 3.1(x); (m) Any liability or obligation incurred by Seller, Guarantor, and/or any of their respective affiliates in connection with the negotiation, preparation, or performance of this Agreement, including, without limitation, legal, accounting, broker's, finders', and other professional fees and expenses; and/or (n) Any liability related to the business and operations of Seller or the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of date hereof and any of the Business Employees with or by Seller, including all obligations other liability not specifically and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing expressly assumed pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation 1.5 of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated).

Excluded Liabilities. Any Liability Notwithstanding the provisions of Seller Section 1.4 or its Affiliates, any other provision hereof or any Schedule or Exhibit hereto and regardless of any disclosure to the extent it is not an Assumed Liability, is an Excluded Liability (collectivelyBuyer, the “Excluded Liabilities”Buyer shall not assume any liabilities, obligations or commitments of the Sellers relating to or arising out of the operation of the Business or the ownership of the Acquired Assets prior to the Closing other than the Assumed Liabilities (the "EXCLUDED LIABILITIES"), and Buyer will not assume and will not be obligated to payincluding, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliateswithout limitation: (a) all Indebtednessliabilities resulting from outstanding checks of ▇▇▇▇ presented for payment on or after the Closing Date; (b) liabilities related to any and all Liabilities for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under workers' compensation and disability claims resulting from any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered injury incurred on or prior to the Closing Date; (fc) all Liabilities relating to the employment liabilities for any medical treatment or termination of employment of any of the Business Employees with service occurring on or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (jd) Liabilities arising out liabilities related to any and all obligations under loans and capital leases of any Environmental Claim or the presence or Release of Hazardous Materials prior ▇▇▇▇ relating to the Closing Date at any Owned Real Property Business and all related contingent and accrued interest, fees and expenses, including those listed on SCHEDULE 1.5(D); (including the Known Environmental Conditionse) or at any off-site location liabilities with respect to which Hazardous Materials migrated or were sent for treatmentall pending or, storage or disposal in connection with the operation of based on written notice, threatened litigation and claims relating to the Business listed on SCHEDULE 3.14; (f) liabilities with respect to all product liability, product recalls, warranty claims, defective material claims and merchandise returns with respect to products sold and delivered by ▇▇▇▇ on or prior to the Closing Date; (ig) Liabilities liabilities for intercompany accounts payable to Hitachi; (h) liabilities for Taxes relating to or arising out of the Business accruing with respect to any infringementtime period occurring at or prior to Closing, misappropriationexcept for (i) property taxes that are the responsibility of the Buyer under Section 5.7(b), dilution(ii) Transfer Taxes, which the Buyer will pay, and (iii) any other Taxes to the extent specifically accrued for on the Closing Balance Sheet; (i) liabilities, obligations and commitments of ▇▇▇▇ arising out of certain job work for Mitsubishi consisting of the front and rear knuckle and damper fork parts described on SCHEDULE 1.3(K); (j) liabilities with respect to all pending or, based on written notice, threatened litigation and claims relating to any infringement by ▇▇▇▇ of any patent, copyright, trademark, trade name, know how, trade secret or other violation by proprietary right of any other person in connection with the operation conduct of the Business or any Business Products of the Intellectual Property rights of a third party, in each case listed on SCHEDULE 3.15(B) for products shipped prior to the Closing Date; (jk) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation and expenses incurred by the Sellers in connection with negotiating, preparing, closing and carrying out this Agreement and the transactions contemplated by this Agreement, including the fees, expenses, disbursements and expenses for the Sellers' attorneys, accountants, investment bankers and consultants; (l) liabilities relating to or arising with respect to any of the Excluded Assets; and (km) all Intercompany Payables, other than Intercompany Trade Payables liabilities relating to or arising with respect to the Environmental Claims listed on SCHEDULE 3.17(A) and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminatedSCHEDULE 3.17(F).

Excluded Liabilities. Any Liability Notwithstanding anything else contained herein to the contrary, Buyer shall not assume and shall have no obligation to pay, satisfy, perform, discharge or fulfill any liabilities or obligations of Seller or its AffiliatesAffiliates (whether known or unknown, to liquidated or unliquidated, contingent or fixed) other than the extent it is not an Assumed Liability, is an Excluded Liability Liabilities (collectively, the “Excluded Liabilities”), . The Excluded Liabilities shall remain the liabilities and Buyer will not assume obligations of Seller or its Affiliates and will shall not be obligated to pay, perform or discharge assumed by Buyer pursuant hereto (regardless of whether any such Liabilitiesliabilities or obligations are disclosed in this Agreement). Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliatesshall include the following: (a) all Indebtednessliabilities and obligations related to the Excluded Assets; (b) all Liabilities liabilities and obligations for Taxes that relate any of Seller’s income or capital taxes owed by Seller, and any liability or obligation for any sales, use, excise, or other taxes (including, without limitation, income taxes, withholding taxes and employment and payroll taxes) arising prior to or in connection with the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result consummation of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1transactions contemplated by this Agreement; (c) except as otherwise expressly provided for herein, all Liabilities described liabilities and obligations of Seller for costs and expenses incurred in Section 2.4(c) of connection with this Agreement and the Seller Disclosure Scheduletransactions contemplated hereby; (d) all Liabilities relating liabilities and obligations related to or arising under any Excluded Assetthe Seller Chargebacks and the Seller Returns (in each case subject in all respects to the provisions of Section 5.4); (e) all Liabilities relating payment obligations of Seller to the operation any bank, insurance company, finance company, or other institutionalized lender of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Dateother person for money borrowed; (f) all Liabilities liabilities and obligations of Seller relating to the employment or termination of employment guaranty by Seller of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8third party obligations; (g) Liabilities relating all inter-company liabilities payable to Seller or arising under any breach its Affiliates; (h) all liabilities related to applicable bulk sales or violation of Law or Permit, including fraudulent conveyance Laws; (i) all liabilities, including claims made for defective material and failure to comply with specifications, in respect of any occurrence, defect, deterioration or incident related to any (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and Purchased Inventory or (B) all other U.S. products using the Transferred Intellectual Property sold by Seller or non-U.S. Export Control Laws governing the conduct any of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental PermitAffiliates, in each casecase whether asserted before, occurring prior to on or after the Closing Date; (j) Liabilities arising out all liabilities and obligations in respect of any Environmental Claim and all litigations, actions, suits, mediations, arbitrations, disputes, oppositions or other proceedings or governmental investigations with respect to or involving the Purchased Assets, the Purchased Business, the Applicable Employees or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property Assumed Liabilities (including the Known Chinese Laundry Complaint and the Remza Matter), which are pending on, or threatened in writing on or before, the Closing Date; (k) all liabilities relating to Non-Assigned Contracts; (1) all liabilities in respect of the Purchased Assets or the Purchased Business relating to Environmental Conditions) Laws that are attributable to the ownership of the Purchased Assets or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Purchased Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated).

Excluded Liabilities. Any Liability Notwithstanding any other provision of Seller or this Agreement to the contrary, other than the Assumed Liabilities set forth in Section 2.3, Newco shall not assume and shall not be liable for, and Credence shall retain and remain solely liable for and obligated to discharge and indemnify and hold Newco harmless for, all of the debts, expenses, Contracts, commitments, obligations and other Liabilities of any nature whatsoever of Credence, any of its Affiliates, to the extent it is not an Assumed Liability, is an Excluded Liability Business or the Purchased Assets (collectively, the “Excluded Liabilities”), and Buyer will whether known or unknown, accrued or not assume and will not be obligated to payaccrued, perform fixed or discharge any such Liabilities. Without limiting contingent, including the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliatesfollowing: (a) all IndebtednessLiabilities under Contracts, other than those first arising under the Assumed Contracts after the Closing Date; (b) all Liabilities any Liability for Taxes that relate attributable to the Purchased Assetsor imposed upon Credence or any Affiliate of Credence, or attributable to or imposed upon the Business or the Assumed Liabilities Purchased Assets for Taxable periods (any Pre-Closing Tax Period and any liability or portions thereof) ending on obligation of Credence or before the Closing Date, any Affiliate of Credence for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law Taxes of any jurisdiction, under any de facto merger Law, successor liability Law person imposed on Credence or any other Law or as a result Affiliate of the application of Credence pursuant to Treasury Regulation Section 6901 of the Code 1.1502-6 (or any similar Lawprovision under any local, in each case with respect to the Purchased Assetsstate or foreign law), the Business as a successor, by contract or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1otherwise; (c) all Liabilities described any Liability for accounts or trade payables of Credence, any Liability of any Affiliate of Credence, and any Liability of Credence for broker or investment banking fees or any other expenses of outside advisors incurred in Section 2.4(c) of connection with the Seller Disclosure Scheduletransactions contemplated by this Agreement; (d) any Liability of Credence or any Affiliate of Credence attributable to any Compensation and Benefit Plan maintained by Credence or any Affiliate of Credence or related to any Designated Employee (except the PTO expressly assumed hereby), including any earned or due commissions, salaries, bonuses or other employment related payments related to such Designated Employee’s employment by Credence or any of its Subsidiaries, and all Liabilities relating amounts due to any other employees, consultants or other service providers engaged by Credence or any of its Subsidiaries related to the Business or otherwise arising under any Excluded Assetfrom or related to such engagement; (e) all Environmental Liabilities, regardless of whether such Environmental Liabilities relating to shall arise or become known before, on or after the operation Closing Date; (f) any claim or Liability arising from the breach or infringement or alleged breach or alleged infringement of third party intellectual property rights as a result of the conduct of the Business and by Credence or any of its Affiliates or the ownership use of the Intellectual Property of Credence or any of its Affiliates by Credence or any of its Affiliates; (g) all Liabilities related to any litigation involving the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by related to the conduct of the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered use of any Purchased Assets by Credence or its Affiliates on or prior to the Closing Date; (fh) all Liabilities set forth on the Credence Disclosure Schedule unless expressly set forth in Section 2.3; (i) all Liabilities, other than the Assumed Liabilities, relating to the Purchased Assets or the Designated Employees arising out of the operation or ownership of the Business or the employment of the Designated Employees, in each case, prior to or as of the Closing Date regardless of when such Liabilities become known, and all Liabilities, other than the Assumed Liabilities, relating to the employment or the termination of employment of any employees of Credence or any of its Subsidiaries; (j) all Liabilities set forth on Schedule 2.4(j); (k) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8;Excluded Assets; and (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (iil) any Environmental Law Liability of Credence or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out any Affiliate of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal Credence incurred in connection with the operation making or performance of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with this Agreement and the transactions contemplated by this Agreement; and (khereby, except as provided in Section 5.10(d) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)hereof.

Excluded Liabilities. Any Liability It is expressly agreed that BFC and BFC Investments will retain and Buyer shall not assume, or in any way be liable or responsible for, any of Seller the following liabilities of BFC or its Affiliates, to the extent it is not an Assumed Liability, is an Excluded Liability Business (collectively, the “"Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates:"): -------------------- (a) all Indebtednessobligations and liabilities principally arising out of or relating to the Excluded Assets; (b) all Liabilities for Taxes debts, liabilities or obligations of BFC and BFC Investments that relate do not arise out of or are not principally related to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1Business; (c) all Liabilities described in obligations and liabilities of BFC retained pursuant to Section 2.4(c) of the Seller Disclosure Schedule5.7 hereof; (d) all Liabilities trade payables, trade promotion or pricing allowances (other than liabilities relating to or arising under any Excluded Asset; (ereturns and coupons and sales incentives payable to brokers and Sun Hing, but including slotting allowances) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business for broker commissions earned based on or sales prior to the Closing Date, including under contractual warranty agreements in each case which would be reflected as a liability on a balance sheet of BFC prepared in accordance with generally accepted accounting principles as of the Closing Date, provided, however, that with respect to service any particular trade promotion or -------- ------- pricing allowance, such liability shall be an Excluded Liability only if BFC shall have shipped inventory to the Business Products delivered on applicable customer in connection with such trade promotion or pricing allowance prior to the Closing Date; (fe) all Liabilities liabilities relating to coupons "dropped" by BFC prior to the employment or termination of employment of any earlier of the Business Employees with or by SellerClosing Date and January 1, including all obligations and Liabilities relating to compensation1998, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) but only to the extent provided such coupons are received by Buyer for redemption prior to June 30, 1998; (f) any liability for credits or refunds due to customers resulting from any bona fide return of inventory prior to the 60th day following the Closing Date (or, in Section 5.5(ethe case of returns of mincemeat or egg nog, June 30, 1998), provided, however, that the Assumed Plans on and amount of the liability which is an Excluded -------- ------- Liability shall be limited to the amount in excess of inventory standard cost with respect to any such saleable inventory (x) with an expiration date that is more than 90 days following the date such inventory is returned (or, in the case of returns of mincemeat or egg nog, with an expiration date that is after the Transfer DateDecember 31, (iii1998) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (ivy) other Liabilities specifically assumed by Buyer pursuant which, when combined with Buyer's then existing inventory, does not constitute an amount of inventory in excess of the amount reasonably expected to Sections 5.5, 5.6 and 5.8be sold during the 12 month period following such return date; (g) Liabilities all obligations and liabilities relating to sales incentives payable to brokers to the extent based on sales prior to January 1, 1998 and all obligation and liabilities relating to sales volume incentives under BFC's arrangements with Sun Hing to the extent based on sales prior to January 1, 1998; (h) any liability or arising under obligation of BFC owing to any breach stockholder, subsidiary or violation affiliate thereof (other than any portfolio company of Law an investment fund organized by Kohlberg Kravis ▇▇▇▇▇▇▇ & Co., except ▇▇▇▇▇▇), other than liabilities or Permit, including obligations for the purchase of inventory or raw materials; (i) any liabilities related to (Ai) all applicable U.S. export and re-export laws and regulationsincome Taxes of any of BFC or BFC Investments (ii) except to the extent provided under Sections 2.3 or 11.3, includingTaxes attributable to the transfer of the Assets pursuant to this Agreement, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (Biii) all other U.S. or non-U.S. Export Control Laws governing Taxes relating to the conduct of Seller’s Business and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring attributable to periods ending prior to the Closing Date; , (jiv) Liabilities arising out all other Taxes not attributable to the Business and (v) Taxes of any Environmental Claim other Person pursuant to an agreement or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date;otherwise; and (j) any Liability of Seller or its Affiliates other obligations and liabilities for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by which BFC and BFC Investments have expressly assumed responsibility pursuant to this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated).

Excluded Liabilities. Any Liability PURCHASER SHALL NOT ASSUME OR BE OR BECOME LIABLE FOR ANY LIABILITY OR OBLIGATION OF SELLER, WHETHER KNOWN, UNKNOWN, ABSOLUTE, CONTINGENT, OR OTHERWISE, THAT IS NOT AN ASSUMED LIABILITY, including without limitation any liability or obligation of Seller (i) arising from the litigation between Seller and Ste▇▇▇▇ ▇▇▇▇▇▇ ▇▇rsuant to Case No. 00VS006191-E, Ste▇▇▇▇ ▇▇▇▇▇▇ ▇. Pinnacle Medsource, Inc. and Medinex Systems, Inc. filed in the Clerk of Court's office for the State Court of Ful▇▇▇ ▇▇unty, Georgia on [July 6, 2001]; (ii) arising from that certain Letter of Intent dated July 15, 2001 between Seller/Parent Company and Simra Enterprises Inc.; (iii) arising from Seller's or its AffiliatesParent Company's use and implementation of any web-based, e-commerce transactions related to the extent it is not an Assumed Liability, is an Excluded Liability (collectively, the “Excluded Liabilities”), Division and Buyer will not assume its conduct and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates: (a) all Indebtedness; (b) all Liabilities for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business through the URLs "dis▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇" ▇r "Med▇▇▇▇.▇▇▇"; (iv) arising from any invoices for Seller's and/or Parent Company's web hosting, licensing, and services administration contract with "Sites That Sell", providing for web hosting and administrative service and support; (v) for all costs and expenses of continuing in full force and effect the ownership of the Purchased Assets on or before the Closing Date, including existing health insurance benefits provided to all liabilities arising out of goods sold or services rendered by the Business on or Hired Employees immediately prior to the Closing Date, including under contractual warranty agreements through September 30, 2001; (vi) arising from any obligations and liabilities of Seller to service the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by SellerParent Company, including all obligations and Liabilities relating to compensation, benefits (including under without limitation any pension payment or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer other obligation under the Collective Bargaining Agreements promissory note of Seller in favor of Parent Company with a principal balance of approximately $85,896 as of June 30, 2001; and (ivvii) arising from any obligation of Seller to The Business House for any broker, finder, or other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading fees associated with the Enemy Act, the Arms Export Control Act, making and their respective regulations, including but not limited to: the Export Administration Regulations, the Office execution of Foreign Asset Control Regulations this Agreement. The liabilities and the International Traffic obligations of Seller described in Arms Regulations (collectively, these laws and regulations this Section 1.4 are hereinafter collectively referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)"EXCLUDED LIABILITIES."

Excluded Liabilities. Any Liability Buyer is not assuming, shall not assume, shall not be deemed to have assumed and shall not be responsible to pay, perform or discharge, and Seller shall pay, perform and otherwise discharge, any and all Liabilities of Seller or its Affiliates, to Affiliates other than the extent it is not an Assumed Liability, is an Excluded Liability Liabilities (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such shall include the following: (i) all Liabilities of Seller arising or its Affiliates: (a) all Indebtednessincurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Documents and the Transactions including fees and expenses of counsel, accountants, consultants, advisers and others; (bii) all Liabilities for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1;Excluded Taxes; 165530988v21 (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (diii) all Liabilities relating to or arising under any from the Excluded AssetAssets; (eiv) all Liabilities relating to in respect of any Proceeding that is pending on the Closing Date or any Proceeding outside of the ordinary course of business that is commenced after the Closing Date, which arises out of, relates to, or is otherwise in respect of the operation of the Business and or the ownership of the Purchased Acquired Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (fv) all Liabilities relating to the employment of Seller for any present or termination former employees (including all Liabilities associated with any severance for such employees), officers, directors, retirees, independent contractors or consultants of employment of any of the Business Employees with or by Seller, including all obligations and any Liabilities relating to associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control retention, termination or other payments, bonus paymentsharassment, unpaid vacation and paid time offdiscrimination, and or wrongful discharge; (vi) all Liabilities of Seller under this Agreement or any other Ancillary Document, including any obligation or liability arising out of a breach of any representation, warranty or covenant made by Seller under OSHA or the Workers Adjustment and Retraining Notification Act pursuant to this Agreement or any other Ancillary Document; (vii) all milestone payments under installer Contracts; and (viii) all Liabilities for indebtedness of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees Seller other than indebtedness owed or arising after the Closing pursuant to the Employee Services AgreementAssumed Liabilities, (ii) subject, however, to the extent provided in application of Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated2.1(d)(vi).

Excluded Liabilities. Any Liability Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller or any predecessor owner of all or part of its Affiliates, business and assets of whatever nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the extent it is not an Assumed Liability, is an Excluded Liability (collectively, the “Excluded Liabilities”"EXCLUDED LIABILITIES"), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality foregoing, all of the foregoing, the following are shall be Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities for the purposes of Seller or its Affiliatesthis Agreement: (a) all Indebtednessliabilities and any obligations under any Contracts arising (i) on or before the Closing Date (ii) which are not disclosed in Schedule 2.01 (a), or (iii) which are not properly assigned to Buyer and the benefits of which have not been made available to Buyer pursuant to Section 2.04; (b) all Liabilities any obligation or liability for Taxes that relate any tax, assessment or public charges of any type or nature whatsoever, due or payable to any Federal, state or local government or agency arising from or with respect to the Purchased Assets, the Business Assets that is incurred in or the Assumed Liabilities for Taxable periods attributable to any tax period (or portions portion thereof) ending on or before the Closing Date, for payments under including any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or taxes payable as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1transactions contemplated by this Agreement; (c) any and all Liabilities described in Section 2.4(c) of liabilities and obligations arising pursuant to agreements or understandings with consultants, distributors, suppliers or customers and relating to products shipped on or before the Seller Disclosure ScheduleClosing Date; (d) all Liabilities relating liabilities and obligations resulting from product liability claims for damage or injury to persons or property arising under from the ownership, possession or use of any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered product shipped by the Business Seller on or prior to the Closing Date, including under contractual ; (e) all liabilities and obligations resulting from product warranty agreements claims with respect to service the Business Products delivered any Seller's Software shipped by Seller on or prior to the Closing Date; (f) all Liabilities relating liabilities and obligations of Seller which may arise by reason of or with respect to the employment this Agreement or termination of employment of any of the Business Employees with transactions contemplated hereby (including, without limitation, all legal, accounting, brokerage, investment banking or by finder's fees of Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export liabilities and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities obligations arising out of the employment, severance and termination liabilities with respect to any Environmental Claim director, officer, employee or the presence consultant under any contract or Release of Hazardous Materials agreement which has been terminated on or prior to the Closing Date at or which arise under any Owned Real Property (including the Known Environmental Conditions) contract or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation agreement as a result of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; (h) all liabilities and obligations for infringement or misappropriation arising from the use of the Intellectual Property by Seller or any customers of Seller on or prior to the Closing Date; and (ki) any and all Intercompany Payablesother liabilities, obligations, claims or causes of action relating to the Product Lines or the Purchased Assets and resulting from or relating to any action, failure to act, or facts and circumstances occurring or existing on or prior to the Closing other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)Assumed Liabilities.

Excluded Liabilities. Any Liability of Seller or its Affiliates, Notwithstanding anything else contained herein -------------------- to the extent it is not an contrary, all liabilities and obligations of Endeavor or the Sellers (whether known or unknown, liquidated or unliquidated, contingent or fixed) other than the Assumed Liability, is an Excluded Liability Liabilities (collectively, the “"Excluded Liabilities”") shall remain the liabilities and obligations of Endeavor and the Sellers and are not assumed by Purchaser pursuant hereto (regardless of whether any such liabilities or obligations are disclosed in this Agreement), . Endeavor and Buyer will not assume each Seller hereby agree that it shall fully and will not be obligated to timely pay, perform or and discharge any such Liabilitiesall of its Excluded Liabilities in accordance with their respective terms. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will include the following, whether or not assume and will not be obligated to payreflected as Current Liabilities on the June 30, perform or discharge such Liabilities of Seller or its Affiliates1998 Balance Sheets: (a) all Indebtedness;any liability or obligation arising under any contract not listed on Schedule 1.2.1(f) or Schedule 1.2.2(f) hereof; ----------------- ----------------- (b) all Liabilities for Taxes that relate any liability or obligation related to the Purchased Excluded Assets; (c) any liability or obligation to any employee of Endeavor or either Seller, not hired by Purchaser pursuant to Section 5.2 hereof, and any liability or obligation under any employee benefit plan maintained by Endeavor or either Seller; (d) any liability or obligation arising out of any termination by Endeavor or either Seller of the employment of any employee as a result of this transaction or otherwise and any liability or obligation related to any former employee of Endeavor or either Seller who retired effective as of or prior to the Execution Date; (e) any liability or obligation under any litigation, arbitration, investigation or other proceeding brought against either Seller with respect to any matter occurring prior to the Execution Date (regardless of whether it is pending as of or has been threatened or asserted prior to the Execution Date), including, without limitation, the lawsuit entitled QDS v. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ------------------------- MD, et al., file number E-61332 in the Superior Court of ▇▇▇▇▇▇ County, State of ---------- Georgia; (f) any liability or obligation for any income taxes owed by Endeavor or either Seller and any liability or obligation for any sales, use or other taxes arising in connection with the consummation of the transactions contemplated by this Agreement. Purchaser hereby acknowledges and agrees that income taxes on the revenue of the Business earned during the Interim Period shall be the liability of Purchaser and any income taxes assessed against Endeavor or Sellers with respect to the revenue of the Business earned during the Interim Period will be paid by Purchaser; (g) any tax liability that may be imposed, with respect to the Assets, by any federal, state or local government on the Business ownership, sale, operation or use of the Assumed Liabilities for Taxable periods (or portions thereof) Assets, relating to any period ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Effective Date; (fh) all Liabilities any liability or obligation of either Seller relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach of contract, breach of warranty, tort, infringement or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Datelaw; (i) Liabilities arising out of any infringement, misappropriation, dilution, liability or other violation by the operation of the Business obligation payable to Endeavor or any Business Products other affiliate of the Intellectual Property rights of a third party, in each case prior to the Closing Dateeither Seller; (j) any Liability liability or obligation of Endeavor or either Seller to indemnify any person by reason of the fact that such person was an employee, officer, director or its Affiliates agent of Endeavor or such Seller (or such person was serving as an employee, officer, director or agent of any other entity at the request of Endeavor or such Seller) prior to the Execution Date; (k) any liability or obligation of Endeavor or either Seller for brokerage commissions, finders’ fees or similar compensation costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby; (l) any liability or obligation of QDS under or pursuant to the Card Guard Agreement; (m) any liability or obligation of Endeavor or either Seller relating to the current portion of the long-term debt of Endeavor or the Sellers or Endeavor's or the Sellers' indebtedness to Sirrom Capital Corporation and Sirrom Investments, Inc. (the "Sirrom Indebtedness"); (n) any liability or obligation of Endeavor or either Seller relating to that certain Lease by this Agreementand between Pavilion Partners, L.P. and QDS, dated September 16, 1996, for the premises of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Atlanta, Georgia and that certain Lease dated April 1, 1996 between Siemens' Credit Corporation and Atlanta Cardiology Group, P.C.; (o) any liability or obligation of Endeavor or either Seller relating to Current Liabilities in excess of cash, cash equivalents, deposits or investments as set forth on the June 30, 1998 Balance Sheets; (p) any liability covered by insurance maintained by Endeavor or either Seller immediately prior to the Execution Date, to the extent of such coverage; and (kq) all Intercompany Payables, any other than Intercompany Trade Payables and payables pursuant to Business Contracts liability or obligation of either Seller not specifically set forth on in Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)1.4 hereof.

Excluded Liabilities. Any Liability Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller or its Affiliates, to the extent it is not an Assumed Liability, is an Excluded Liability (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates:): (a) all Indebtednessany liabilities or obligations relating to or arising out of the Excluded Assets; (b) all Liabilities any liabilities or obligations for (i) Taxes that relate relating to the Purchased Assets, the Business Assets or the Assumed Liabilities for Taxable periods (or portions thereof) any taxable period ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, (ii) income taxes attributable to the Real Property or the Facility and related to income earned while Seller owned the Real Property or the Facility and (iii) any other Taxes of Seller (other than Taxes allocated to Buyer under Section 6.01) for any taxable period; (c) any liabilities or obligations of Seller to its employees, including under contractual warranty any liability of Seller under: (i) any employee benefit plans, (ii) any employment, deferred compensation, severance, employee retention or other similar agreement or plan; and (iii) any workers’ compensation or long-term disability plan or policy; (d) any liabilities or obligations of Seller arising out of contracts or agreements other than as set forth in 2.01(b) of the Disclosure Schedules; (e) any liabilities or obligations related to service the Business Products delivered on or performance of Assigned Contracts prior to the Closing DateClosing; (f) all Liabilities relating any liabilities or obligations related to any personal injury which occurred prior to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8Closing; (g) Liabilities relating any liability or obligation related to or arising under the damage of any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring third party property which occurred prior to the Closing DateClosing; (jh) Liabilities arising out any liabilities and obligations of any Environmental Claim or the presence or Release of Hazardous Materials Seller associated with material sent off site by Seller prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Datethird party disposal; (i) Liabilities any liabilities or obligations of Seller arising out or incurred in connection with the negotiation, preparation, investigation and performance of any infringementthis Agreement, misappropriationthe other Transaction Documents and the transactions contemplated hereby and thereby, dilutionincluding, or other violation by the operation without limitation, fees and expenses of the Business or any Business Products of the Intellectual Property rights of a third partycounsel, in each case prior to the Closing Date;accountants, consultants, advisers and others; and (j) any Liability liabilities or obligations of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with arising out of the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts litigation set forth on in Section 5.11 2.04(j) of the Seller Disclosure Schedule (which Contracts shall not be terminated)Schedules.

Excluded Liabilities. Any Liability Without limiting the foregoing, the Purchaser shall have no responsibility whatsoever with respect to any liabilities of the Seller or its Affiliates, to other than the extent it is not an Assumed Liability, is an Excluded Liability Liabilities (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to payincluding, perform or discharge any such Liabilities. Without limiting the generality of the foregoingwithout limitation, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliatesfollowing: (a) all Indebtednessany obligation or liability of the Seller whether known or unknown, not expressly agreed to be assumed by the Purchaser pursuant to this Agreement arising from the operations of the Golden Guernsey Assets and/or the Business up to the Time of Closing or arising out of the sale by the Seller of the Golden Guernsey Assets that may arise due to the consummation of the transactions set forth herein that are not otherwise set forth herein; (b) all Liabilities for Taxes that relate to the Purchased Assets, the Business any obligation or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 Seller for expenses incurred in connection with the sale of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes Golden Guernsey Assets pursuant to Section 10.1this Agreement; (c) all Liabilities described in Section 2.4(c) liabilities and obligations of the Seller Disclosure Schedule; (d) all Liabilities relating or any affiliates to employees of the Business, whether or not hired by the Purchaser; and any obligation or liability of the Seller with respect to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim employee contract, employee benefit plan or any other plans or arrangements for the presence or Release benefit of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation employees of the Business prior Debtor or any affiliates, including any multi-employer pension plan withdrawal liability, severance payments, obligations to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, provide health insurance or other violation liabilities arising by the operation reason of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; (d) any liabilities of the Seller with respect to collective bargaining or other labor contracts, including, without limitation, any collective bargaining agreements. On or before Closing (as defined herein), Seller shall file a motion to reject the agreements referred to herein. The Seller shall provide the Purchaser with proof that any collective bargaining agreement of the Seller has been rejected; (e) any liabilities of the Seller under any contract, agreement, or obligation other than those identified as Assumed Liabilities; and (kf) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 any liabilities of the Seller Disclosure Schedule or its predecessors on any and all milk vendor or procurement contracts with Foremost Farms USA or any other milk seller. On or before Closing (which Contracts as defined herein), the Seller shall not be terminated)file a motion to reject the agreements referred to herein. The Seller shall provide the Purchaser with proof that the agreements referred to herein have been rejected.

Excluded Liabilities. Any Liability of Seller or its Affiliates, to the extent it is not an Assumed Liability, is an Excluded Liability (collectively, the “Excluded Liabilities”)Except as expressly otherwise stated herein, and except as provided in Section 5.3, Buyer will shall not assume and will not or be obligated to for, and Seller shall retain, pay, perform or discharge any such Liabilities. Without limiting the generality and discharge, all of the foregoingfollowing debts, contracts, liabilities and obligations (the following are "Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities"): 3.2.1 Liabilities of Seller any kind or its Affiliates: (a) all Indebtedness; (b) all Liabilities for Taxes that nature, absolute or contingent which arise or are to be performed before the Closing Date and which relate to the Purchased AssetsBusiness, including, without limitation, those relating to the Business Acquired Assets or the Assumed Liabilities Liabilities. 3.2.2 Any and all liabilities and obligations of the Seller related exclusively to the conduct of any business other than the Business; 3.2.3 All liabilities and obligations of Seller for Taxable periods taxes (federal, state or portions thereoflocal) ending on or of any kind, which arose before the Closing Date, including, without limitation, property taxes (other than property taxes relating to the Acquired Assets arising on or after the Closing Date), franchise taxes, payroll taxes and taxes based on the income or capital of Seller, including any interest, fines or penalties thereon; 3.2.4 Any tax or other liabilities of Seller arising or resulting from the consummation of the transactions contemplated by the Agreement, including, without limitation, liability for payments any sales taxes; 3.2.5 Employee benefits (including vacation and sick pay) accruing prior to the Closing Date for the benefit of any employee of Seller; 3.2.6 Any liabilities and expenses of Seller arising out of or relating to this Agreement or the performance of the transactions contemplated by this Agreement, including without limitation, legal or accounting fees, investment banking fees, any broker's commissions or finder's fees, and any costs, expenses or liabilities incurred by Seller to obtain the consent or approval of any third party that is required in order for Seller to enter into this Agreement and consummate the transactions contemplated hereby, including without limitation consents or approvals to the assignment of leases or other contracts from Seller to Buyer; 3.2.7 Seller's obligations under any Tax allocationcontract or agreement of employment with any officer, sharing director or similar agreement that relate employee, to the Purchased Assets, the Business extent that such contract or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case agreement is not an Acquired Asset; 3.2.8 Seller's obligations with respect to any "related party" (i.e., between or among Seller, PTC and their Affiliates or any of them) accounts, debts or notes payable and any "related party" cause of action or other claim against Seller; 3.2.9 Liability for any severance pay or other severance benefit paid or payable by Seller to any employee of Seller who is terminated from employment for any reason before the Purchased AssetsClosing Date; 3.2.10 Any Employee Benefit Plans of Seller or any liabilities of any kind or nature under or related to such plans; 3.2.11 Any liability, cost or obligation of Seller on account of or related to any activity of Seller following the Business Closing Date other than such as may be incurred on Buyer's behalf pursuant to specific prior written authorization of Buyer, which shall not be unreasonably withheld; 3.2.12 Any past, present or future costs, assessments, fines, penalties or related contingencies assessed or assessable under any environmental, labor, employee safety, wage and hour or other statute, rule or regulation, arising out of or relating to any transaction, fact, event, act or omission, or any obligations, arising prior to the Assumed LiabilitiesClosing Date, for Taxes of Seller or any of its Affiliates and for Seller’s or of any officers, directors, shareholders or employees of Seller or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1its Affiliates; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to 3.2.13 Any workers' compensation, contingent liability or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities tort claims arising out of goods sold or services rendered by the Business on relating to any transaction, fact, event, act, omission or obligation arising prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or any of its Affiliates for brokerage commissionsor of any officers, finders’ fees directors, shareholders or similar compensation in connection with the transactions contemplated by this Agreementemployees of Seller or any of its Affiliates; and (k) all Intercompany Payables3.2.14 Any claims, other than Intercompany Trade Payables and payables pursuant liabilities or contingencies relating to Business Contracts set forth on Section 5.11 any past or present litigation, labor dispute, governmental investigation or administrative proceeding against or affecting Seller or any of the Seller Disclosure Schedule (which Contracts shall not be terminated)its Affiliates.

Excluded Liabilities. Any Buyer has not agreed to pay, perform or discharge any Liability of Seller, and shall not assume any Liability of Seller, except to the extent this Agreement expressly provides that Buyer shall assume such Liability. Without limiting the generality of the preceding sentence, and notwithstanding anything else to the contrary herein, Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Buyer shall not assume or have any responsibility for, any Liabilities of Seller or its Affiliates, any Liabilities related to the extent it is not an Business, other than the Assumed Liability, is an Excluded Liability Liabilities (individually and collectively, the “Excluded Liabilities”). Excluded Liabilities shall include, and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoingwithout limitation, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliatesfollowing: (a) all IndebtednessLiabilities relating to, in connection with or arising out of the Excluded Assets; (b) all Liabilities for Taxes that relate to the Purchased Assetsrelating to, the Business in connection with or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result arising out of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes Indebtedness of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1Parties; (c) all Liabilities described legal, accounting, brokerage, investment banking, financial advisory and finder’s fees and other fees and expenses incurred by or on behalf of Seller Parties in Section 2.4(c) of connection with this Agreement, the Seller Disclosure ScheduleAncillary Agreements or the transactions contemplated herein or therein, including all Brokers’ and Finders’ Fees Liabilities; (d) all Liabilities relating to arising out of any breach by any Seller Party of this Agreement or arising under any Excluded Assetof the Ancillary Agreements; (e) all Liabilities relating under any Contract that is not an Assumed Contract; (f) all Liabilities for Taxes (i) of any of the Seller Parties for any Tax period, (ii) with respect to the operation of the Business and the ownership of or the Purchased Assets on for any Tax period (or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business portion thereof) ending on or prior to the Closing Date, including under contractual warranty agreements including, for the avoidance of doubt, the portion of any Straddle Period ending on the Closing Date (the “Pre-Closing Tax Period”), (iii) resulting from a breach of the representations and warranties set forth in Section 4.7 or the covenants in Section 6.2 or (iv) otherwise allocated to service any of the Business Products delivered Seller Parties pursuant to Section 6.2; (g) all Liabilities relating to, in connection with, or arising out of, any Seller Benefit Plan, or any employee benefit provided or made available on or prior to the Closing Date; (fh) all Liabilities to Seller Parties’ employees or consultants and any withholding or reporting obligations relating to the employment compensation paid or termination of employment of any payable to such employees or consultants of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except Seller Parties; (i) as agreed for services relating all Liabilities and any indemnification obligations related to Business Employees after the Closing pursuant to the Employee Services Agreementdirectors, (ii) to the extent provided in Section 5.5(e)officers, the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8members or managers of Seller Parties; (gj) all Liabilities relating to or arising under out of any breach breach, default or violation of Law the Assumed Contracts which occurred on or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (jk) all Liabilities relating to, in connection with or arising out of any Environmental Claim breach or default (or any event or circumstance that would constitute a breach or default with or without notice, the presence passage of time or Release of Hazardous Materials both), failure to perform or overcharges or underpayments, in each case arising from events, actions or inactions prior to the Closing Date at Closing, under the Assumed Contracts; (l) all Liabilities of Seller to any Owned Real Property (current or former stockholder, member, option holder, profits interest holder, manager, officer or director of Seller or any of Seller’s Subsidiaries, including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatmentClaims by any such Person arising out of, storage or disposal in connection with or relating to this Agreement, the Ancillary Agreements or the transactions contemplated herein or therein; (m) all Liabilities relating to, or arising out of or in connection with any Claim with respect to the operation of the Business or the Purchased Assets prior to the Closing, whether such Claim is brought prior to, on or after the Closing Date; (in) all Litigation Obligations; (o) all Compliance Liabilities; (p) all Intellectual Property Liabilities; (q) all Pre-Closing Environmental Liabilities; (r) all Seller Transaction Expenses; (s) all Liabilities arising out for amounts payable as “change of any infringementcontrol,” sales, misappropriationbonus, dilutionincentive or severance payments, in each case, in connection with this Agreement or other violation by the operation of transactions contemplated herein; and (t) all Liabilities pertaining to the Business or any Business Products of the Intellectual Property rights of a third partyPurchased Asset and arising out of, in each case or resulting from, noncompliance with any Rule or Contract on or prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated).

Excluded Liabilities. Any Liability With the exception of the Assumed Liabilities, as provided in Section 2(a), Buyer shall assume no liabilities or other obligations, commercial or otherwise, of Seller or its AffiliatesStockholders, to the extent it is not an Assumed Liabilityknown or unknown, is an Excluded Liability fixed or contingent, ▇▇▇▇▇▇ or inchoate, liquidated or unliquidated, secured or unsecured or otherwise (collectively, the “"Excluded Liabilities”"), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without in any way limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will shall not assume and will not be obligated to pay, perform any obligation or discharge such Liabilities liability of Seller or its Affiliates: (a) all Indebtedness; (b) all Liabilities for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case Stockholders with respect to the Purchased Assets, following: (i) any transaction by Seller or Stockholders occurring after the Business or the Assumed Liabilities, for Taxes Closing Date; (ii) any liability of Seller or Stockholders for federal, state or local taxes, fees, assessments, custom duties or other similar charges; (iii) any responsibility of its Affiliates and Seller with respect to salary, wages, vacation pay, savings plans, severance pay, deferred compensation, or other obligations for Seller’s or any Affiliate’s share the benefit of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) employee of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing DateSeller, including all liabilities pension benefits accrued (vested or unvested), or arising out of goods sold or services rendered employment of employees for which Seller shall be liable and/or their termination of employment by the Business on or Seller, as to which Buyer shall have no responsibility whatsoever arising prior to the Closing Date; (iv) any liability or obligation incurred in connection with, or related to, the transfer of the Acquired Assets other than obligations to The Chase Manhattan Bank of Connecticut pursuant hereto including transfer taxes or stamp taxes except for liability imposed by statute upon purchasers of assets; (v) any liability of any kind whatsoever resulting from the failure of Seller to comply prior to the Closing Date with the requirements of all applicable building, fire, zoning, customs or environmental laws, laws relating to occupational health and safety and other laws applicable to Seller or the conduct of the Business; (vi) any liability under contractual warranty agreements any contract assumed by Buyer to service the Business Products delivered on or extent such liability arises out of Seller's failure to perform its obligations thereunder prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements ; and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (iivii) any Environmental Law liability for Products shipped or Environmental Permit, in each case, occurring manufactured by or services provided by Seller prior to the Closing Date; (j) Liabilities arising out . Seller shall have any and all responsibility to all creditors and all third parties and to Buyer with respect to, and shall pay, discharge and perform when due, any liability or obligation of Seller not expressly assumed by Buyer. Notwithstanding the foregoing, no such creditor or third party is intended to be a third party beneficiary of this Agreement. Seller and Stockholders shall, jointly and severally, indemnify and hold Buyer harmless from and against any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property and all cost, loss, liability (including the Known Environmental Conditionsreasonable attorneys' fees) arising from obligations or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation liabilities not expressly assumed by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)Buyer.

Excluded Liabilities. Any Liability of Seller or its Affiliates, Notwithstanding anything to the extent it is not an Assumed Liability, is an Excluded Liability (collectivelycontrary set forth herein, the “Excluded Liabilities”)Assumed Liabilities shall not include, and in no event shall Buyer will not assume and will not be obligated assume, agree to pay, discharge or perform or discharge incur any such Liabilities. Without limiting the generality of the foregoingliability or obligation under this Agreement or otherwise become responsible in respect of, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities (together with all other liabilities of Seller or and/or its Affiliates:affiliates that are not Assumed Liabilities, the "Excluded Liabilities"): (a) all Indebtedness; (b) federal, state or local taxes payable by Seller and/or its affiliates and all Liabilities for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case interest and penalties with respect to the Purchased Assets, the Business thereto directly or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities indirectly arising out of goods sold or services rendered by the Business on or prior to the Closing Date; (b) all franchise or other taxes payable by Seller and/or its affiliates and all interest and penalties with respect thereto directly or indirectly arising out of the Business on or prior to the Closing Date; (c) all liability of Seller and/or its affiliates for any sales tax and interest and penalties with respect thereto payable as a result of the consummation of the transactions contemplated hereby; (d) all liability of Seller and/or its affiliates with respect to any employee or former employee of Seller arising with respect to any period of employment with Seller on or prior to the Closing Date, including without limitation, any liability for salaries, severance compensation or accrued but unpaid vacation or any liability arising under contractual warranty agreements any employee benefit plan of Seller and/or its affiliates; (e) all liability arising out of the failure of Seller and/or its affiliates to service comply with any Legal Requirement including, without limitation, any antitrust, customs or environmental laws or regulations arising out of the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating legal proceedings (and any debt, obligations and liabilities with respect thereto) now pending or hereafter instituted against Seller and/or its affiliates that relate to the employment or termination of employment of any operation of the Business Employees with on or by Seller, including all obligations and Liabilities relating prior to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating all liabilities, debts and obligations of Seller and/or its affiliates with respect to Excluded Assets; (h) all liabilities, debts and obligations of Seller and/or its affiliates arising or arising under incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any breach fees and expenses of counsel, accountants, brokers, financial advisors or violation other experts of Law or Permit, including Seller and/or its affiliates; (i) (A) all applicable U.S. export and re-export laws and regulationsclaims, including, liabilities or obligations owed to any affiliate of the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. Seller on or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated).

Excluded Liabilities. Any Liability of Seller or its Affiliates, Notwithstanding anything to the extent contrary contained herein, but subject to Section 9.1 hereof, Buyer shall not assume, or in any way be liable or responsible for, and shall be deemed not to have assumed any Liabilities except for the Assumed Liabilities (it being understood that Buyer is not an expressly disclaiming any express or implied assumption of any Liabilities of the Sellers of any kind, character or description other than the Assumed Liability, is an Excluded Liability (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without without limiting the generality of the foregoing, the following are Excluded Liabilities Sellers shall be solely and Buyer will not assume and will not be obligated exclusively liable with respect to pay, perform or discharge such all Liabilities of Seller or its AffiliatesSellers other than the Assumed Liabilities (collectively, the "EXCLUDED LIABILITIES"), including, but not limited to, those Liabilities set forth below: (a) all IndebtednessAny Liabilities which arise, out of, or in connection with, the Excluded Assets; (b) all Any Liabilities for Taxes that relate to the Purchased Assets, the Business or under the Assumed Liabilities for Taxable periods (Contracts that arose or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or accrued prior to the Closing Date; (fc) all Any Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations Equipment Leases and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. Assumed Real Property Leases that arose or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring accrued prior to the Closing Date; (jd) Any Liabilities arising out of any Environmental Claim of, or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with with, any Proceedings arising out of the operation of the Business prior to the Closing Date; (ie) Any Liabilities arising out of or in connection with any infringementindebtedness of Sellers to their lenders; (f) Except for Liabilities set forth in Sections 2.3(f) and 2.3(g) and as provided in Section 6.8, misappropriationany Liabilities attributable to, dilutionincurred in connection with, arising from, or relating to, any collective bargaining agreement, or any bonus, incentive, deferred compensation, medical, health, life or other violation insurance, welfare, fringe benefit, severance, termination, retention, consulting, change of control, employment, stock option, stock appreciation right, stock purchase, phantom stock or other equity-based, performance, pension, retirement or any other incentive, compensation or benefit plan, program, policy, agreement or arrangement (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA), sponsored, maintained, contributed to or required to be contributed to at any time by Sellers or any trade or business which together with Sellers would be deemed (or at any time would have been) a "single employer" within the meaning of section 4001 of ERISA (each, an "ERISA AFFILIATE"), for the benefit of any current or former employee, officer, director, agent or consultant of Sellers, or any ERISA Affiliate, whether formal or informal and whether legally binding or not; and (g) Any Liabilities for income Taxes of Seller and any other Taxes of Sellers of any kind (other than Transfer Taxes referred to in Section 2.3(h)), including, but not limited to, all Taxes attributable to, incurred in connection with or arising out of the operation of the Business or any Business Products the ownership of the Intellectual Property rights of a third partyAssets, in each case prior to the Closing Date; (j) any Liability , regardless of Seller when due or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)assessed.

Excluded Liabilities. Any Buyer is assuming only the Assumed Liabilities from CellStar and its Subsidiaries and is not assuming any other Liability of Seller CellStar or any of its Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities of CellStar or its AffiliatesSubsidiaries shall be retained by and remain Liabilities of CellStar or its Subsidiaries, as applicable (all such Liabilities of CellStar or its Subsidiaries not being assumed being herein referred to the extent it is not an Assumed Liability, is an Excluded Liability (collectively, as the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoingincluding without limitation, the following are (which shall be Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates:Liabilities): (a) all IndebtednessLiabilities to the extent arising out of or relating to the operation or conduct by CellStar or any of its Subsidiaries of any Retained Businesses, including, without limitation, any outstanding checks of CellStar or any of its Subsidiaries, and those Liabilities set forth on Schedule 2.05(a); (b) all Liabilities for Taxes that relate to the Purchased Assets, the Business extent arising out of or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under relating to any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1Excluded Asset; (c) all Liabilities described and commitments of CellStar and its Subsidiaries in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 2.4(c) of the Seller Disclosure Schedule7.02; (d) all any compensation or benefits payable to present or past employees of CellStar or any of its Subsidiaries, including without limitation, any Liabilities relating to or arising under any Excluded AssetEmployee Plan or other employee benefit plan and any of CellStar’s or its Subsidiaries’ obligations for vacation, holiday or sick pay, including obligations thereof for vacation or holiday pay accrued prior to Closing for employees who are not Transferred Employees; (e) subject to the provisions of Article 8 hereof (including Schedule 8.01(i) and Schedule 8.01(ii)), any 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 CellStar of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated by the Transaction Documents; (f) except as otherwise provided in Article 8 hereof (including Schedule 8.01(i) and Schedule 8.01(ii)), all Liabilities and commitments relating to (i) current or former employees of CellStar or any of its Subsidiaries, (ii) current or former employees (A) that are expressly retained by CellStar pursuant to Article 8 or Schedule 2.05(f) annexed hereto or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan (in the case of a Liability or commitment relating to an Employee Plan); (iii) employees who, as of the Closing Date, are on a leave of absence resulting from a reduction in force or a “bridging” of age and/or service credit for purposes of an Employee Plan; (iv) compensation deferred by employees prior to the Closing Date; and (v) stock option and other equity-based compensation plans of CellStar; (g) all Indebtedness and capital lease obligations of CellStar and its Affiliates and Subsidiaries; (h) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the operation transactions contemplated by this Agreement and any other fees and expenses for which CellStar is responsible pursuant to Section 12.03; (i) all indemnification obligations owed to any Person who is or was an officer or director of CellStar or any Subsidiary prior to the Business and Closing in respect of actions or omissions occurring prior to the ownership Closing; (j) all Environmental Liabilities including with respect to any release of Hazardous Materials after the Purchased Assets Closing Date to the extent said Environmental Liabilities arise from or in connection with conditions, events or circumstances occurring on or before the Closing Date, including all liabilities arising out without limitation the migration of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered Hazardous Materials which were released on or prior to the Closing Date; (fk) all Liabilities arising out of intentional violations of Applicable Law that are punishable by a material criminal fine or imprisonment; (l) any Liabilities of CellStar or any of its Affiliates relating to the employment or termination arising out of employment of any of the Business Employees with or by Sellerstate and federal securities laws, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time offrules, and Liabilities arising under OSHA or regulations, fiduciary duties, the Workers Adjustment and Retraining Notification ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 19882002, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws amended (collectively, the “WARN ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), except the listing requirements of the over-the-counter market, Pink Sheets or other national securities exchange or other automated interdealer quotation system on which the shares or debt securities of CellStar or any Subsidiary thereof are or have been listed, or in connection with any investigation by the National Association of Securities Dealers, Inc. or any criminal investigation by any state, federal or foreign authority; (m) any Liabilities of CellStar, its Subsidiaries or current or former Affiliates thereof, if any, other than the Assumed Liabilities; (n) all Liabilities to the extent arising out of or relating to any right, title, or interest in or to (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreementtrademarks and/or service marks (including stylized and design marks) “Celular Express”, “Celular Express Mucho Mas Que Telefonia Celular”, “Inovacion y Tecnologia Movil”, “Celex” and “Pin Virtual”, and all registrations and applications therefor; (ii) to the extent provided in Section 5.5(e), the Assumed Plans on domain names “▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇” and after the Transfer Date, “▇▇▇▇▇.▇▇▇.▇▇”; and (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5company names “Celular Express S.A. de C.V.”, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit“Celular Express Management S.A. de C.V.”, including (i) (A) all applicable U.S. export and re-export laws and regulations“Communicacion Inalambrica Inteligente, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control LawsS.A. de C.V.”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (ko) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth Liabilities which are indicated on Section 5.11 of the Seller Disclosure a Schedule (which Contracts shall not be terminated)hereto as being excluded liabilities.

Excluded Liabilities. Any Liability of Seller or its AffiliatesOther than the Assumed Liabilities, to the extent it Buyer is not an Assumed Liabilityassuming any liability or obligation of Sellers or the Selling Person of any nature, is an Excluded Liability whether absolute, accrued, contingent, liquidated or otherwise, and whether due or to become due, asserted or unasserted, known or unknown (collectively, “Liabilities”), including, without limitation, those Liabilities set forth below (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates:): (a) all IndebtednessLiabilities in respect of any of the Excluded Assets; (b) all Liabilities for Taxes that relate Liabilities, including any Proceeding or other third Person claim, relating to or arising from the Purchased Assets, activities or operation of the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to any period of time (or portion thereof) occurring on or prior to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1Closing; (c) all Liabilities described in Section 2.4(c) relating to Indebtedness or intercompany payables of the Seller Disclosure ScheduleSellers; (d) all Liabilities relating to loans or arising under any Excluded Assetpayables by Sellers to the Selling Person or other Liabilities of Sellers to the Selling Person; (e) all Liabilities of Sellers or their respective direct or indirect owner(s) relating to the operation of the Business and the ownership of the Purchased Assets on (i) Taxes for any taxable period, whether before or before after the Closing Date; (ii) Taxes arising in connection with the consummation of the transactions contemplated by this Agreement; (iii) unpaid Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, including all liabilities arising out local or foreign Law) or as a successor or transferee by contract or otherwise; (iv) payments to any Person under any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or similar agreement with respect to Taxes; or (v) any other Taxes for which Sellers or the Selling Person is responsible under Section 4.4 or Section 4.5; (f) Liabilities related to Sellers’ or the Selling Person’s transaction fees and expenses contemplated in Section 4.2 or otherwise; (g) any undisclosed Liability; (h) Liabilities incurred other than in the ordinary course of goods sold or services rendered by the Business on or Sellers’ business, consistent with past practice; (i) Liabilities related to any Employee Benefit Plans; (j) Liabilities related to premiums for officer’s life insurance policies that are in place immediately prior to the Closing Date, including under contractual ; (k) all Liabilities for breach of warranty agreements (whether covered by insurance or not) with respect to service the Business Products delivered services rendered on or prior to the Closing Date; (fl) all Liabilities of Sellers relating to any, or with respect to any, present or former employees, officers, directors, retirees, independent contractors or consultants, including, without limitation any change of control or severance Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”)such individuals, except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided accrued for as current Liabilities in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8Adjusted Net Working Capital; (gm) Liabilities relating related to or arising under any breach or violation Real Property, except any Liabilities of Law or Permit, including (i) (A) all applicable U.S. export Sellers specifically assumed pursuant to and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading in accordance with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this AgreementLease Assignment Agreements; and (kn) all Intercompany Payables, any other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall Liability that is not be terminated)an Assumed Liability.

Excluded Liabilities. Any Liability Except as expressly assumed under Section 1.2, Purchaser shall not assume or be liable for any liabilities or obligations of Seller, and specifically shall not assume any of the following liabilities all of which shall be retained by Seller or its Affiliates, to the extent it is not an Assumed Liability, is an Excluded Liability (collectively, the “Excluded Liabilities”)): (i) Any state or federal income taxes or other similar charges, if any, that are incurred by Seller on any gain from the sale and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality transfer of the foregoingSeller’s Estate. (ii) The preparation or filing of any tax returns and the payment of any taxes, license fees or other charges levied, assessed or imposed upon the Seller’s Estate, the following are Excluded Liabilities business and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities any property of Seller or its Affiliates: (a) all Indebtedness; (b) all Liabilities for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, and Seller shall retain all liability for filing such tax returns and paying all taxes reported or to be reported therein. (iii) Any liabilities or obligations of Seller to Seller’s employees, including under contractual warranty agreements but not limited to service any liability for the Business Products delivered on payment of salary, accrued vacation, sick leave or other paid time off, severance pay and other separation benefits, and all other liabilities or obligations of Seller in connection with any Seller employee and arising or accruing prior to the Closing Date;. (fiv) all Liabilities Any liabilities or obligations of Seller arising out of any claim, litigation, action or proceeding, whether or not now pending or threatened, and whether brought by Seller or by any third party and relating to the employment or termination arising out of employment Seller’s business operations, or Seller’s ownership of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off’s Estate, and Liabilities arising under OSHA or prior to the Workers Adjustment and Retraining Notification Act close of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after business on the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulationsto professional liability, the Office of Foreign Asset Control Regulations and the International Traffic liability for personal injury or property damage, environmental liability, management malfeasance or any contractual liability not specifically assumed by Purchaser in Arms Regulations this Agreement. (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”v) and (B) all other U.S. Any liabilities or non-U.S. Export Control Laws governing the conduct of obligations in connection with Seller’s ownership or lease, as the case may be, of the Seller’s Estate, accruing and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring payable prior to the Closing Date;. (jvi) Liabilities arising out of any Environmental Claim Any liabilities or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability obligations of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation incurred in connection with the transactions contemplated by this Agreement; and, including without limitation, attorneys’ and accountants’ fees. (kvii) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 Any liabilities or obligations incurred by Seller after the Closing Date. The Excluded Liabilities shall remain the sole responsibility of the Seller Disclosure Schedule (which Contracts shall not be terminated)Seller.

Excluded Liabilities. Any Liability The following liabilities and obligations of Seller or its Affiliates, to the extent it is not an Assumed Liability, is an Excluded Liability (collectively, the “shall constitute Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates: (a) all Indebtednessany liabilities for legal, accounting, audit and investment banking fees, brokerage commissions, and any other like expenses incurred by Seller in connection with the negotiation and preparation of this Agreement and the sale of the Purchased Assets to Purchaser; (b) all Liabilities liabilities or obligations of Seller for Taxes that relate indebtedness to any of its stockholders or other equity owners or to any Person affiliated or associated therewith; (c) to the Purchased Assetsextent excluded from Final Net Current Liabilities, all trade payables, accrued wages payable, lease payable, accounts payable and accrued expenses of Seller pertaining to the Business, including but not limited to, the Business payment of employee salaries, benefits, paid time off, payroll Taxes and severance and termination payments, that accrue on or prior to the Assumed Liabilities for Taxable periods Closing; (d) any liabilities of Seller (or portions thereofa third party to which Seller is liable as a transferee, by contract or otherwise) ending for (i) Taxes on or before the measured by income, (ii) franchise Taxes, (iii) Taxes imposed prior to or in connection with Closing Date, for payments under any Tax allocation, sharing on or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilitiesotherwise, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) income, transfer, sales, use or other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or Taxes arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation consummation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this AgreementAgreement and (v) the unpaid Taxes of any other person pursuant to Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee, successor, by contract or otherwise; and (ke) all Intercompany Payablesany liabilities of Seller under those leases, other than Intercompany Trade Payables contracts, insurance policies, commitments, sales orders, purchase orders, Permits, Environmental Permits and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (commitments which Contracts shall not be terminated)constitute Excluded Assets.

Excluded Liabilities. Any Liability Notwithstanding the foregoing, Buyer shall not assume and shall not be deemed to have assumed or in any way become liable for any of Seller Seller's debts, liabilities or its Affiliatesobligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due and whether related to the extent it is not an Assumed LiabilityBusiness or the Purchased Assets, is an Excluded Liability and regardless of when or by whom asserted (collectively, the “"Excluded Liabilities”)") including, but not limited to, and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliatesfollowing: (ai) all Indebtednessany liability of Seller for Taxes; (bii) all Liabilities for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates for costs and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1expenses incurred in connection with this Agreement and the transactions contemplated hereby; (ciii) all Liabilities described in Section 2.4(c) any liability of Seller relating to the Seller Disclosure ScheduleExcluded Assets; (div) all Liabilities any liability relating to or arising under any Excluded AssetPre-Closing Event; (ev) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered any obligations under employment contracts entered into by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or Seller prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (iivi) any Environmental Law obligation arising in tort or Environmental Permit, in each case, for breach of contract occurring prior to the Closing DateDate and for obligations and liabilities now existing or hereafter arising from or relating to pending litigation listed on the attached Litigation Schedule; (jvii) Liabilities arising out obligations to employees for accrued wages, earned commissions (other than commissions relating to any Post-Closing Event), accrued vacation, accrued sick days, accrued personal days and severance payments, bonuses and similar compensation liabilities (other than with respect to any employee who is hired by Buyer as of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement); and (kviii) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts liabilities set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)attached Excluded Liabilities Schedule.

Excluded Liabilities. Any Liability of Seller or its Affiliates, to the extent it is not an Assumed Liability, is an Excluded Liability (collectively, the “Excluded Liabilities”), and Buyer will shall not assume and will shall not be obligated responsible to pay, perform or discharge any such Liabilities of TransTex or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). TransTex 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 following are Excluded Liabilities and Buyer will not assume and will shall include, but not be obligated to paylimited to, perform or discharge such Liabilities of Seller or its Affiliatesthe following: (a) all Indebtedness; (b) all Liabilities for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any out of the Excluded AssetAssets (including the Excluded Contracts); (eb) all any Liabilities relating of TransTex or any of its Affiliates in respect of any pending or threatened Actions to the operation extent relating to, arising out of the Business and or resulting from the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out operation of goods sold or services rendered by the Business on or prior to the Closing DateClosing, including under contractual warranty agreements any obligations to service the Business Products delivered on indemnify, reimburse or advance any Representative or Independent Contractor of TransTex relating to their conduct in such capacities or performance of services to TransTex prior to the Closing Date; (c) any Liabilities associated with any debt, loans or credit facilities of TransTex and/or the Business owing to financial institutions or other third-party lenders; (d) all Liabilities, obligations and expenses of any kind or nature for Taxes of TransTex or any Affiliate Related to the Business, the Purchased Assets or the Assumed Liabilities for any period ending prior to the Closing Date (including any Liabilities pursuant to any tax sharing agreement, tax indemnification or similar arrangement) and any Taxes payable in connection with the transaction contemplated by this Agreement, except for (i) the sales, transfer and registration Taxes associated with the transfer and registration of all titled motor vehicles and trailers to Buyer, which shall be paid by Buyer in accordance with Section 6.5 and (ii) real property Taxes with respect to the Purchased Assets to the extent such Taxes relate to a period subsequent to the Closing Date, which shall be paid in accordance with Section 6.12; (e) any Liabilities arising under or in connection with any Benefit Plan providing benefits to any present or former employee of TransTex; (f) all except as otherwise provided in Section 6.21, any Liabilities relating to the employment of TransTex for any present or termination former employees, officers, directors general partners, retirees or Independent Contractors of employment of TransTex, including, without limitation, any of the Business Employees Liabilities associated with any claims for wages or by Sellerother benefits, including all obligations and Liabilities relating to bonuses, accrued vacation, workers’ compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control retention, termination, indemnification or other payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) any Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Datefor TransTex Expenses; (jh) any product Liabilities arising or similar claim for injury to a Person or property which arises out of or is based upon any Environmental Claim express or implied representation, warranty, agreement or guaranty made by TransTex, or by reason of the presence improper performance or Release malfunctioning of Hazardous Materials a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products manufactured, sold or leased or any service performed by TransTex prior to the Closing Date at any Owned Real Property (including but only to the Known Environmental Conditions) extent injury or at any off-site location loss giving rise to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business Liability occurred prior to the Closing Date; (i) any Liabilities arising out for recall, design defect or similar claims of any infringementproducts manufactured, misappropriation, dilution, sold or other violation by the operation of the Business leased or any Business Products of service performed by TransTex prior to the Intellectual Property rights of a third party, in each case Closing Date but only to the extent the injury or loss giving rise to the Liabilities occurred prior to the Closing Date; (j) any Liability Liabilities of Seller TransTex or any of its Affiliates pursuant to this Agreement or any Transaction Document (including Liabilities with respect to indemnification as set forth in ARTICLE XI of this Agreement); (k) any Liabilities arising under Environmental Laws to the extent relating to, arising out of or resulting from any actions or omissions of TransTex or the operation of the Business or the ownership of the Purchased Assets or any other cause or condition occurring or existing prior to the Closing Date, including without limitation, all Liabilities associated with the item described in Section 4.18(d) of the Disclosure Schedules; (l) any Liabilities under any of the Assigned Contracts that arise out of or related to a breach or default by TransTex of such Assigned Contract prior to the Closing Date; (m) any trade accounts payable of TransTex and all other current liabilities of TransTex (i) to the extent not accounted for brokerage commissionson the Year-End Financial Statements; (ii) which constitute intercompany payables owing to Affiliates of TransTex; (iii) which constitute debt, finders’ fees loans or similar compensation credit facilities to financial institutions; or (iv) which did not arise in the Ordinary Course of Business since the date of the Year-End Financial Statements; (n) any Liabilities arising out of, in respect of or in connection with the transactions contemplated failure by this AgreementTransTex or any of its Affiliates to comply with any Law or Order; and (ko) all Intercompany Payablesthe item identified as “Total AP Accrued Unbilled — Approx” in the amount of $153,077.60 in the Financial Statements, other than Intercompany Trade Payables being the same amount reflected in Schedule 2.3(a) and payables pursuant to Business Contracts set forth on Section 5.11 4.21(b) of the Seller Disclosure Schedule (which Contracts shall not be terminated)Schedules.

Excluded Liabilities. Any Liability All of Seller or the liabilities not specifically assumed by Photocomm pursuant to paragraph 2.1 above shall remain the liabilities of Jadco (the "Excluded Liabilities"). Jadco agrees to indemnify and hold harmless Photocomm, as well as its Affiliatessuccessors and assigns, from any and all claims, charges, liabilities and expenses, including reasonable attorney's fees, relating in any way to the extent it is not an Assumed Liability, is an Excluded Liability (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are The Excluded Liabilities and Buyer will include, but are not assume and will not be obligated limited to pay, perform or discharge such Liabilities of Seller or its Affiliatesthe following: (a) all Indebtedness;All obligations and liabilities of Jadco incurred in the ordinary course of its business on or before the Closing Date (except product warranty liabilities as set forth in paragraph 2.1 above). (b) all Liabilities for Taxes that relate All obligations and liabilities with respect to employee wages and benefits, including specifically, unfunded employee benefit plan obligations, and any taxes related thereto accrued prior to the Purchased Assets, Closing Date or severance obligation for any personnel whose severance occurs prior to or on the Business Closing Date. (c) Any obligations of Jadco to perform this Agreement. (d) Any obligation or the Assumed Liabilities for Taxable periods (liability of Jadco that is not accrued or portions thereof) ending incurred by Jadco on or before the Closing Date. Notwithstanding the foregoing, Photocomm shall pay for payments under any Tax allocation, sharing or similar agreement that relate goods in transit to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or Jadco as a result of the application Closing Date upon their receipt. Jadco shall provide a list of Section 6901 of such goods in transit to Photocomm upon the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset;Closing Date. (e) all Liabilities relating Any liability of Jadco to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date;its stockholders. (f) all Liabilities relating Any liability of Jadco with respect to the employment its outstanding shares or termination of employment of any of the Business Employees with warrants, obligations, or by Seller, including all obligations and Liabilities relating rights to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seqpurchase its shares., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or PermitAny liability for taxes, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to except as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date;may be expressly assumed hereunder. (jh) Liabilities arising out Any liability known or unknown, not assumed by Photocomm under the provisions of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)2.1 above.

Excluded Liabilities. Any Liability Notwithstanding any provision in this Agreement or any other writing to the contrary, VPRW is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of the Seller (or any predecessor of the Seller or any prior owner of all or part of its Affiliatesbusinesses 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 Seller (all such liabilities and obligations not being assumed being herein referred to the extent it is not an Assumed Liability, is an Excluded Liability (collectively, as the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities Seller and Buyer will the Stockholder expressly acknowledge and agree that the Company shall retain, and VPRW shall not assume and will not or otherwise be obligated to pay, perform perform, defend or discharge such Liabilities of Seller or its Affiliatesdischarge: (a) all Indebtednessany liability or obligation of the Seller and/or the Stockholder for Taxes, whether measured by sales, use, income or otherwise; (b) all Liabilities any liability or obligation for Taxes that relate arising in connection with any products or services sold, delivered or otherwise provided by or on behalf of the Seller prior to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1Closing; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities any liability or obligation relating to employee benefits or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business compensation arrangements existing on or prior to the Closing Date, including any liability or obligation of the Company under contractual or in connection with ERISA or any Plan or Benefit Program or Agreement; (d) any Environmental Liability; (e) any product liability or warranty agreements pertaining to service products and/or services sold, licensed, developed, manufactured or delivered by the Business Products delivered on or Seller prior to the Closing Date; (f) all Liabilities relating any liability or obligation to the employment or termination of employment of a third party with respect to any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) Assumed Liability to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating such liability or obligation relates to or arising under arises from any breach act or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring omission taking place prior to the Closing Date; (jg) Liabilities arising out any liability or obligation of the Seller to the Stockholder, any Environmental Claim Affiliate of the Seller or the presence Stockholder, or Release of Hazardous Materials prior any Person claiming to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) have a right to acquire an equity interest or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation other securities of the Business prior Company; (h) any liability relating to the Closing Dateleases for real or personal property (other than any such Contracts listed on Schedule 2.03); (i) Liabilities arising out of any infringement, misappropriation, dilution, liability or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior obligation relating to the Closing Date;an Excluded Asset; or (j) any Liability of liability or obligation related to any legal claims against the Seller or its Affiliates for brokerage commissionsand/or any Purchased Assets, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts including those set forth on Section 5.11 in Schedule 3.12. The Company further agrees to satisfy and discharge promptly after the Closing all debts, obligations and liabilities of the Seller Disclosure Schedule (which Contracts shall Company not be terminated)specifically assumed by VPRW hereunder.

Excluded Liabilities. Any Liability Notwithstanding anything herein to the contrary, other than those Liabilities expressly included in the Assumed Liabilities, Buyer will not assume, and will not pay, perform or discharge or otherwise be liable in any way for, any Liabilities of Seller and/or the Terminal Business, whether or its Affiliatesnot arising or accruing before or after, to or maturing before or after, the extent it is not an Assumed Liability, is an Excluded Liability Closing Effective Time (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to payincluding, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliateswithout limitation: (a) any and all IndebtednessLiabilities of Seller incurred in connection with this Agreement and the Contemplated Transactions, including the Seller Expenses and any other fees and expenses of Seller’s attorneys, accountants, brokers or others for services rendered or expenses incurred by or on behalf of Seller; (b) except as set forth in Section 6.1(a), any and all Taxes of Seller (whether relating to periods before or after the Closing or incurred by Seller in connection with this Agreement and the Contemplated Transactions); (c) any and all Liabilities of Seller for Taxes that relate disputes, complaints, facility failures, contract claims and credits arising from the sale or provision of any service by Seller to any Person prior to the Purchased AssetsClosing Effective Time; (d) any and all Liabilities of Seller for any present or former employees, officers, directors, retirees, independent contractors, consultants or other Representatives 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; (1) any and all Liabilities of Seller arising out of or relating to any of the following to the extent the same arises out of acts or omissions occurring before the Closing Effective Time: (i) the treatment, storage or disposal of Hazardous Substances by Seller on or at the Real Property; (ii) releases of Hazardous Substances on, at or from properties (including, without limitation, the Real Property and any property on which the Terminal Business encroaches) owned, leased, subleased or used by Seller in the operation of the Terminal Business or otherwise at any time such properties were owned, leased, subleased or used by Seller; (iii) generation, trans-loading or transportation of Hazardous Substances by Seller in the Assumed operation of the Terminal Business or otherwise; (iv) releases of Hazardous Substances by any Person on or from the Real Property (and any property on which the Terminal Business encroaches) prior to Seller’s ownership or use thereof; and (v) the violation by Seller of or the noncompliance by Seller with any applicable Environmental Law; and (2) any and all Losses arising out of or relating to (i) the investigation, remediation, or monitoring of any Release of Hazardous Substances, in, on, under, at or from the Real Property or adjacent real property, whether as required by a Governmental Entity or as part of a voluntary compliance program, including in the Virginia Voluntary Remediation Program, and any fees charged for participating in such program or (ii) the correction of any non-compliance of the Real Property or the Purchased Assets with Environmental Laws; (f) any and all Liabilities for Taxable periods of Seller relating to any Proceeding, including those set forth on Schedule 4.8; (g) any and all Liabilities relating to the Excluded Assets; (h) any and all Indebtedness of Seller (including all Closing Indebtedness); and (i) any and all Liabilities of Seller relating to, resulting from, caused by or portions thereof) ending arising out of the ownership, operation or control of the Terminal Business or Purchased Assets by Seller on or before the Closing DateEffective Time. The Excluded Liabilities are hereby retained by Seller, and Seller shall be solely responsible for payments under causing all Excluded Liabilities to be paid, performed and discharged when due; provided, that any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of Liens on the Purchased Assets on or before the Closing Dateshall be paid, including all liabilities arising out of goods sold or services rendered performed and discharged by the Business on or Seller prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seqClosing., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated).

Excluded Liabilities. Any Liability of Seller or its Affiliates, Notwithstanding anything to the extent it is not an Assumed Liability, is an Excluded Liability (collectivelycontrary set forth herein, the “Excluded Liabilities”)Assumed Liabilities shall not include, and in no event shall Buyer will not assume and will not be obligated assume, agree to pay, discharge or perform or discharge incur any such Liabilities. Without limiting the generality of the foregoingliability or obligation under this Agreement or otherwise become responsible in respect of, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities (together with all other liabilities of Seller or and/or its Affiliates:affiliates that are not Assumed Liabilities, the "Excluded Liabilities"): (a) all Indebtedness; (b) federal, state or local taxes payable by Seller and/or its affiliates and all Liabilities for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case interest and penalties with respect to the Purchased Assets, the Business thereto directly or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities indirectly arising out of goods sold or services rendered by the Business on or prior to the Closing Date; (b) all franchise or other taxes payable by Seller and/or its affiliates and all interest and penalties with respect thereto directly or indirectly arising out of the Business on or prior to the Closing Date; (c) all liability of Seller and/or its affiliates for any sales tax and interest and penalties with respect thereto payable as a result of the consummation of the transactions contemplated hereby; (d) all liability of Seller and/or its affiliates with respect to any employee or former employee of Seller arising with respect to any period of employment with Seller on or prior to the Closing Date, including without limitation, any liability for salaries, severance compensation or accrued but unpaid vacation or any liability arising under contractual warranty agreements any employee benefit plan of Seller and/or its affiliates; (e) all liability arising out of the failure of Seller and/or its affiliates to service comply with any Legal Requirement including, without limitation, any antitrust, customs or environmental laws or regulations arising out of the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating legal proceedings (and any debt, obligations and liabilities with respect thereto) now pending or hereafter instituted against Seller and/or its affiliates that relate to the employment or termination of employment of any operation of the Business Employees with on or by Seller, including all obligations and Liabilities relating prior to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating all liabilities, debts and obligations of Seller and/or its affiliates with respect to Excluded Assets; (h) all liabilities, debts and obligations of Seller and/or its affiliates arising or arising under incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any breach fees and expenses of counsel, accountants, brokers, financial advisors or violation other experts of Law or Permit, including Seller and/or its affiliates; (i) (A) all applicable U.S. export and re-export laws and regulationsclaims, including, liabilities or obligations owed to any affiliate of the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. Seller on or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated).. ARTICLE

Excluded Liabilities. Any Liability of Seller or its Affiliates, Notwithstanding anything to the extent it is not an Assumed Liabilitycontrary in this -------------------- Agreement, is an Excluded Liability (collectively, the “Excluded Liabilities”)nothing in this Agreement shall be construed to impose on Buyer, and Buyer will shall not assume and will not or be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoingotherwise discharge, the following are liabilities or obligations (the "Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates:Liabilities"): -------------------- (a) all IndebtednessAny liabilities or obligations of Sellers in respect of any Excluded Assets or other assets of Sellers which are not Purchased Interests or related to the NMP-2 Assets; (b) all Liabilities for Any liabilities or obligations in respect of Taxes that relate attributable to the Purchased Assetsownership, the Business operation or the Assumed Liabilities use of NMP-2 Assets for Taxable periods (taxable periods, or portions thereof) , ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, except for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes which Buyer is liable pursuant to Section 10.1Sections 3.5 or 6.8(a) hereof; (c) all Liabilities described in Section 2.4(c) Any liabilities or obligations of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising Sellers accruing under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on Sellers' Agreements or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or any Non-material Contract prior to the Closing Date; (fd) all Liabilities All liabilities and obligations arising under or relating to the employment Nuclear Laws or termination relating to any claim in respect of employment of any Nuclear Material arising out of the Business Employees with ownership or by Selleroperation of the NMP-2 Assets prior to the Closing Date, including any and all asserted or unasserted liabilities or obligations and Liabilities relating to compensation, benefits third parties (including employees) for personal injury, property damage or tort, or similar causes of action arising out of the ownership or operation of the NMP-2 Assets prior to the Closing Date, including liabilities or obligations arising out of or resulting from a "nuclear incident" or "precautionary evacuation" (as such terms are defined in the Atomic Energy Act) at the Site, or any other licensed nuclear reactor site in the United States, or in the course of the transportation of radioactive materials to or from the Site or any other site prior to the Closing Date, including, without limitation, liability for any deferred premiums assessed in connection with such a nuclear incident or precautionary evacuation under any pension applicable NRC or defined benefits planindustry retrospective rating plan or insurance policy, including any mutual insurance pools established in compliance with the requirements imposed under Section 170 of the Atomic Energy Act and 10 C.F.R. Part 140, 10 C.F.R. (S) 50.54(w), severanceand liabilities and obligations arising out of or resulting from the transportation, change-in-control paymentstreatment, bonus paymentsstorage or disposal of Low Level Waste or other Nuclear Materials, unpaid vacation and paid time off, and Liabilities arising under OSHA other than any liabilities or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically obligations which have been expressly assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.52.3 or 6.13, 5.6 and 5.8; (g) Liabilities relating to provided Sellers will not have any liability for similar matters arising on or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to after the Closing Date; (je) Liabilities Any fines or penalties (including investigatory or similar costs) imposed by a Governmental Authority with respect to the NMP-2 Assets resulting from (i) an investigation, proceeding, request for information or inspection before or by a Governmental Authority prior to the Closing Date, or (ii) criminal acts, willful misconduct or gross negligence of Sellers; (f) Subject to Section 3.5, any payment obligations of Sellers for goods delivered or services rendered prior to the Closing Date, including, but not limited to, rental or lease payments due and owing prior to the Closing Date pursuant to the Real Property Agreements and any leases relating to Tangible Personal Property; (g) Any liability or obligation under or related to Environmental Laws or the common law, whether such liability or obligation is known or unknown, contingent or accrued (whether or not arising out or made manifest before the Closing Date or on or after the Closing Date), arising as a result of, in connection with or allegedly caused by the disposal, storage, transportation, discharge, Release, or recycling of Hazardous Substances off-Site, or the arrangement for such activities, in connection with the ownership or operation of the NMP-2 Assets prior to the Closing Date, except that for the purpose of Sections 2.3 and 2.4, "off-Site" does not include any Environmental Claim location adjoining the Site to which Hazardous Substances disposed of or Released at the Site have migrated; (h) Third party liability for toxic torts arising as a result of or in connection with loss of life or injury to persons prior to the Closing Date (whether or not such loss or injury was made manifest on or after the Closing Date) caused (or allegedly caused) by the presence or Release of Hazardous Materials Substances at, on, in, under, adjacent to or migrating from the NMP-2 Assets prior to the Closing Date at Date, provided Sellers will not have any Owned Real Property (including the Known Environmental Conditions) liability for similar actions by Buyer on or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to after the Closing Date; (i) Liabilities Any liabilities or obligations relating to Sellers' operations on, or usage of, the Easements or Sellers' equipment within the Easements, including, without limitation, liabilities or obligations arising out as a result of or in connection with (1) any violation or alleged violation of Environmental Law and (2) loss of life, injury to persons or property or damage to natural resources, but only to the extent caused by any Seller; (j) Other than as provided for in Sections 2.3(a) and (d), any liabilities or obligations relating to the employment or termination of employment, including personal injury, discrimination, harassment, retaliation, wrongful discharge, unfair labor practices, or constructive termination of any infringement, misappropriation, dilutionindividual, or other violation any similar claim or cause of action attributable to any actions or inactions by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case NMPC prior to the Closing Date, provided Sellers will not have any liability for similar actions or inactions by Buyer on or after the Closing Date; (jk) Subject to Section 6.10, any Liability liabilities or obligations relating to any Benefit Plan maintained by NMPC or any other benefit described in Section 4.12(a), or any employee benefit plan as defined in Section 3(3) of Seller ERISA and maintained by any trade or its Affiliates for brokerage commissionsbusiness (whether or not incorporated) which is or ever has been under common control, finders’ fees or similar compensation in connection which is or ever has been treated as a single employer, with NMPC under Section 414(b), (c), (m) or (o) of the Code ("ERISA Affiliate") or to which NMPC or any ERISA Affiliate contributed (the --------------- "ERISA Affiliate Plans"), including any multi-employer plan contributed to at --------------------- any time by NMPC or any ERISA Affiliate, or any multi-employer plan to which NMPC or ERISA Affiliate is or was obligated at any time to contribute, including but not limited to, any such liability (i) relating to the PBGC under Title IV of ERISA; (ii) relating to a multi-employer plan; (iii) with respect to non- compliance with the transactions contemplated notice and benefit continuation requirements of COBRA; (iv) with respect to any noncompliance with ERISA or any other applicable laws; or (v) with respect to any suit, proceeding or claim which is brought against Buyer, any Benefit Plan, ERISA Affiliate Plan, or any fiduciary or former fiduciary of any such Benefit Plan or ERISA Affiliate Plan; (l) With respect to the Union and Non-Union Employees and subject to Sections 2.3(a), 2.3(d) and 6.10, any liabilities or obligations relating to the employment or services or termination of employment or services, including personal injury, discrimination, harassment, retaliation, constructive termination, wrongful discharge, unfair labor practices, or any similar claim or cause of action attributable to any actions or inactions by this AgreementNMPC that are filed with or pending before any court, administrative agency or arbitrator prior to the Closing Date, provided Seller will not have any liability for similar actions by Buyer on or after the Closing Date; (m) Any liabilities relating to the New York State Energy Research and Development Authority Pollution Control Bonds (collectively, as listed on Schedule 2.4(m), the "Pollution Control Bonds") and any agreements relating ----------------------- thereto, other than those arising out of the breach by Buyer of the covenants contained in Section 6.8(e) hereof; and (kn) all Intercompany PayablesSubject to Section 6.18, other than Intercompany Trade Payables and payables pursuant any liabilities or obligations of Sellers relating to Business Contracts set forth on Section 5.11 of or arising from the Seller Disclosure Schedule (which Contracts shall not be terminated)Operating Agreements prior to the Closing Date.

Excluded Liabilities. Any Liability Except for the Assumed Liabilities to be assumed by Buyer pursuant to an Assignment and Assumption Agreement, in the form attached as Exhibit A, which are specifically being assumed by Buyer hereby, Buyer shall not assume, or otherwise be responsible for, any of Seller Seller’s Liabilities, whether actual or its Affiliatescontingent, matured or unmatured, liquidated or unliquidated, known or unknown, or related or unrelated to the extent it is not an Assumed LiabilityLeague or the Assets, is an Excluded Liability whether arising out of occurrences prior to or at or after the Closing Date (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliatesshall expressly include: (a) all IndebtednessAll Liabilities arising out of or related to any of the Excluded Assets; (b) all All Liabilities for Taxes that relate in respect of any costs arising out of or related to the Purchased sale and transfer of the Assets, including all broker’s or finder’s fees and expenses of Seller and all fees and expenses of any attorneys and accountants of Seller; (c) All Liabilities in respect of any Tax relating to Seller, the Business League or the Assumed Liabilities for Taxable periods (Assets attributable to any period or portions thereof) portion thereof ending on or before the Closing Date, for payments under any Tax allocationincluding conveyance Taxes imposed on, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or accruing as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assetsof, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Scheduletransactions contemplated by this Agreement; (d) All Liabilities to or in respect of any employees or former employees, agents or independent contractors of, or other persons providing services to, Seller or the League, including (i) the employment of any such employee or former employee, agent or independent contractor, or other person, (ii) any employment, incentive or severance agreement, whether or not written, between Seller or any person, (iii) all Liabilities relating under any employee benefit plan at any time maintained, contributed to or arising required to be contributed to by or with respect to Seller or under which Seller may incur liability, or any contributions, benefits or liabilities therefor, or any Liability with respect to Seller’s withdrawal or partial withdrawal from or termination of any employee benefit plan, (iv) all accrued vacation pay to any Employee of Seller, and (v) all claims of an unfair labor practice, or any claim under any Excluded Assetstate unemployment compensation or worker’s compensation law or regulation; (e) All Liabilities and claims (including fines, penalties, punitive damages, legal fees and expenses and all Liabilities other damages and losses), irrespective of the actual or alleged basis therefor, that are based in whole or in part on events or conditions occurring or existing prior to the Closing Date in connection with, arising out of, resulting from or relating to, directly or indirectly (i) any Environmental Law or Occupational Health and Safety Law, whether existing on or prior to the date hereof or subsequently amended, enacted or promulgated, (ii) employee health and safety or (iii) compliance with any applicable laws, regulations, rules ordinances, bylaws, orders and determinations of any Governmental Body, relating to the operation any of the Business and the ownership foregoing; (f) All Liabilities arising from or relating to 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, in whole or in part, from defects in products sold or services performed by or on behalf of the Purchased Assets League or any other Person on or before prior to the Closing Date, including all liabilities or arising out from any other cause, irrespective of goods sold the act or services rendered by the Business alleged basis therefor, that is based in whole or in part on events or conditions occurring or existing on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered any liabilities arising (on a date of occurrence basis or prior to the Closing Date; (fotherwise) all Liabilities relating to the employment use or termination of employment of any misuse of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8Assets; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to All accounts payable as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this AgreementEffective Time; and (kh) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant Any liability to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)Seller’s customers.

Excluded Liabilities. Any Liability of Seller or its Affiliates, Notwithstanding anything to the extent it is contrary herein, the Seller Parties shall retain, and shall be responsible for paying, performing and discharging, when due, and Buyer shall not an assume or have any responsibility for, any Liabilities of the Company and the Company Subsidiaries other than the Assumed Liability, is an Excluded Liability Liabilities (individually and collectively, the “Excluded Liabilities”). Excluded Liabilities shall include, and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoingwithout limitation, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliatesfollowing: (a) all IndebtednessLiabilities relating to, in connection with or arising out of the Excluded Assets; (b) all Liabilities for Taxes that relate relating to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result arising out of the application of Section 6901 of the Code or any similar LawExcluded Subsidiaries and L1 Land, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1LLC; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure ScheduleLitigation Obligations; (d) all Liabilities relating to legal, accounting, brokerage, investment banking, financial advisory and finder’s fees and other fees and expenses incurred by or arising under any Excluded Asseton behalf of the Seller Parties in connection with this Agreement, the Ancillary Agreements and/or the transactions contemplated herein or therein; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Dateany Contract that is not an Assumed Contract; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except for Taxes (i) as agreed with respect to the Business or the Purchased Assets for services relating to Business Employees after any Tax period (or portion thereof) ending on and including the Closing pursuant to Date, including, for the Employee Services Agreementavoidance of doubt, the portion of any Straddle Period ending on the Closing Date (the “Pre-Closing Tax Period”) and/or (ii) otherwise allocated to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer Seller Parties pursuant to Sections 5.5, 5.6 and 5.8Section 6.2(a); (g) subject to Sections 6.4(c), 6.4(d) and 6.4(e) and except for those Liabilities arising after the Closing Date under the Assumed Contracts with BlueChoice HealthPlan of South Carolina Inc. and The Guardian Life Insurance Company of America listed on Schedule 2.3(b), all Liabilities relating to to, in connection with or arising under out of any breach Plan and/or employee benefits; (h) all Liabilities of the Company or violation any of Law the Company Subsidiaries related to, in connection with or Permit, arising out of indebtedness for borrowed money (including capital lease obligations) and guarantees by the Company or any of the Company Subsidiaries of indebtedness for borrowed money; (i) (A) all applicable U.S. export Liabilities and re-export laws and regulationsobligations of the Seller Parties to any stockholder, includingoptionholder, manager, member, officer or director of the Company or any of the Seller Parties in such person’s capacity as a stockholder, optionholder, manager, member, officer or director of such Seller Party, including any claims by any such Person arising out of, in connection with or related to this Agreement, the Export Administration Act of 1979, Ancillary Agreements and/or the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. transactions contemplated herein or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Datetherein; (j) all Liabilities related to, in connection with or arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior with respect to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case Purchased Assets prior to the Closing, including the Litigation Obligations, whether such claim is brought prior to, on or after the Closing Date, or asserted against any Seller Party; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany PayablesPre-Closing Environmental Liabilities; and (l) all Liabilities for amounts payable as “change of control,” sales, other than Intercompany Trade Payables and payables pursuant to Business Contracts bonus or severance payments in connection with this Agreement or the transactions contemplated herein. For the avoidance of doubt, in no event shall the Buyer Parties assume or have any responsibility for the matters set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)4.14.

Excluded Liabilities. Any Liability of The Seller and Parent shall pay in full or its Affiliates, to assume any continuing liability on and after the extent it is not an Assumed Liability, is an Excluded Liability (collectively, Closing for the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality following obligations of the foregoing, Company (the following are "Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates:Obligations"): (a) all Indebtedness; (b) all All capital leases, long term Liabilities for Taxes that relate to borrowed money (including current maturities thereof), certain real estate leases and the Purchased Assetsobligations for leased or financed gaming equipment located at locations under contract with the Company, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result consisting of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates leases and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in on Section 2.4(c1.04(a) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation Schedule which Disclosure Schedule shall be updated as of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (fb) all Liabilities relating to the employment or termination Obligations accrued as of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability employees and former employees of Seller or its Affiliates for brokerage commissionsas set forth in Sections 9.02(b), finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement9.05, and 9.07; and (kc) Any and all Intercompany Payablesobligations to Bally for the lease of gaming equipment not described on Schedule 1.04(c). The Excluded Obligations to be paid in full on the Closing Date are identified on Section 1.04(a) of the Disclosure Schedule which Disclosure Schedule shall be updated as of the Closing Date. The Excluded Obligations to be assumed on the Closing Date are identified on Section 1.04(b) of the Disclosure Schedule which Disclosure Schedule shall be updated as of the Closing Date. (d) Parent and Seller shall fully assume, other than Intercompany Trade Payables and payables secure for the benefit of Purchaser and United Coin, LLC, a complete release of Company and United Coin, LLC, from any and all obligations of the Company under that certain lease between Jorai Enterprises, a Nevada general partnership, as landlord, and The Junior Corp., a Nevada corporation, as tenant, dated August 8, 1989, as subsequently assigned to the Company, pursuant to Business Contracts set forth on Section 5.11 the terms of that certain Assignment, Delegation, Assumption and Consent Agreement dated August 14, 1989 (the "Jorai Lease"). If Parent and Seller are unable to secure a full and complete release of Company and United Coin, LLC from the obligations under the Jorai Lease by the first day of the thirty-fifth (35th) month following the Closing Date, then Purchaser shall have the right to set-off against the sums payable in redemption of the Senior Preferred Equity on the third, fourth and fifth anniversary dates of the Closing Date an amount equal to the cost of a commercial annuity issued by an insurance company having a Best rating of A or better that, if purchased as of the third anniversary date of the Closing Date, would provide a sufficient monthly annuity to discharge the tenant's monetary obligations under the Jorai Lease over the remaining term thereof. If Purchaser exercises this right of set-off, then Purchaser shall assume the continuing obligation to make payments under the Jorai Lease as the tenant thereof. Purchaser shall provide Seller Disclosure Schedule with written notice of its election to set-off the amount of the cost of the commercial annuity not later than the first day of the thirty-fifth (35th) month following the Closing Date together with written evidence of the cost of such commercial annuity. Seller shall have ten (10) days from the receipt of such notice in which Contracts to dispute the cost of the commercial annuity. If Seller disputes the cost of the commercial annuity, then Seller shall not select an independent insurance broker to obtain a quote from an insurance company having a Best rating of A or better. Seller's independent insurance broker and Purchaser's independent insurance broker shall jointly select a third independent insurance broker. The quote of the independent insurance broker whose quote for the cost of the commercial annuity is neither the highest nor the lowest, shall be terminated)binding and conclusive on Seller and Purchaser.

Excluded Liabilities. Any Liability of Seller or its Affiliates, to the extent it is not an Assumed Liability, is an Excluded Liability (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates: (a) all Indebtedness; (b) all Liabilities Except for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities specifically identified in this Agreement, Certegy shall not assume or in any way be responsible for Taxable periods (any Liabilities of Netzee or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to out of the operation of the Business and or the ownership of the Purchased Assets on or before prior to the Closing DateDate (whether or not disclosed on a schedule), including and Netzee shall indemnify Certegy from and against all liabilities such Liabilities. Without limiting the foregoing sentence, and notwithstanding anything in Subsection 4.2(a) to the contrary, the Assumed Liabilities shall not include, and Certegy shall not assume, any of the following Liabilities (collectively, "Excluded Liabilities") of Netzee or its Affiliates relating to or arising out of goods sold or services rendered by the operation of the Business or the ownership of the Purchased Assets on or prior to the Closing Date, including under contractual warranty agreements those that relate to service or arise out of: (i) any of the Business Products delivered on Excluded Assets; (ii) Taxes of any nature, other than transfer Taxes as described in Subsection 8.6; (iii) any Liabilities or prior to the Closing Date; (f) all Liabilities responsibilities relating to the employment or termination of employment by Netzee or its Affiliates of any of the Business Employees with Person attributable to any action or inaction by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension Netzee or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA its Affiliates on or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out , including with respect to any Benefit Plan or arrangement of Netzee or its Affiliates, or any Environmental Claim severance retention, stay bonus or the presence similar obligations owed by Netzee or Release of Hazardous Materials prior its Affiliates to the Closing Date at any Owned Real Property Person (including the Known Environmental Conditions) or at any off-site location Transferred Employees), subject to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; Subsection 8.7; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (jiv) any Liability of Seller Netzee in connection with this Agreement or any Operative Agreement for legal, accounting or broker's fees, Taxes (other than as set forth in Subsection 8.6) or other transaction costs incurred by Netzee or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with this Agreement or the consummation of the transactions contemplated by this Agreement; and (kv) all Intercompany Payablesany Liability owed by Netzee to any shareholder or former shareholder of Netzee or to any Affiliate or former Affiliate of Netzee; (vi) any Liability relating to Netzee's bank accounts that accrued or relate to events that occur prior to the Closing Date; (vii) any Liabilities resulting from any Action (whether or not pending or threatened on the date hereof and whether or not disclosed on any schedule), including but not limited to any claim related to noncompliance by Netzee with any applicable Law or the failure of Netzee to comply with or the breach of or default by Netzee under any Contract; (viii) any Liabilities for indebtedness of borrowed money, letters of credit, capital leases or installment purchases; (ix) any Liabilities relating to the Business, the Purchased Assets or Netzee under any applicable Environmental Law with respect to the time period prior to the Closing Date; and (x) any other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall Liabilities not be terminated)expressly assumed by Certegy in this Agreement.

Excluded Liabilities. Any Liability The parties acknowledge that the Assumed Liabilities shall include only those Liabilities set forth in Section 1.4 hereof. The Purchaser shall not assume, and shall not be deemed to have assumed, any Liabilities of Seller or its Affiliatesthe Owners, to other than the extent it is not an Assumed LiabilityLiabilities, is an Excluded Liability including, without limitation, those Liabilities set forth below (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates:): (a) all IndebtednessLiabilities of the Owners arising out of or otherwise relating to the Excluded Assets; (b) all Liabilities for Taxes that relate attributable to the Purchased Assets, the Business ownership or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (fc) unless expressly assumed by the Purchaser, any and all Liabilities relating to the employment or termination of employment Owners arising from breach of any term, covenant or provision of the Business Employees with any Assigned Contract arising on or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to before the Closing Date; (jd) any and all Liabilities of the Owners in respect of Contracts that are not Assigned Contracts; (e) all Liabilities of each of the Owners in respect of Indebtedness for money borrowed, whether or not relating to the Business; (f) all Liabilities arising out from or relating to the employment, or termination of employment by the Owners, of any Environmental Claim Employee, former Employee, independent contractor or contingent worker with respect to the presence Business, including any employee benefit plans or Release of Hazardous Materials prior arrangements to such Employees; (g) any and all trade and vendor accounts payable, including, without limitation, trade and vendor accounts payable related to the Business and outstanding on or before the Closing Date at any Owned Real Property (including and related to services provided to the Known Environmental Conditions) Owners on or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to before the Closing Date; (ih) any Liabilities arising out relating to the Owners’ agreements with MetTel", including without limitation any credits or amounts owed to MetTel or customers transferred to MetTel by the Owners with respect to Owners' billing of any infringement, misappropriation, dilution, customers for Local Service Fees or other violation by fees relating to periods following the operation closing of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this AgreementMetTel transaction; and (ki) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant any amounts owed to Business Contracts set forth any Acquired Customers by the Owners on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)or prior to Closing.

Excluded Liabilities. Any Liability Notwithstanding any provision of Seller or its Affiliates, Section 2.3 of this Agreement to the extent it is not an contrary, other than the Assumed LiabilityLiabilities, is an Excluded Liability neither Buyer nor any European Buyer shall assume, agree to perform or discharge, indemnify any European Seller against, or procure the same or otherwise have any responsibility for any Liabilities of any European Seller, whether fixed or contingent, and whether arising prior to, on or after the Closing Date (collectively, the “Excluded Liabilities”"EXCLUDED LIABILITIES"), and Buyer will not assume and will not be obligated to payincluding, perform or discharge without limitation, any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its AffiliatesLiabilities: (a) all Indebtednessany Indebtedness (other than current accounts payable or accrued expenses with respect to the EU Wireless Sales Business incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet and other than to the extent arising following the Closing Date under Assumed Contracts); (b) all Liabilities any Liability for Taxes that relate relating to the Purchased Assets, the EU Wireless Sales Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under Transferred Assets attributable to any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials period prior to the Closing Date at including any Owned Real Property (including Liability of any European Seller for such periods for the Known Environmental Conditions) unpaid taxes of any Person as a transferee or at any off-site location to which Hazardous Materials migrated successor, by contract or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Dateotherwise; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (jc) any Liability of Seller or any European Seller arising under or relating to the Thales Purchase Agreement; (d) any Liability of any European Seller to indemnify any Person by reason of the fact that such Person was a director, officer, employee or agent of such European Seller (other than pursuant to and to the extent provided under the Master Indemnification Agreement); (e) other than the Assumed Warranties, any Liability relating to, or arising out of any product manufactured or sold or services rendered by any European Seller; (f) any Liability of any European Seller to any stockholder or Affiliate of such European Seller or such stockholder, other than RIL pursuant to any Assumed Contract or Accounts Payable; (g) any Liability pertaining to any European Seller or its Affiliates business and arising out of or resulting from non-compliance prior to Closing with any Applicable Law; (h) any Liability of any European Seller for brokerage commissionsmaking payments or providing payments or benefits of any kind to any current or former employees of such European Seller (other than the French Employees or the German Employees to the extent reflected on the Closing Balance Sheet or arising after the Closing Date) including, finders’ fees without limitation, (A) any Liability in respect of medical and other benefits for existing and future retirees; (B) any Liability in respect of work related employee injuries or similar workmen's compensation claims; and (C) any payment in respect of taxes, social security contributions or insurance; (i) any Liability of any European Seller with respect to any severance obligations required by Applicable Law, contract or otherwise, owed to employees of such European Seller resulting from any termination initiated by such European Seller on or before the Closing Date or in connection with the consummation of the transactions contemplated hereby including without limitation any Liability of any European Seller with respect to any claim of persons currently employed by any European Seller, which relate to or arise out of the transactions contemplated by this Agreement; and (kj) all Intercompany Payablesany Liability, other than Intercompany Trade Payables whether presently existing or hereafter arising, which is attributable to an Excluded Asset. To the extent, if any, that any Liability might be partly an Assumed Liability and payables partly an Excluded Liability, the apportionment of such Liability shall be determined pursuant to Business Contracts applicable accounting principles. Nothing set forth on Section 5.11 in the foregoing sentence shall be deemed to affect, amend, modify, supplement or otherwise change the definitions of the Seller Disclosure Schedule (which Contracts shall not be terminated)Assumed Liabilities and Excluded Liabilities set out in this Agreement.

Excluded Liabilities. Any Liability of Seller or its Affiliates, Notwithstanding anything to the extent it is contrary set forth in this Agreement, Buyer shall not an Assumed Liabilityassume, is an Excluded Liability pay or perform any of the following liabilities or obligations of the Seller Parties, which shall be retained by and shall remain the exclusive responsibility of the Seller Parties (collectively, the “"Excluded Liabilities”"), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates:; (a) all Indebtednessliabilities and obligations of the Seller Parties arising on or before the Apportionment Date under the Assumed Contracts which have been duly assigned by Seller to Buyer; (b) all Liabilities except as provided in Article VIII and Sections 2.3(a) and 2.3(b), any liabilities or obligations of the Seller Parties relating to employee benefits or compensation arrangements of any nature existing as of the Closing Date, including any liabilities or obligations under any of Seller's employee benefit agreements, plans or other arrangements listed on Schedule 8.2; (c) any liability or obligation of the Seller Parties for Taxes that relate to breach of contract, personal injury or property damage (whether based on negligence, breach of warranty, strict liability or any other theory) caused by or arising out of or resulting from, directly or indirectly, any alleged or actual acts or omissions occurring on or before the Purchased AssetsClosing Date; (d) except as set forth in Section 2.3(d), any liability or obligation of the Seller Parties for money borrowed, whether such liabilities and obligations were incurred in the operation of the Business or otherwise; (e) any amounts due or that may be claimed or become due to Medicare, Medicaid or any other health care reimbursement or payment intermediary related to audit adjustments, disallowances, or reclassifications on account of health care reimbursement cost report adjustments or other payment adjustments, or any fines or other penalties attributable to any period ending on or before the Assumed Liabilities for Taxable periods Apportionment Date; (f) any form of Medicare, Medicaid or portions thereofother health care reimbursement recapture, adjustment, overpayment, penalty assessment or charge whatsoever with respect to any period ending on or before the Apportionment Date; (g) any liability or obligation relating to an Excluded Asset; (h) any liability or obligation of Seller to any present or former officer, director or stockholder of Seller in his capacity as such; (i) any Environmental Liability arising from, or attributable to, the Business, the Development Projects or Purchased Assets on or before the Closing Date; Execution Copy -------------- (j) any liability or obligation Taxes of the Seller Parties which are attributable to either (i) events occurring during any period ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the including ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any and operation of the Business Employees with Business, or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation consummation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) any and all Intercompany Payablesother liabilities and obligations of every kind of the Seller Parties incurred by the Seller Parties, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)Assumed Liabilities.

Excluded Liabilities. Any Liability Except for the Assumed Liabilities, Buyer shall not assume or be liable for any Liabilities of Seller or its Affiliatesany other Person, whether or not relating to the extent it is not an Assumed Liability, is an Excluded Liability Business (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting including the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliatesfollowing: (a) all Indebtedness; (b) all Liabilities for Taxes that relate to the Purchased Assetsexcept as otherwise specifically provided herein, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to Taxes attributable to or arising under imposed upon Seller, the Selling Shareholders or any Excluded Asset; of their affiliates (eor for which Seller, the Selling Shareholders or any of their affiliates may otherwise be liable) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on for any period (or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered portion thereof) ending on or prior to the Closing Date; (fb) all Liabilities relating to the employment any Liability of Seller for any fees, costs or termination of employment of any expenses of the Business Employees with or by Seller, including all obligations and Liabilities relating type referred to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.88.2; (gc) Liabilities any Liability relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing DateExcluded Asset; (jd) Liabilities arising out of indebtedness, including amounts loaned or advanced by any Environmental Claim lender, or the presence loaned or Release of Hazardous Materials prior advanced to the Closing Date at Seller by Selling Shareholders or any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Daterelated party; (ie) Liabilities arising out of any infringement, misappropriation, dilutionLiability that relates to, or other violation by arises out of, directly or indirectly, the operation of the Business or any Business Products Seller’s ownership, control or use of the Intellectual Property rights Assets prior to the Closing, including any Liability under any Environmental Laws; (f) any Liability under or otherwise attributable to the Benefit Plans (as defined in Section 2.8(a)), including any Liability for benefits payable thereunder; (g) any Liability for salary, commission, bonuses, expense reimbursement or other compensation earned by any employee of a third party, in each case Seller for periods prior to the Closing Dateor any other employee related Liabilities, including Liabilities relating to severance, workers’ compensation claims or failure to comply with any employment related statute; (jh) any Liability of Liabilities with respect to chargebacks, returns, allowances, promotional agreements or product warranties entered into or regarding sales shipped by Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with prior to the transactions contemplated by this AgreementClosing; and (ki) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts except expressly as set forth on Section 5.11 in Sections 1.3 and 1.5(b), any Liability in any way attributable to the performance of services for Seller prior to the Closing by any employee, independent contractor or agent of Seller Disclosure Schedule (which Contracts shall not be terminated)or any other individuals rendering services to Seller.

Excluded Liabilities. Any Liability The Sellers and Buyer expressly understand and agree that Buyer does not and shall not assume or become liable for any liabilities, obligations or commitments of Seller the Sellers, whether relating to or its Affiliates, arising out of the operation of the Business or the ownership of the Assets on or prior to the extent it is not an Closing Date or otherwise and regardless when asserted, other than the Assumed LiabilityLiabilities. For purposes of this Agreement, is an Excluded Liability the following liabilities and obligations (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such ) are expressly excluded from the Assumed Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates: (a) all Indebtednessliabilities and obligations to the extent they relate to the Excluded Assets; (b) subject to Section 9.4 below, all Liabilities liabilities for Taxes that relate (as defined in Section 12.10 below) whether or not accrued, assessed or currently due and payable (i) of the Sellers, whether or not it relates to the Purchased AssetsBusiness, or (ii) relating to the operation or ownership of the Business or the Assumed Liabilities Assets for Taxable periods any Tax period (or portions portion thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date. All real property Taxes, including personal property Taxes and similar ad valorem obligations levied with respect to the Assets for a Tax period that includes (but does not end on) the Closing Date shall be included in the Actual Working Capital based on the most recent tax ▇▇▇▇ that the Sellers received and the number of days of such period included in the Tax period prior to the Closing Date and the number of days of such Tax period after the Closing Date (which period shall include the Closing Date) (and if the actual tax ▇▇▇▇ is greater, Monster Worldwide shall make a payment to Buyer of its additional liability for such tax); (c) all liabilities and obligations to the extent they do not relate to the Assets or the Business; (d) all liabilities and obligations relating to any litigation set forth on Schedule 4.8 hereto (whether incurred before or after the Closing); (e) all liabilities and obligations for “stay bonuses” to employees of the Sellers; (f) all liabilities of the Sellers or any entity that would be deemed a “single employer” with the Sellers under contractual warranty agreements Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”), or Section 4001 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (each, an “ERISA Affiliate”), with respect to service any “employee benefit plan” within the Business Products delivered meaning of Section 3(3) of ERISA and any other employee benefit plan, program, arrangement or agreement established, maintained, sponsored or contributed to by the Sellers or any of their respective ERISA Affiliate (whether domestic or foreign), including, but not limited to (i) liabilities for complete and partial withdrawals under any “multiemployer plan” (as defined in section 3(37) of ERISA) pursuant to section 4203 or 4205 of ERISA, respectively; (ii) liabilities to the Pension Benefit Guaranty Corporation (including, without limitation, liabilities for premiums and terminations); (iii) liabilities under section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA; (iv) liabilities arising under section 412 of the Code or section 302(a)(2) of ERISA; and (v) liabilities for any retiree medical benefits; (g) except as provided in Sections 1.3(e) and 9.5, any liability of the Sellers or any of their respective ERISA Affiliates with respect to any current or former employee, director, shareholder, agent or independent contractor of the Sellers or any of their respective ERISA Affiliates arising out of or relating to any act, omission or event occurring, or circumstance, condition or state of facts existing, on or prior to the Closing Date; (f) all Liabilities relating to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (kh) all Intercompany Payablesexcept as provided in Sections 1.3(e) and 9.5, other than Intercompany Trade Payables any liability arising prior to or at the Closing under any employment, severance, retention or termination agreement between the Sellers or any of their ERISA Affiliates and payables pursuant to Business Contracts set forth on Section 5.11 employees of the Seller Disclosure Schedule (which Contracts shall not be terminated)Sellers or any of their respective ERISA Affiliates.

Excluded Liabilities. Any Liability Except for the Assumed Liabilities, Purchaser shall not assume or otherwise become liable for any Liabilities or obligations of Seller Seller, whether or its Affiliates, to not arising out of the extent it is not an Assumed Liability, is an Excluded Liability operation of the business of the Division (collectively, the “"Excluded Liabilities”"), and Buyer will not assume and will not all of which shall be obligated to pay, perform or discharge any such Liabilitiesretained by Seller. Without limiting the generality of the foregoing, the following are The Excluded Liabilities and Buyer will not assume and will not be obligated to payshall include, perform or discharge such Liabilities of Seller or its Affiliateswithout limitation: (ai) all Indebtednessany Indebtedness of Seller; (bii) all Liabilities any Liability of Seller for any Taxes, including any sales or other Taxes that relate to arising in connection with the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result consummation of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1transactions contemplated hereby; (ciii) all Liabilities described in Section 2.4(c) any Liability of the Seller Disclosure Schedulefor Seller's Transaction Costs; (div) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation Liability of the Business and the ownership of the Purchased Assets on or before the Closing DateSeller resulting from, including all liabilities arising out of, relating to, in the nature of, or caused by, any breach of goods sold warranty, product liability, breach of contract, or services rendered by the Business on tort arising or resulting from actions taken prior to the Closing Date, including without limitation (A) Liabilities or obligations arising with respect to work performed under contractual warranty agreements to service the Business Products delivered on or Assigned Contracts prior to the Closing Transfer Date; , (fB) all Liabilities relating to the arising in connection with Seller's employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials employee prior to the Closing Date at (including, without limitation, severance payments, bonuses, deferred compensation or commissions due to employees) and (C) any Owned Real Property (including Liabilities or obligations arising under the Known Environmental Conditions) Excluded Assets or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Datetermination thereof or any dispute thereunder; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (jv) any Liability of Seller under or its Affiliates for brokerage commissionspursuant to any Employee Plan or otherwise (including without limitation any bonuses and accrued but unpaid vacation and severance obligations) to employees of Seller and expenses reimbursable to employees; (vi) any Liability of Seller resulting from, finders’ fees arising out of, relating to, in the nature of, or similar compensation in connection with the transactions contemplated caused by this Agreementany infringement or violation of Law; (vii) any obligations of Seller pursuant to any Affiliated Party Transaction; and (kviii) all Intercompany Payablesany obligation of Seller to indemnify any Person by reason of the fact such Person was a director, other than Intercompany Trade Payables and payables officer, employee or agent of Seller or was serving at the request of Seller as a director, officer, employee or agent of another Person (whether such indemnification is pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminatedany statute, charter, bylaw, agreement or otherwise).

Excluded Liabilities. Any Liability of Seller (a) The Purchaser shall not assume or its Affiliatesagree to pay, to perform or otherwise discharge, and the extent it is not an Seller, the Selling Subsidiaries and the Other Subsidiaries, as applicable, shall retain and indemnify the Purchaser against, any liabilities, indebtedness, obligations or expenses, whether primary or secondary, direct or indirect, other than the Assumed Liability, is an Excluded Liability Liabilities (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, (A) the following are Excluded Liabilities Seller shall pay any and Buyer will not assume all liabilities for the cure, compensation and will not be obligated to pay, perform reinstatement costs and expenses of or discharge such Liabilities of Seller or its Affiliates: (a) all Indebtedness; (b) all Liabilities for Taxes that relate relating to the Purchased Assets, the Business or assumption and assignment of the Assumed Liabilities for Taxable periods (Contracts, including without limitation liabilities to cure defaults that exist or portions thereof) ending on would exist with the passage of time or giving of notice or both before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased AssetsAssumed Contracts and (B) the Purchaser shall have no liability for or obligation in respect of: (i) the Seller’s professional fees and expenses for its advisers, including without limitation, advisers retained pursuant to an order of the Business Bankruptcy Court; (ii) the Seller’s Chapter 11 Expenses; (iii) obligations in respect of any employee benefits or compensation benefits between the Assumed LiabilitiesSeller, for Taxes of Seller any Selling Subsidiary or any Other Subsidiary and any of its Affiliates employees, including without limitation, , obligations to provide benefits or continuation of benefits for periods before the Closing, severance or retention arrangements, stock options or other equity compensation, profit sharing, bonus arrangements, employment and for Seller’s change in control agreements (or any Affiliate’s share similar agreements) or any other stock or cash compensation arrangements between any one of the Seller, the Selling Subsidiaries or the Other Subsidiaries and any of their employees; (iv) liabilities in respect of, attributable to or incurred for employees of any Transfer Taxes one of the Seller, the Selling Subsidiaries or any Other Subsidiary prior to the Closing including without limitation, liabilities for accrued sick or vacation pay (except Table of Contents for accrued sick pay and vacation pay assumed by Purchaser pursuant to Section 10.1; (c1.3(d) all Liabilities described and liabilities or obligations for medical or other insurance coverage or for workers compensation or any similar benefits in Section 2.4(c) respect of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or period prior to the Closing Date, including and all Actions by any employee against the Seller, any Selling Subsidiary or any Other Subsidiary; (v) obligations, liabilities or amounts payable by or from Seller, any Selling Subsidiary or any Other Subsidiary to any Related Person; (vi) claims, obligations and/or liabilities of each of the Acquired Subsidiaries held by or in favor of Seller, the Selling Subsidiaries or any Other Subsidiary; (vii) obligations, liabilities or amounts payable to any securityholder of the Seller; (viii) liabilities or obligations in respect of any indebtedness of the Seller, any Selling Subsidiary or any Other Subsidiary, whether contingent, fixed or otherwise, and any guarantees or contracts of suretyship or similar obligations of any nature; (ix) liabilities arising under contractual warranty agreements any Environmental Law and as a result of any action or inaction of the Seller, any Selling Subsidiary or any Other Subsidiary or of any third party relating to service the ownership, storage, use or operation of the Business Products delivered on or at the Retained Centers on, prior to or after the Closing Date; (fx) all Liabilities liabilities arising under any Environmental Law and as a result of any action or inaction of the Seller, any Selling Subsidiary or any Other Subsidiary or of any third party relating to the employment ownership, storage, use or termination of employment of any operation of the Business Employees with or at any center previously operated by Seller, including all obligations by any Selling Subsidiary or by any Other Subsidiary and Liabilities relating to compensationclosed or sold by Seller, benefits any Selling Subsidiary or any Other Subsidiary (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, collectively the “WARN ActClosed or Sold Centers”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating prior to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to after the Closing Date; (jxi) Liabilities arising out of any Environmental Claim trade payables or general unsecured claims against Seller, the Selling Subsidiaries or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing DateOther Subsidiaries not expressly assumed under this Agreement; (ixii) Liabilities arising out any (A) failure in any material respect of any infringementAcquired Subsidiary to (1) fully perform and discharge its obligations accrued through the Closing under any Contract, misappropriation(2) perform the obligations of Seller, dilution, the Selling Subsidiaries and the Other Subsidiaries with respect to any employee benefit plan or other violation by the operation of the Business or discharge any Business Products of the Intellectual Property rights of a third partyobligations under any such plan required to be discharged, in each case prior to case, through the Closing Date;Closing, or (3) fully comply with the requirements, terms and conditions of any Permit or with all requirements of applicable law, and (B) any liability or obligation not fully reserved on (or fully reflected in the notes to) the Financial Statements, except for liabilities of the type described in Section 3.11(b)(ii) and (b)(iii) below and Assumed Liabilities; Table of Contents (jxiii) any Liability Losses for which any Seller Entity, other than the Acquired Subsidiaries, may become liable arising from or related to any matter listed on Schedule 3.16, including without limitation, the Medicare audit against ▇▇▇▇▇▇-▇▇▇▇▇ Imaging and the related claim for indemnification referred to in item 31 of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this AgreementSchedule 3.16; and (kxiv) any other liability or obligation of Seller, the Selling Subsidiaries or the Other Subsidiaries or of any other entity previously owned directly or indirectly by Seller, by any Selling Subsidiary or by any Other Subsidiary and sold or otherwise assigned to a third party not affiliated with Seller (collectively the “Previously Owned Affiliates”) and for which Seller or any Selling Subsidiary or Other Subsidiary is liable or obligated and not expressly assumed hereunder. (b) Subject to Section 1.4(a), each of the Acquired Subsidiaries shall remain liable for all Intercompany Payables, of its own liabilities other than Intercompany Trade Payables claims or liabilities to or in favor of Seller or any Other Subsidiary, all of which shall be discharged and payables pursuant to Business Contracts set forth on released at the Closing in accordance with Section 5.11 of the 5.10(c), except as otherwise specifically agreed by Purchaser and Seller Disclosure Schedule (which Contracts shall not be terminated)in writing.

Excluded Liabilities. Any Liability of Seller Neither Buyer nor any Buyer Designee shall assume or its Affiliates, to the extent it is not an Assumed Liability, is an Excluded Liability (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or otherwise assume or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform liabilities or discharge such Liabilities of Seller or its Affiliates: (a) all Indebtedness; (b) all Liabilities for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes obligations of Seller or any of its Affiliates Affiliates, whether direct or 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”). For the avoidance of doubt, the Parties agree that the Excluded Liabilities include, but are not limited to, any and all liabilities or obligations set forth or described in paragraphs (a) through (k) below, 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 Affiliate’s share of Excluded Taxes; (b) any Transfer Taxes pursuant to Section 10.1Environmental Liabilities; (c) all Liabilities described in Section 2.4(c) any liability or obligation arising out of the Seller Disclosure Schedule; (d) all Liabilities relating or related to or arising under any Excluded Asset; (d) any trade payable (except to the extent it is related to Purchased Assets delivered by Third Party suppliers to Buyer or a Buyer Designee on or after the Closing Date and incurred in the ordinary course of µWave Business consistent with past practice and for which Buyer agrees in writing to Seller prior to the Closing Date that Buyer desires to receive such applicable asset from such Third Party supplier); (e) all Liabilities any indebtedness for borrowed money or guarantees thereof of Seller and its Subsidiaries or intercompany obligations of Seller or any Subsidiary; (f) except for the Layoff Reimbursement Amount, any liability or obligation relating to the operation of the Business and the ownership of the Purchased Assets or arising (whether before, on or before after the Closing Date, including all liabilities arising ) out of goods sold (i) the employment and any termination of such employment by Seller or services rendered by the Business any Subsidiary of any employee or former employee of Seller or a Subsidiary on or prior to the Closing Date, including without limitation, any rights in connection with severance payments or the accrual of any rights thereto, any and all claims, demands and/or causes of action in connection with the foregoing or in connection with any Seller Benefit Plan, including, without limitation, obligations with respect to the ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, (▇▇) any employee’s or former employee’s or his/her dependents’ rights or obligations under contractual warranty agreements any fringe benefit of employment with Seller or a Subsidiary, including any Seller Benefit Plan, (iii) the unpaid vacation, personal days and floating holidays or redemption of any of the foregoing, sick pay or pay for sick days accrued by Business Employees and (iv) any retention payments promised, granted or awarded by Seller or a Subsidiary prior to service the Closing to be paid (if earned) to the Business Products delivered Employees following the Closing; (g) any liability and obligation which arises out of or relates to any breach, default or violation by Seller or its Affiliates of the Assumed Lease, any Transferred Contract, Transferred In- License, Transferred Out-License, or Transferred Governmental Permit or any other Purchased Asset occurring on or prior to the Closing DateDate or which arises out of violation of applicable Law, in each case by Seller or its Affiliates; (fh) all Liabilities any liability or obligation in connection with, or relating to, any actions, suits, claims, consent decrees or proceedings against Seller or any Subsidiary which arise out of, accrue, or relate to the employment or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to the operation or conduct of the µWave Business Employees after the Closing pursuant to the Employee Services Agreement, or (ii) to the extent provided in Section 5.5(e), ownership of the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, Purchased Assets in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim case on or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to before the Closing Date; (i) Liabilities any benefit liability or obligation relating to or arising out in connection with Section 4980B of any infringement, misappropriation, dilution, the Code (COBRA) or other violation otherwise by the operation of the Business applicable Law to provide continuation of health care coverage to employees or any Business Products former employees of the Intellectual Property rights of Seller or a third party, in each case prior to Subsidiary or their dependents arising from a qualifying event occurring on or before the Closing Date; (j) any Liability of liability or obligation arising from or relating to any Seller Benefit Plan or otherwise relating to a Business Employee and his or her employment with Seller, its Affiliates for brokerage commissionsSubsidiaries, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreementany ERISA Affiliate; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 any liability or obligation arising from the sale of µWave Products by Seller or a Subsidiary that exceed the Seller Disclosure Schedule (which Contracts shall not be terminated)Warranty Cap.

Excluded Liabilities. Any Liability Buyer shall not assume or pay and Seller and the Seller Subsidiaries shall continue to be responsible for all Liabilities of Seller and the Seller Subsidiaries, whether or its Affiliates, not relating to the extent it is Business, not an Assumed Liability, is an Excluded Liability expressly assumed by Buyer pursuant to Section 1.4 (collectively, the “Excluded Liabilities”). Specifically, and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will shall not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliatesassume: (ai) all Indebtedness; (b) all Liabilities for Taxes that relate up to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before $1,000,000 in accounts payable to be mutually agreed to between Buyer and Seller as of the Closing Date, for payments under and to be set forth on the Seller Net Working Capital Certificate; (ii) any Tax allocationclaim, sharing action, suit or similar agreement that relate to the Purchased Assets, the Business proceeding pending or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of threatened against Seller or any Seller Subsidiary as of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities notwithstanding the disclosure thereof in the Seller Disclosure Letter or otherwise, or any subsequent claim, action, suit or proceeding arising out of goods sold or services rendered by the Business relating to such pending matters, any other similar event occurring on or prior to the Closing Date, including under contractual warranty agreements to service Date or resulting from the conduct of the Business Products delivered by Seller or any Seller Subsidiary on or prior to the Closing Date; (fiii) all Liabilities any Liability arising out of or relating to the employment Excluded Assets; (iv) any Pre-Closing Taxes or termination Taxes for which Seller is liable pursuant to Section 4.7; (v) any Liability arising from claims, proceedings or causes of employment of any of the Business Employees with action resulting from property damage or personal injuries (including death) caused by inventory sold, products manufactured or services rendered by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA Seller Subsidiary or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (jvi) Liabilities any Liability arising out of from product liability claims, with respect to products, materials or services manufactured, sold, performed or shipped by Seller, any Environmental Claim Seller Subsidiary or the presence Business on or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (ivii) Liabilities arising out any Liability relating to the violation of or failure to comply with any infringement, misappropriation, dilution, or other violation by Legal Requirement in connection with the operation of the Business Business, or any Business Products the condition of the Intellectual Property rights of a third partyPurchased Assets, in each case prior to the Closing DateClosing; (jviii) any Liability with respect to deferred salary, salary, wages, severance, bonus, compensation or any other labor or employment Liability of Seller or any Seller Subsidiary, including any Liability of Seller or its Affiliates for brokerage commissionsany Seller Subsidiary with respect to any Seller Plan or other Liability of Seller or any Seller Subsidiary related to ERISA, finders’ fees but excluding any coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or similar compensation state law for qualified “M&A qualified beneficiary,” as more fully set forth in connection with the transactions contemplated by this AgreementSection 4.10(c); and (kix) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 any Indebtedness of the Seller Disclosure Schedule (which Contracts shall not be terminated)or any Seller Subsidiary.

Excluded Liabilities. Any Liability of Seller or its Affiliates, Notwithstanding any provision to the extent it is not an Assumed Liabilitycontrary in this Agreement, is an Excluded Liability (collectively, the “Excluded Liabilities”), and nothing in this Agreement shall constitute or be construed as to require Buyer will not assume and will not be obligated to pay, perform or otherwise discharge when due any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates: (a) all Indebtedness; (b) all Liabilities for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share with respect to the Purchased Assets not expressly referenced in Section 2.3, including the following Liabilities which are hereby specifically excluded from the definition of Assumed Liabilities (the "Excluded Liabilities"): (a) Any Liabilities of Seller in respect of any Transfer Taxes pursuant Excluded Assets, including Environmental Conditions existing on, or Releases occurring prior to, the Closing Date on the locations occupied by, or resulting from the construction, ownership or operation of, any of the assets summarized on Schedule 2.2(a), including the Tasley generating facility and any other generating facility of Seller or its Affiliates, whether commissioned or decommissioned; (b) Remediation, loss of life, injury to Section 10.1persons or property and damage to natural resources arising from the storage, transportation, treatment, disposal, discharge, recycling or Release, at any Off-Site Location; (c) all Any Liabilities described of Seller in respect of Taxes attributable to the Purchased Assets for taxable periods ending before the Closing Date, except for Taxes for which Buyer is liable pursuant to Section 2.4(c) of the Seller Disclosure Schedule3.6 or 6.7; (d) all Any Liabilities relating of Seller accruing prior to or arising the Closing Date under any Excluded Assetof the Seller's Agreements; (e) all Liabilities relating to the operation Any fines or penalties imposed by any Governmental Authority resulting from any violation of the Business and the ownership of the Purchased Assets on Law or before the Closing Date, including all liabilities arising out of goods sold or services rendered any Seller's Permit by the Business on or Seller that occurred prior to the Closing Date, it being understood that costs associated with modifications to the Purchased Assets or the manner of operating the Purchased Assets to correct such violations shall not be deemed to be fines or penalties for purposes hereof; (f) Any Liabilities relating to any Benefit Plan maintained by Seller or any trade or business (whether or not incorporated) which is or ever has been under common control, or which is or ever has been treated as a single employer, with Seller under Section 414(b), (c), (m) or (o) of the Code ("ERISA Affiliate") or to which Seller and any ERISA Affiliate contributed thereunder, maintained by, contributed to, or obligated to contribute to, by Seller or any ERISA Affiliate, including any Liability (i) to the Pension Benefit Guaranty Corporation under contractual warranty agreements Title IV of ERISA, or (ii) with respect to service any noncompliance by Seller with ERISA; (g) Any Liabilities relating to the Business Products delivered on employment or termination of employment, including discrimination, wrongful discharge or unfair labor practices by Seller of any individual, attributable to any action or omission by Seller prior to the Closing Date; (fh) all Liabilities relating Any obligation to the employment or termination of employment of any provide continuation coverage under COBRA (and notice of the Business Employees with or by Seller, including all obligations and Liabilities relating right to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (iielect such coverage) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading Seller's employees associated with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. Purchased Assets or non-U.S. Export Control Laws governing the conduct former dependents of Seller’s and its Subsidiaries’ business and 's employees who became eligible for continuation coverage under COBRA on account of a "qualifying event" (iias defined under COBRA) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Any Liabilities arising out of under lease agreements for any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Datevehicles; (j) Any payment Liabilities secured by Permitted Encumbrances and arising prior to Closing relating to (i) mechanics', carriers', workers', repairers' and other similar liens, (ii) obligations for borrowed money or with respect to deposits or advances of any Liability kind, including any Liabilities relating to the lien on the Site in favor of Seller The Bank of New York, individually or its Affiliates for brokerage commissionsas trustee, finders’ fees (iii) obligations upon which interest charges are customarily paid, (iv) all obligations under conditional sale or similar compensation other title retention agreements, (v) obligations in connection with respect of the transactions contemplated by this Agreementdeferred purchase price of property or services, (vi) guarantees of indebtedness of others, (vii) capital lease obligations, or (viii) obligations (contingent or otherwise) as an account party in respect of letters of credit or letters of guaranty; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables To the extent not expressly identified as one of the Assumed Liabilities pursuant to Business Contracts set forth Section 2.3(a) to (d), any Liabilities arising prior to Closing, which become Known Liabilities on Section 5.11 of or before the Seller Disclosure Schedule (which Contracts shall not be terminated)date six months after the Closing Date.

Excluded Liabilities. Any Liability of Seller or its Affiliates, Notwithstanding anything to the contrary contained herein but except to the extent it is specifically set forth in paragraphs 1.2 and 1.13 hereof, Buyer shall not an have any responsibility and shall not assume or in any way be liable or responsible to Seller, the Foreign Subsidiaries or any other person for, and Seller and the Foreign Subsidiaries shall retain the liability in respect of, all liabilities, obligations and debts of Seller and the Foreign Subsidiaries which relate to the Industrial Distribution Business or the Foreign Industrial Distribution Business or the Subject Assets arising from the conduct of the Industrial Distribution Business or the Foreign Assets arising from the conduct of the Foreign Industrial Distribution Business prior to the Closing, whenever arising and whether primary or secondary, direct or indirect, absolute or contingent, known or unknown, contractual, tortious or otherwise, except for the Assumed Liability, is an Excluded Liability Liabilities and the Foreign Assumed Liabilities (collectively, the “"Excluded Liabilities”"), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform shall include without limitation: (i) tax liabilities or discharge such Liabilities of Seller or its Affiliates: (a) all Indebtedness; (b) all Liabilities for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes obligations of Seller or any of its Affiliates and for Seller’s or Foreign Subsidiary with respect to any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or period prior to the Closing DateClosing, including under contractual warranty agreements (ii) liabilities or obligations of Seller or any Foreign Subsidiary for withholding, unemployment, social security or payroll taxes with respect to service the Business Products delivered on or any period prior to the Closing Date; Closing, (fiii) all Liabilities relating liabilities or obligations of Seller or any Foreign Subsidiary for salary, wages, pension and profit sharing expenses accrued with respect to any period prior to the employment Closing, (iv) liabilities or termination obligations relating in any way to any violation by Seller of employment (or non-compliance by Seller with) the bulk sales act of any state, (v) liabilities of the Business Employees with Seller or by Seller, including any Foreign Subsidiary for all obligations claims for health care and Liabilities relating to compensation, other welfare benefits (including under any pension or defined benefits planit being understood that this clause shall not be deemed to affect Section 8 hereof), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA (vi) liabilities resulting from the failure of Seller or any Foreign Subsidiary to provide health continuation coverage as required by the Workers Adjustment and Retraining Notification Act Internal Revenue Code of 19881986, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws ERISA (collectively, the “WARN Act”as defined in paragraph 2.16 hereof), except (i) as agreed for services relating it being understood that this clause shall not be deemed to Business Employees after the Closing pursuant to the Employee Services Agreementaffect Section 8 hereof), (iivii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation liabilities of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities Seller arising out of a violation by Seller or any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out Foreign Subsidiary of any infringementLaw (as defined in paragraph 13.1 hereof), misappropriationincluding without limitation Laws relating to health and safety, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (jviii) any Liability liabilities of Seller or its Affiliates any Foreign Subsidiary incurred for brokerage commissions, finders’ fees or similar compensation in connection with the costs and expenses of negotiating and consummating the transactions contemplated by this Agreement; and , (kix) tort liabilities of Seller or any Foreign Subsidiary arising in connection with products sold or actions taken by Seller or any Foreign Subsidiary prior to the Closing, (x) claims arising under any Contract not included in the Subject Assets or Foreign Assets, (xi) claims based upon Seller's or any Foreign Subsidiary's performance prior to the Closing or Seller's or any Foreign Subsidiary's failure to perform any obligation required to be performed prior to the Closing, (xii) all Intercompany Payables, other than Intercompany Trade Payables liabilities and obligations of Seller or any Foreign Subsidiary in respect of trade payables pursuant arising from the purchase of products and/or inventory used in or sold by the Industrial Distribution Business and (xiii) all liabilities and obligations of Seller or any Foreign Subsidiary for customer rebates with respect to Business Contracts set forth on Section 5.11 any period prior to the Closing regardless of when actually payable. The assumption of the Seller Disclosure Schedule (which Contracts Assumed Liabilities and the Foreign Assumed Liabilities by Buyer hereunder shall not be terminated)enlarge any rights of third parties under contracts or arrangements with Buyer, Seller or any Foreign Subsidiary and nothing herein shall prevent any party from contesting in good faith with any third party any of said Assumed Liabilities or said Foreign Assumed Liabilities."

Excluded Liabilities. Any Liability Purchaser has not agreed to pay, shall not be required to assume and shall have no liability or obligation with respect to, any liability or obligation, direct or indirect, absolute or contingent, of Seller, any subsidiary or Affiliate of Seller or its Affiliates, to any other Person other than the extent it is not an Assumed Liability, is an Excluded Liability Liabilities (collectively, the “Excluded Liabilities”"EXCLUDED LIABILITIES"), and Buyer Seller agrees that it will take all actions and do all things necessary to ensure that Purchaser is not assume and will not be obligated to pay, perform or discharge liable for any such Excluded Liabilities. Without limiting the generality of the foregoingpreceding sentence, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to payinclude, perform or discharge such Liabilities without limitation, all of Seller or its Affiliatesthe following: (a) all Indebtednessliabilities related to Taxes and Environmental Laws arising out of or in connection with the ownership or conduct of the Business by Seller; (b) all Liabilities for Taxes that relate liabilities related to any Action arising out of or in connection with the Purchased Assets, the Business ownership or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or arising under any Excluded Asset; (e) all Liabilities relating to the operation conduct of the Business and the ownership of the Purchased Assets on by Seller, whether asserted before or before after the Closing Date, including all liabilities arising out of goods sold Date and whether known or services rendered by the Business unknown on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or prior to the Closing Date; (fc) all Liabilities relating liabilities related to the employment any former or termination current employee or agent of employment of any of the Business Employees with or by Seller, including all obligations any liabilities under or associated with any Employee Benefit Plan (including, without limitation, any Seller Welfare Benefit Plan, Seller Pension Benefit Plan and Liabilities relating to Seller Employee Benefit Plan), any Actions asserted by or on behalf of any former or current employee or agent of Seller, any claims for wages, bonuses (other than the Bonus Payments), commissions or other forms of compensation, benefits (including and any claims under any pension policies of Seller related to its employees, including any obligations related to accrued vacation, holiday and sick leave and overtime pay; (d) liabilities related to that certain Rabbi Trust dated January 1, 1990 (e) liabilities, costs, and expenses related to that certain Lease Agreement No. J0080197 dated as of August 1, 1997 between Seller and Winthrop Resources Corporation; (f) liabilities related to any market development fund accounts in the possession or defined benefits plancontrol of Seller (each, an "MDF ACCOUNT"), severanceincluding, change-in-control paymentsbut not limited, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act to any negative balance overspending of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8such MDF Account; (g) Liabilities relating liabilities related to or arising under any breach or violation compliance of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading Seller's real property with the Enemy Americans with Disabilities Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date;; and (jh) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatmentliabilities, storage or disposal costs and expenses incurred by Seller in connection with the operation negotiation, execution or performance of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with this Agreement and the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated)hereby.

Excluded Liabilities. Any Liability At the Closing, subject to Article IX, Buyers shall not, by the execution and performance of Seller this Agreement or its Affiliatesotherwise, to assume, become responsible for or incur the extent it is not an Assumed Liability, is an Excluded Liability following Liabilities of Sellers (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to pay, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliates:): (a) all IndebtednessExcept as provided in Section 6.6, and except if taken into account in the calculation of the Actual True-Up Amount, any Liabilities of Sellers or any Seller Companies for Taxes, whether or not accrued, assessed or currently due and payable, including any Taxes arising from the ownership, operation or use of the Assets for any Pre-Closing Period; (b) all Liabilities for Taxes that relate Subject to the Purchased Assetsterms of Section 6.6, any Liabilities of Sellers for expenses incurred in connection with the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result sale of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes Assets pursuant to Section 10.1this Agreement; (c) all Liabilities described in Section 2.4(c) of the Any inter-company payables or receivables between Sellers and any Seller Disclosure ScheduleCompanies; (d) all All Liabilities relating for accounts payable and other current liabilities owed or accruing (as determined in accordance with GAAP) prior to or arising under any Excluded Assetthe Closing Date that do not constitute Assumed Liabilities (the “Accounts Payable”); (e) all Liabilities relating Any Proceeding against any Seller or any Seller Company related to the ownership, operation or use of any of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing DateDate (including any Proceeding set forth on Schedule 3.9 or Schedule 3.12 as of the date hereof and litigation which has been filed and with respect to which any Seller has received service of process as of the date hereof but excluding Proceedings relating to the Assumed Liabilities); (f) Except for any Assumed Contracts and Assumed Severance and Retention Bonus Liabilities, including under contractual warranty agreements any Liabilities arising from or related to service the Business Products delivered (i) any employee wages or other benefits due to or required to be contributed in respect of any employees, directors or consultants of any Seller relating to any Assets on or prior to the Closing Date; (f) all Liabilities relating to the employment Date or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) funding, contributions, benefits, payment obligations, fees or expenses, including “withdrawal liability,” arising from or relating to any Benefit Plans sponsored, made available, maintained, contributed to or required to be contributed to by Sellers or any Seller Company for the extent provided in Section 5.5(e)benefit of any current or former employee of Sellers or any Seller Company, it being expressly understood that, except for any Assumed Contracts and the Assumed Severance and Retention Bonus Liabilities, Buyers are not assuming any Benefit Plans on of Sellers, and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant Buyers shall not be deemed a successor employer with respect to Sections 5.5, 5.6 and 5.8any of Sellers’ Benefit Plans; (g) Liabilities Subject to Section 6.4, any Encumbrances (other than Permitted Encumbrances) relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date;Assets; and/or (jh) Subject to Section 1.3, any other Liabilities of any nature whatsoever, whether legal or equitable, or matured or contingent, arising out of any Environmental Claim or in connection with or related to the presence ownership, lease, operation, performance or Release use of Hazardous Materials the Assets on or prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall that do not be terminated)constitute Assumed Liabilities.

Excluded Liabilities. Any Liability BUYER shall not assume or in any way become liable for any of Seller SELLER'S debts, liabilities or its Affiliatesobligations of any nature whatsoever, other than the Assumed Liabilities (such non-assumed liabilities being hereinafter referred to as the extent it is not an Assumed Liability, is an Excluded Liability (collectively, the “"Excluded Liabilities”"), and Buyer will not assume and will not be obligated to payincluding, perform or discharge any such Liabilities. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities of Seller or its Affiliateswithout limitation: (a) all IndebtednessAny of SELLER'S liabilities or obligations under this Agreement; (b) Any of SELLER'S 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 all Liabilities attorneys' and accountants' fees, and brokerage fees); (c) Any of SELLER'S liabilities or obligations in respect of income or other taxes or any fines, penalties or costs arising therefrom (except as otherwise expressly provided in Section 7.4); (d) Any of SELLER'S accounts payable, accrued expenses or other current liabilities (except to the extent expressly provided in Section 1.6 ); (e) Any of SELLER'S liabilities or obligations for Taxes indebtedness for borrowed money or indebtedness secured by liens on its assets or guarantees of any of the foregoing; (f) Any wages, salaries, severance payments, or other compensation with respect to employees, agents or contractors of SELLER; (g) Any unused vacation benefits with respect to employees, agents or contractors of SELLER; (h) Any retirement benefits or post-retirement healthcare liabilities with respect to employees, agents or contractors of SELLER; (i) Any liabilities, obligations or expenses arising from or relating to any benefit plan with respect to employees, agents or contractors of SELLER; (j) Any liabilities or obligations with respect to any Products manufactured by SELLER prior to the Closing except to the extent caused by acts or omissions by BUYER (other than the act solely of selling or delivering the Products) and except for such liabilities or obligations relating to complaints by retail customers concerning the Products not involving personal injuries and arising in the ordinary course of business that are resolved by BUYER in the ordinary course of business; (k) Except as expressly assumed by BUYER pursuant to Section 1.6(a), Section 1.6(d) or Section 1.6(e) hereof, any obligations and liabilities for refunds, advertising, coupons, freestanding inserts, adjustments, allowances, repairs, exchanges and returns relating exclusively to any Product to the extent such obligations and liabilities relate to the Purchased Assets, the Business offers issued or the Assumed Liabilities for Taxable periods (or portions thereof) ending commitments made on or before the Closing Date; (l) Any liabilities or obligations relating to any legal action, for payments under any Tax allocationsuit, sharing arbitration, charge, investigation, proceeding or similar agreement that relate to the Purchased Assets, claim arising out of or in connection with SELLER'S conduct of the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law act or as a result omission of the application of Section 6901 of the Code SELLER or any similar LawSELLER'S officers, in each case with respect to the Purchased Assetsdirectors, the Business employees, consultants, agents or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1advisors; (cm) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to Any liabilities or arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities obligations arising out of goods sold or services rendered by in connection with any act, omission or circumstance comprising a breach of the Business on or Contracts occurring prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on regardless of when any such liability or prior to the Closing Dateobligation is asserted; (fn) all Liabilities relating to the employment Any liabilities or termination of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including under any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating arising by reason of any violation or alleged violation of any federal, state, local or foreign law, rule, ordinance or regulation or any other requirement of any governmental authority, including, without limitation, any failure to Business Employees after the Closing pursuant to the Employee Services Agreementobtain any relevant governmental permit, license, consent or other authorization, (ii) to the extent except as specifically provided in Section 5.5(e)1.6, the Assumed Plans on and after the Transfer Datearising by reason of any breach or alleged breach by SELLER of any agreement, contract, lease, license, commitment, instrument, judgment, order or decree, or (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to the environment or arising under any breach hazardous, toxic or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulationschemical substances, including but not limited to: to those defined as "toxic" or "hazardous" under any environmental law, with respect to events, acts, omissions or circumstances existing or occurring prior to Closing; (o) Any liabilities or obligations relating to the Export Administration RegulationsBusiness or to acts, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. circumstances or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law omissions existing or Environmental Permit, in each case, occurring prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior Closing, except to the Closing Date at any Owned Real Property extent specifically described in and expressly assumed by BUYER in Section 1.6(c), (including the Known Environmental Conditionsd), (e) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; and (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreementf); and (kp) all Intercompany Payables, Any other than Intercompany Trade Payables and payables liabilities or obligations not expressly assumed by BUYER pursuant to Business Contracts set forth on Section 5.11 1.6 above. For purposes of this Section 1.7, "SELLER" shall be deemed to include all Affiliates of SELLER. SELLER hereby acknowledges and agrees that it is retaining the Seller Disclosure Schedule (which Contracts Excluded Liabilities and SELLER shall not be terminated)pay, discharge and perform all such liabilities and obligations.

Excluded Liabilities. Any Liability Notwithstanding any other provision of Seller this Agreement, Buyer shall not assume, or its Affiliatesotherwise be responsible for (and nothing in this Agreement or any Ancillary Agreement shall be construed as imposing on Buyer), to except for the extent it is not an Assumed LiabilityLiabilities expressly assumed in Section 2.2, is an Excluded Liability any Liabilities of Seller, in each case, whether arising out of occurrences prior to, at or after the Closing Date (collectively, the “Excluded Liabilities”), and Buyer will not assume and will not be obligated to paywhich Excluded Liabilities include, perform or discharge any such Liabilities. Without limiting the generality of the foregoingwithout limitation, the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform or discharge such Liabilities following: (A) Any Liability of Seller or its Affiliates: ERISA Affiliates to or in respect of any employee, former employee or other service provider of Seller, including, without limitation, (i) any Liability under any employment agreement or severance plan or agreement, whether or not written, between Seller and any Person (including without limitation under (a) all Indebtedness; that certain Employment Agreement, between Seller and ▇. ▇▇▇▇▇▇, and (b) all Liabilities for Taxes that relate to the Purchased Assetscertain Employment Agreement, the Business or the Assumed Liabilities for Taxable periods between Seller and ▇. ▇▇▇▇, (or portions thereofii) ending on or before the Closing Date, for payments any Liability under any Tax allocationEmployee Plan at any time maintained, sharing contributed to or similar agreement that relate required to the Purchased Assetsbe contributed to by or with respect to Seller or under which Seller may incur Liability, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law contributions, benefits or as a result of the application of Section 6901 of the Code Liabilities therefor, or any similar Law, in each case Liability with respect to the Purchased Assetswithdrawal or partial withdrawal by Seller, any Subsidiary or any ERISA Affiliate from or termination of any Employee Plan and (iii) any claim related in any way to employment, termination of employment, pay equity, equal employment opportunity, discrimination, harassment, retaliation, wrongful termination, immigration, wages, hours, benefits, terms and conditions of employment, collective bargaining, the Business or the Assumed Liabilitiespayment of social security and similar Taxes, for Taxes of Seller or any of its Affiliates occupational health and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1safety, and plant closing; (cB) all Liabilities described Any Liability of Seller in Section 2.4(c) respect of the Seller Disclosure Scheduleany Taxes of Seller; (dC) all Liabilities relating Any Liability of Seller 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 under any Excluded Asset; (e) all Liabilities relating to the operation from defects in products manufactured or from services performed by or on behalf of the Business and the ownership of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered Seller on or prior to the Closing Date; (fD) all Liabilities relating to the employment or termination Any Liability of employment of any of the Business Employees with or by Seller, including all obligations and Liabilities relating to compensation, benefits (including Seller under any pension Assigned Contract or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities arising under OSHA or the Workers Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except Assigned Lease (i) as agreed for services accruing, arising out of, or relating to Business Employees after events or occurrences on or prior to the Closing pursuant to the Employee Services AgreementDate, (ii) that arises after the Closing Date but that arises out of or relates to any Default by Seller that occurred prior to the Closing Date or (iii) that was not incurred by Seller or any Subsidiary in the Ordinary Course of Business; (E) Any Liability of Seller under any Contract or Lease that is not an Assigned Contract or Assigned Lease; (F) Any Liability of Seller arising out of or resulting from its compliance or noncompliance with any Law or Order; (G) Any Liability of Seller arising out of or related to any Legal Proceeding against it or any Legal Proceeding which adversely affects the Purchased Assets or the Business and which was asserted on or prior to the Closing Date or to the extent provided in Section 5.5(e), the Assumed Plans basis of which arose on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8; (g) Liabilities relating to or arising under any breach or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office of Foreign Asset Control Regulations and the International Traffic in Arms Regulations (collectively, these laws and regulations are referred to as “U.S. Export Control Laws”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring prior to the Closing Date; (jH) Liabilities Any Liability of Seller resulting from entering into, performing its obligations pursuant to or consummating the transactions contemplated by this Agreement or any Ancillary Agreement (including, without limitation, any Liability of Seller pursuant to Article VIII of this Agreement); (I) Any Liability of Seller to or in respect of any former or current shareholders of Seller or any other holder of equity interests of Seller, including, without limitation, relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby and thereby; (J) Except as expressly provided herein, any Liability of Seller for any Funded Debt; (K) Any Liability of Seller arising out of any environmental or health and safety claims, costs or damages or for violation of Environmental Claim Laws or Occupational Safety and Health Laws pertaining to the Purchased Assets or the presence Business, which relate to conditions or Release events occurring or commencing prior to the Closing Date, including, without limitation, claims, costs or damages relating to any Environmental, Health and Safety Liabilities; (L) Amounts owed to Bayfront Holdings; (M) Except as set forth on Appendix A, all amounts owed to ClubCar; (N) Any Liability of Hazardous Materials Seller for any indemnification obligations pursuant to any claim or notice received prior to the Closing Date at with respect to any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing DateIntellectual Property; (iO) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business Any Liability owing to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or any Business Products affiliate of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreementhis; and (kP) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall Any Liability that is not be terminated)an Assumed Liability.

Excluded Liabilities. Any Liability Notwithstanding anything contained in this Agreement to the contrary and except as otherwise provided in Section 2.3 hereof, Buyer shall not assume or be obligated to pay, perform or otherwise discharge any other liability of Seller whatsoever or its Affiliatesany liabilities or obligations constituting an Encumbrance upon the Purchased Assets, to regardless of whether any such liabilities or obligations are absolute or contingent, liquidated or unliquidated, or otherwise. Seller shall remain liable for all liabilities other than the extent it is not an Assumed Liability, is an Excluded Liability Liabilities (collectively, the “Excluded Liabilities”), including any obligations arising on and/or before the Closing Date, any liabilities and Buyer will not assume obligations arising on and/or before the Closing Date under any Assumed Contracts, any liabilities related to any Excluded Assets, any liabilities arising under the Excluded Contracts and will not be obligated all liabilities in respect of Taxes for which each of Seller and Nyer is liable pursuant to pay, perform or discharge any such LiabilitiesSection 8.6. Without limiting the generality of the foregoing, in no event shall Buyer assume any of the following are Excluded Liabilities and Buyer will not assume and will not be obligated to pay, perform liabilities or discharge such Liabilities of Seller or its Affiliatesobligations: (a) all Indebtedness; (b) all Liabilities for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, for Taxes of Seller or any of its Affiliates and for Seller’s or any Affiliate’s share of any Transfer Taxes pursuant to Section 10.1; (c) all Liabilities described in Section 2.4(c) of the Seller Disclosure Schedule; (d) all Liabilities relating to or liabilities arising under any Excluded Asset; (e) all Liabilities relating to the operation of the Business and from the ownership or operation of the Purchased Assets on or before the Closing Date, including all liabilities arising out of goods sold or services rendered by the Business on or prior to the Closing Date, including under contractual warranty agreements to service the Business Products delivered on or and/or prior to the Closing Date; (fb) any liabilities with respect to any Persons at any time employed by Seller or its Affiliates in connection with the operation or ownership of the Business or the Purchased Assets, including, without limitation, all Liabilities relating liabilities for severance pay, accrued vacation, personal time off and sick pay, overtime pay and associated back pay, whether known or unknown, fixed or contingent, which arise out of events occurring prior to the employment or termination of employment of any of the Business Employees with or such Persons, if at all, by Seller, including all obligations and Liabilities relating to compensation, benefits Buyer; (including under c) any pension or defined benefits plan), severance, change-in-control payments, bonus payments, unpaid vacation and paid time off, and Liabilities liabilities arising under OSHA or the Workers Worker Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101, et seq., and similar Laws (collectively, the “WARN Act”), except (i) as agreed for services relating to Business Employees after the Closing pursuant to the Employee Services Agreement, (ii) to the extent provided in Section 5.5(e), the Assumed Plans on and after the Transfer Date, (iii) Liabilities specifically assumed by Buyer under the Collective Bargaining Agreements and (iv) other Liabilities specifically assumed by Buyer pursuant to Sections 5.5, 5.6 and 5.8;connection with Seller’s termination of any employees; or (gd) Liabilities relating to any legal obligations of Seller under HIPAA or arising under any breach other applicable laws or violation of Law or Permit, including (i) (A) all applicable U.S. export and re-export laws and regulations, including, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and their respective regulations, including but not limited to: the Export Administration Regulations, the Office HIPAA privacy standard requiring accounting of Foreign Asset Control Regulations and the International Traffic in Arms Regulations certain disclosures of Protected Health Information (collectively, these laws and regulations are referred to as “U.S. Export Control LawsPHI”) and (B) all other U.S. or non-U.S. Export Control Laws governing the conduct of Seller’s and its Subsidiaries’ business and (ii) any Environmental Law or Environmental Permit, in each case, occurring made by Seller on and/or prior to the Closing Date; (j) Liabilities arising out of any Environmental Claim or the presence or Release of Hazardous Materials prior to the Closing Date at any Owned Real Property (including the Known Environmental Conditions) or at any off-site location to which Hazardous Materials migrated or were sent for treatment, storage or disposal in connection with the operation of the Business prior to the Closing Date; (i) Liabilities arising out of any infringement, misappropriation, dilution, or other violation by the operation of the Business or any Business Products of the Intellectual Property rights of a third party, in each case prior to the Closing Date; (j) any Liability of Seller or its Affiliates for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement; and (k) all Intercompany Payables, other than Intercompany Trade Payables and payables pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule (which Contracts shall not be terminated).