Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Other than the Assumed Liabilities, all liabilities, liens and other obligations of Seller or any affiliates of Seller relating to the Business or the Purchased Assets arising prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other than the Assumed Liabilities(a) Buyer shall not assume, all liabilities, liens and other obligations of Seller or any affiliates of Seller relating to the Business or take the Purchased Assets arising prior subject to, any liability or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to the Closing Date become due) (collectivelya “Liability”) (such Liabilities, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation, the following: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability of the Seller for incomecompany members and related parties; (iii) taxes, transferincluding payroll taxes, salessales taxes, use, withholding and all other taxes arising in connection with relating to the consummation of the transactions contemplated hereby (including any income taxes arising because the period during which Seller is transferring owned and operated the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, ; (iv) any liability of claims against, and Liabilities of, Seller arising out of any threatened actions or pending litigation inactions of Seller (or other claim, any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) any liabilityLiabilities to Seller’s current employees, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive including compensation, sick leave, severance and benefits through the Closing Date or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including otherwise triggered by the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, Closing; (vi) any liabilities of any Seller to Liabilities arising under the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, Leases through the Closing Date; (vii) any liability for costs and expenses of Liabilities arising under the Seller in connection with this Agreement or any transactions contemplated hereby, Transferred Contracts through the Closing Date; (viii) any negative cash or book balances or any intercompany debt by Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and between, or by and among, Seller and any affiliate of Seller agents; and (ixviii) any environmental liability. All Excluded and all other Liabilities shall be the responsibility whatsoever of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other than Purchaser shall not assume and shall not be responsible to pay, perform or discharge any of the Assumed Liabilities, all liabilities, liens and other following Liabilities or obligations of Seller or any affiliates of Seller relating to the Business or the Purchased Assets arising prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including ): (i) any liability Liabilities relating to or arising out of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation ownership or leasing of the transactions contemplated hereby (including any income taxes arising because Purchased Property prior to the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, Closing Date; (ii) any liability arising out of any Action pending as of the Seller Closing Date; (iii) Liabilities for Taxes relating to or arising out of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes, including taxes ); (iv) liabilities for Taxes of any person other than the Seller, whether or not relating to or arising out of the Focus Factor business and whether or not incurred prior to the Closing date, including, without limitation, any Taxes payable by the Seller resulting from payments made pursuant to this Agreement; (iiiv) any deferred Taxes of any nature; (vi) one-half of the Transfer Taxes, if applicable; (vii) any liability of Seller having to do with a business other than the Focus Factor Business; (viii) any liability with respect to any indebtedness for borrowed moneyEmployee or former employee of Seller, or any consultant retained by Seller; (ivix) any liability to any Governmental entity arising out of or resulting from Seller’s compliance or noncompliance with any law, regulation, order, injunction, judgment, decree, ruling, assessment or award (an “Order”) of any Government entity (i.e., the liability is imposed by the Government entity); (x) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with under this Agreement or any other document executed in connection with the transactions contemplated hereby, by this Agreement; and (viiixi) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate liability of Seller and (ix) any environmental liability. All Excluded Liabilities shall be based on Seller’s actions or omissions occurring after the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesClosing Date.

Excluded Liabilities. Other than the Assumed Liabilities, all liabilities, liens and other obligations of Seller or any affiliates of Seller relating to the Business or the Purchased Assets arising prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed moneymoney or credit card payables, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vivii) any liabilities of any Seller to the Stockholders Stockholder or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liabilityliability arising out of or relating to the operation of the Business or Seller’s leasing, ownership or operation of real property. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other than Notwithstanding anything herein to the Assumed Liabilitiescontrary, all liabilitiesBuyer will not assume and will not be obligated to assume or be obliged to pay, liens and perform or otherwise discharge or in any other obligations way be liable or responsible for any Liability whatsoever of Seller or any affiliates of Seller relating to the Business or the Purchased Assets arising prior to its Subsidiaries, whether existing on the Closing Date or arising thereafter, other than the Assumed Liabilities (such Liabilities, collectively, the “Excluded Liabilities”). Without limiting the foregoing, Buyer shall remain not be obligated to assume, and does not assume, and hereby disclaims all the sole responsibility Excluded Liabilities, which for the avoidance of and shall be retaineddoubt, fully paidinclude (a) all Liabilities arising, fully performed and fully discharged solely by whether prior to, at or after the Seller. Excluded Liabilities shall includeClosing, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including under (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby Multiemployer Plan (including any income taxes arising because the Seller is transferring the Purchased Assetsassociated Withdrawal Liability), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) all Seller Benefit Plans (including any liability of the Seller for taxes, including taxes of Pension Plan and any person OPEB) other than the Seller, any Assumed Plan Liabilities or (iii) any liability Collective Bargaining Agreement that has expired or been rejected by Buyer, (b) any and all Liabilities for Taxes (i) of or imposed on Seller with respect or any of its Subsidiaries (or any Affiliate thereof) or (ii) related or attributable to the Assets or the Business for any Pre-Closing Tax Period, (other than real estate and personal property Taxes included in Acquired Prepayments or Taxes included in the Current Liabilities), (c) all Liabilities relating to the Assets or the Business arising from or relating to any indebtedness for borrowed moneyEnvironmental, Health and Safety Laws or the presence or Release of, or exposure to, any Hazardous Substance at, on, under or migrating from any Assets, to the extent arising or attributable to any period on or prior to the Closing including any Proceedings or Orders in respect of the foregoing (and including without limitation all fines, penalties or other obligations arising from or relating to any violation or alleged violation of Environmental, Health and Safety Laws first occurring or arising prior to the Closing), or otherwise relating to any properties at any time owned, leased or operated in respect of the Business that are not included within the definition of Assets, (ivd) any liability of Seller arising out of any threatened or pending litigation or other claim, all Cure Costs and (ve) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller all Liabilities relating to the Stockholders or any affiliates or current or former stockholdersExcluded Assets, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesincluding Customer Deductions.

Excluded Liabilities. Other Purchaser shall have no responsibility or liability for any liabilities or other obligations of Seller other than the Assumed Liabilities, and all liabilities, liens liabilities and other obligations of Seller or any affiliates other than the Assumed Liabilities shall remain obligations of Seller relating to the Business or the Purchased Assets arising prior to the Closing Date (collectively, the “Excluded Liabilities”). Without limiting the foregoing, shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation, the following: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability Liabilities of the Seller for income, transfer, sales, use, and all other taxes arising pursuant to the WARN Act relating to the action or inaction of any Party in connection with the consummation of the transactions transaction contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwisehereby, (ii) any liability Liabilities (x) related to or arising out of the employment or termination of employment by Seller for taxesor its controlled Affiliates of any current or former employee or retiree of Seller, including taxes any Employee of Seller (and any person other than dependents or beneficiaries thereof) or (y) related to, arising out of or under any compensation or employee benefit plan, program or arrangement sponsored, maintained or contributed to by Seller or any of its Affiliates, including, without limitation, the SellerEmployee Benefit Plans, in each case, whether arising prior to, on or after the Closing Date, (iii) any liability Liabilities related to or arising out of Seller with accounts payable, including without limitation those payable to Seller’s Affiliates, and other accrued liabilities in respect of periods prior to any indebtedness for borrowed moneythe Closing Date, (iv) any liability Taxes (whether assessed or unassessed) of or relating to the Seller or relating to the Business or the Transferred Assets for any taxable period (or portion thereof) ending on or prior to the Closing Date, or arising out or incurred with respect to the operations of any threatened or pending litigation or other claimthe Seller prior to the Closing Date, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheetshare of Transfer Taxes as set forth in Section 7.12(e), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller Liabilities derived or resulting from or relating to the Stockholders matters set forth on Schedule 5.6 hereto or any affiliates or current or former stockholders, members or other equity owners of any SellerLiens expunged with respect to the Transferred Assets by the Sale Order, (vii) any liability for costs and expenses Liabilities related to or arising out of any investigations or proceedings of the U.S. Customs and Border Protection with respect to the Seller in connection with this Agreement or any transactions contemplated hereby, the Business and (viii) any negative cash or book balances or any intercompany debt by and betweenLiabilities pursuant to, or by under, the Indenture dated March 23, 2005, among Escada AG, the Subsidiary Guarantors named therein, The Bank of New York and among, Seller and any affiliate of Seller and AIB BNY Fund Management (ixIreland) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesLimited.

Excluded Liabilities. Other than the Assumed Liabilities, all liabilities, liens and other obligations Buyer will not assume or be liable for any Liabilities of Seller or any affiliates of Seller relating to its Affiliates other than the Business or the Purchased Assets arising prior to the Closing Date Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, Buyer will not assume or be liable for any of the following Liabilities, which shall remain constitute “Excluded Liabilities” hereunder: (a) the sole responsibility Account Liabilities; (b) Excluded Taxes; (c) Liabilities arising under any Contracts of Seller or its Affiliates, whether relating to the Accounts or otherwise, whenever incurred or accrued; (d) Liabilities of whatever kind and shall be retained, fully paid, fully performed and fully discharged solely by nature assessed in any Proceeding to the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities extent relating to the Accounts or obligations not specifically listed in Schedule 1.2(a) hereofthe Account Assets prior to the Transactions, including the Custodial Transfer; (ie) Liabilities relating to any liability breach or alleged breach of the Seller for income, transfer, sales, use, and all other taxes arising Account Agreements in connection with the consummation Transactions (including, for the avoidance of doubt, the transactions contemplated hereby Custodial Transfer); (including f) Liabilities relating to any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability Employees of Seller or its Affiliates, including, without limitation, any Liabilities associated with respect to any indebtedness claims for borrowed moneywages, (iv) any liability of Seller arising out of any threatened or pending litigation salary or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive commissions, overtime pay, accrued vacation or holiday pay, workers’ compensation, sick leaveseverance, severance retention, termination or termination payother payments; (g) any Liabilities arising under or in connection with any Benefit Plan, vacation and other forms including any Controlled Group Liability of compensation Seller or any other form of employee benefit plan ERISA Affiliate; (including the health benefits payable reflected on the Seller’s balance sheet), agreement h) fifty percent (including employment agreements), arrangement or commitment payable to or for the benefit 50%) of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability Liabilities for costs and expenses of the Seller Transfer Taxes in connection with this Agreement or any transactions contemplated hereby, and the Transactions; (viiii) any negative cash Liability relating to the CDB Account Engagements arising on or book balances or prior to the Plan Year End applicable to such CDB Accounts; (j) any intercompany debt by and between, or by and among, Seller and any affiliate of Seller Liability for which Buyer has a right to indemnification pursuant to Section 8.2; and (ixk) any environmental liability. All all Liabilities relating to or arising out of the Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesAssets.

Excluded Liabilities. Other than Notwithstanding any provision in this Agreement or any other writing to the Assumed Liabilitiescontrary, the Buyer is not assuming any Liability of any Seller of whatever nature, whether presently in existence or arising hereafter, except for the Liabilities described in Exhibit B, which Buyer hereby assumes effective as of the Closing, defined below. Except for the Liabilities described in Exhibit B, all liabilities, liens such Liabilities shall be retained by and other obligations remain Liabilities of the applicable Seller or any affiliates of Seller relating (all such Liabilities not being assumed being herein referred to the Business or the Purchased Assets arising prior to the Closing Date (collectively, as the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. The Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability Liability of the any Seller for or on account of income, transfer, sales, use, and all state or other taxes arising Taxes (including transfer, documentary, sales, use stamp, registration, any conveyance fees or recording charges or any other Tax incurred in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased AssetsContemplated Transactions), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability Liability of the any Seller for taxes, including taxes the unpaid Taxes of any person other than the SellerPerson as a transferee or successor, by contract, or otherwise, (iii) any liability of Seller with respect to Liability under any indebtedness for borrowed moneyemployee benefit plan, (iv) Liability for any liability of Taxes incurred by any Seller relating to or arising out of any threatened or pending litigation or other claimperiod prior to the Closing, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit Liability in respect of any current or former officers, directors and other employees and independent contractors Debt of any Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Sellercontingent liabilities, (vii) any liability for costs and expenses Liability of the Seller in connection with this Agreement a Company to an Affiliate of a Company or any transactions contemplated herebyto its stockholders or owners, (viii) any negative cash or book balances or any intercompany debt by and betweenLiabilities of a Company’s Affiliates, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Company Employee Plan, (x) any Liability relating to compliance with Legal Requirements by a Company, employee Liabilities and breaches of any of the Contracts prior to the Closing, (xi) Liabilities in respect of Seller Transaction Expenses, (xii) the Excluded Assets; and (xiii) Liabilities shall be relating to account receivables relating to the responsibility pre-Closing operations of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesBusiness.

Excluded Liabilities. Other than Except for the Assumed Liabilities specifically set forth in Section 2.2 above, Buyer shall not assume or otherwise become responsible for, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including any Benefits Liabilities and liabilities or obligations related to the Acquired Assets or the Business which are outstanding or unpaid as of the date hereof (the “Excluded Liabilities”). Without limiting the foregoing, the term “Excluded Liabilities” shall include all liabilities, liens including any liabilities for Taxes, arising from or related to: (i) Seller’s operations, whenever arising or incurred, or Seller’s ownership of the Products and other obligations Acquired Assets through the Closing Date; (ii) Seller’s termination of Seller or any affiliates of Seller Contracts relating to the Business or the Purchased Assets arising otherwise; (iii) any Designated Employee hired by Buyer that accrues or arises as of or prior to the Closing Date (collectively, other than Accrued Vacation Pay and the “Excluded Liabilities”obligations of Parent pursuant to Parent’s written offers of employment referenced in Section 5.9), or any of Seller’s other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including WARN Act, change of control, workers’ compensation, severance, salary, bonuses, COBRA benefits or other benefits or payments due under any Employee Plan, whether or not any such employees shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising accept employment with Buyer in connection with the consummation transactions contemplated hereby; (iv) any Benefits Liabilities; (v) any litigation matter or threat thereof arising on or prior to the Closing Date involving Seller and any current or former customer, lessor, shareholder, officer, employee, consultant, director or affiliate thereof, including Xxxxxx x. Xxxx-L Company, Inc., Civ. No. 00-S-1181, D. Colo., and all claims, disputes and causes of action among Seller and Xxxxxx X. Xxxxx, XX Enterprises, Xxxxx X. Xxxxxxx, Xxx X. Xxxxx and Xxxxx X. Xxxxxx, (vi) any indemnification obligation of Seller to any affiliate or third party (other than indemnification obligations set forth in the Transferred Contracts), (vii) any real estate lease or equipment lease, including the Lease Agreements, other than as contemplated under the Real Property Subleases, (viii) Seller’s Retained Environmental Liabilities, (ix) any guaranty or insurance policy of any type, including any life or health insurance or key man insurance policies on Xxxxxx Xxxxx or any other Person, (x) any sales, use and other transfer taxes, including any taxes arising from the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assetsexcept as otherwise provided in Section 2.8 hereof), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (iixi) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs all fees and expenses of the incurred by Seller in connection with this Agreement or any and the transactions contemplated hereby, (viiixii) any negative cash Tax liabilities incurred by Seller prior to the Closing, (xiii) the Asvan Payment (as defined in Section 5.27 hereof), or book balances (xiv) the shareholder derivative action (Case No. 00-CV-6001) filed, purportedly on behalf of the Seller, in Xxxxxxxx Xxxxx, Xxxx xxx Xxxxxx xx Xxxxxx against Xxxxxx Xxxxx, Xxxxx Xxxxxxx, Xxx Xxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxx Xxxx and the Seller, the appeal filed by the derivative plaintiff with the Colorado Court of Appeals with respect to same (Case No. 02-CA-1901) or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesrelated proceeding.

Excluded Liabilities. Other Except as provided in Section 1.3(b), the Purchaser shall not assume, and shall have no liability for, any Liabilities of the Seller or any Seller Affiliate of any kind, character or description, whether accrued, absolute, contingent or otherwise, it being understood that the Purchaser is expressly disclaiming any express or implied assumption of any Liabilities other than the Assumed Liabilities, all liabilities, liens and other obligations of Seller or any affiliates of Seller relating to the Business or the Purchased Assets arising prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwiseaccounts payable, (ii) any liability Liabilities of the Seller for taxes, including taxes or any Seller Affiliate of any person kind, character or description, whether accrued, absolute, contingent or otherwise to the extent relating to or arising out of the operation or conduct of the Business or the ownership of the Purchased Assets prior to the Closing (other than the Seller, those Liabilities specified in Section 1.3(b)(v)); (iii) any liability Liability of the Seller with respect and any claims by any stockholder of the Seller arising out of or relating to any indebtedness for borrowed moneythe execution, delivery or performance of the Transactional Agreements, (iv) any liability Liability of the Seller or any Seller Affiliate to the extent relating to or arising out of the Excluded Assets, including the Excluded Contracts, except Liabilities related to the Business Portion of any threatened or pending litigation or other claimShared Contract but only in the event they are assumed by Purchaser pursuant to Section 1.7, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of SellerExcluded Taxes, (vi) any liabilities of any the Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any SellerSeverance Liabilities, (vii) any liability for costs and expenses of Liabilities relating to the Seller in connection with this Agreement Non-Designated Employees, whether arising before, on or any transactions contemplated herebyafter Closing, (viii) any negative cash Liabilities relating to the Transferred Employees, including all wages, accrued bonuses, retention amounts, salaries and other compensation and employee benefits (including any severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or book balances other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any intercompany debt by and betweenway to the execution, delivery or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.performance of

Excluded Liabilities. Other than Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities, all liabilities, liens Liabilities and is not assuming any other obligations liability or obligation of Seller (or any predecessor of Seller or any affiliates prior owner of all or part of its businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the "Excluded Liabilities"). Notwithstanding anything to the contrary in this Section 2.04, the Buyer shall not assume, and shall not be liable for, any liabilities or obligations of the Seller of any nature whatsoever, express or implied, fixed or contingent, including, but not limited to any liability owing to the Stockholders or any claim or causes of action , regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by the Seller or the Stockholders, any employee or agent of the Seller or the Stockholders, or alleged to have been made by the Seller or the Stockholders or any employee or agent of the Seller or the Stockholders, or arising out of relating to the Business conduct and operations of Seller or the Purchased Assets arising Business, or acts or omissions of Seller, its agents or employees prior to the Closing Date (collectivelyClosing, the “Excluded Liabilities”), shall remain the sole responsibility of and shall or which is imposed or asserted to be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom of or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance any service or termination pay, vacation and other forms activity performed by or on behalf of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements)without limitation any claim seeking recovery for property damage, arrangement consequential damage, lost revenue or commitment payable to income or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller personal injury. In addition to the Stockholders or any affiliates or current or former stockholdersforegoing, members or other equity owners of any Seller, (vii) in no event shall the Buyer assume any liability for costs and expenses of the Seller or incur any liability or obligation in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.respect of:

Excluded Liabilities. Other than the Except for those specific Assumed Liabilities, all liabilities, liens and other obligations of Seller or any affiliates of Seller relating to the Business or the Purchased Assets arising prior to the Closing Date (collectivelyLiabilities described in Section 2.1 above, the “Excluded Liabilities”)Buyer will not assume, shall remain the sole responsibility of and shall be retainedhereby expressly disclaims any assumption of, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a(absolute or contingent) hereofof any kind of the Sellers, including but not limited to (ia) liabilities or obligations of any liability kind in respect of any past or present Stockholder, directors, officers, employees or consultants of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets)Sellers, whether imposed on Seller as a matter of lawunder any contract or agreement, under this Agreement pursuant to any pension plan or employee benefit or welfare plan, or otherwise, (iib) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect liabilities or obligations relating to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including within the health benefits payable reflected on meaning of Section 3(3) of the Seller’s balance sheetEmployee Retirement Income Security Act of 1974, as amended ("ERISA")), oral or written retirement or deferred compensation plan, incentive compensation plan, stock plan, consulting agreement, unemployment compensation plan, severance plan, bonus plan, stock compensation plan or any other type or form of similar employee-related (or independent contractor-related) arrangement, program, policy, plan or agreement maintained or contributed to by the Seller or any Affiliate for the benefit of or in agreement with any employee or independent contractor of the Seller or any Affiliate (including employment agreementseach of such arrangements, programs, policies, plans or agreements hereinafter being referred to as an "Employee Benefit Plan"), arrangement (c) any obligations or commitment payable liabilities in respect of any unfunded pension or retirement benefits, or in respect of any funding obligations to, or transactions in or relating to any trust funds under, any pension, employee benefit or retirement plans now or heretofore maintained by or on behalf of the Seller for the benefit of any current past or former officerspresent employees, directors and other employees and independent contractors (d) liabilities or obligations relating to recapture of any depreciation deduction or investment tax credit of the Seller, and/or (vie) any liabilities or obligations relating to or arising out of any Seller pending claims, actions, arbitrations and/or other proceedings against or with respect to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other than Except for the Assumed Liabilities, all liabilitiesthe Purchaser shall not assume, liens and shall have no liability or obligation for any other Liabilities of the Sellers including, without limitation (except to the extent included in the Assumed Liabilities) any Liability arising out of, or related to, any (i) employee of the Sellers (other than pursuant to Section 2.3(a)(iv) above), including any Liability with respect to any key employee retention plans; (ii) any severance payable to any employee of the Business (other than any such person who accepts employment with the Purchaser); (iii) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including without limitation, any accrued professional fees and expenses of the Sellers' attorneys, accountants, financial advisors and other obligations professional advisors related to the Bankruptcy Case; (iv) Liabilities arising under any and all Contracts of Seller the Sellers which are not Assigned Contracts; (v) Liabilities to the extent relating to the Excluded Assets; (vi) except as set forth in Section 2.3, Liabilities for any capital leases or indebtedness for borrowed money of any affiliates kind or nature; (vii) any royalties related to any period of Seller relating time prior to the Petition Date; (viii) any income Taxes of any kind or nature; (ix) intercompany payables, intercompany loans or other intercompany liabilities of any kind or nature; (x) any pre-Closing litigation, claim or assessment, breach of contract, breach of warranty, tort, infringement, violation of law or environmental matters arising from circumstances or events prior to the Closing Date, in each case, of any kind or nature and whether related to the Business or otherwise and regardless of when commenced; or (xi) any Liabilities arising out of or related to any outstanding checks or other cash payments (whether paid by check, wire transfer or otherwise) issued, made or drawn on any bank or other deposit accounts of the Purchased Assets arising prior Sellers at any time, including any Liabilities with respect to the Closing Date cash overdrafts on such accounts (collectively, the “Excluded Liabilities”"EXCLUDED LIABILITIES"), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other Anything in this Agreement to the contrary notwithstanding, Buyer shall not assume (other than only the Assumed Liabilities expressly agreed to be assumed by Buyer pursuant to the provisions of paragraph 3.04 of this Agreement) and shall not undertake to pay, perform, satisfy or discharge any liability or obligation of Seller, the Business or the Division or any other person or entity of any kind, absolute or contingent, known or unknown (collectively, the "Excluded Liabilities"), all liabilitiesincluding without limitation the following: (a) any liability or obligation of Seller that arises out of the transactions contemplated to occur pursuant to this Agreement or that results from any breach or default by Seller under this Agreement, liens the Seller Transfer Documents or any other agreement, certificate, assignment, document or instrument that may be executed or delivered in connection with this Agreement or the transactions contemplated to occur hereunder (the Seller Transfer Documents and such other obligations documents being sometimes collectively referred to as the "Other Seller Documents"); (b) any liability or obligation relating to income, franchise, sales, use, payroll, unemployment, withholding real or personal property or any other taxes of Seller or the Division, including any affiliates interest or penalties related thereto; (c) any liability or obligation of Seller or the Division relating to indebtedness for borrowed money; (d) any liability or obligation relating to any Default by Seller under any of the Assumed Contracts or the Permits and Licenses; (e) Reserved. (f) any liability or obligation of Seller or the Division relating to any illness, injury, occupational or other disease or other health or safety risk that arises out of or results from any act, omission or occurrence prior to the Closing, including without limitation those arising under Section 7.04 hereof; (g) any liability or obligation relating to the employees of Seller or the Division (other than only accrued vacation pay and sick pay for Xxx Xxxxxxxx, Xxxx Xxxxxxxxx, and for any other employee of Seller who Buyer hires effective as of the Closing Date), including any severance obligation and any compensation required to be paid and benefits required to be provided under any of the Employee Benefit Plans; (h) any liability or obligation as shown on the Financial Statements (other than those liabilities mutually agreed to by Seller and Buyer (or as determined by the dispute resolution procedures) in accordance with the post-Closing adjustments contemplated pursuant to Section 3.03 hereof) or otherwise relating to any services performed by Seller or the Division prior to the Closing; (i) that portion of any liability or obligation relating to the violation of any Law relating to the Business or the Purchased Assets Division that arises out of or results from any act, omission or occurrence of a Seller Responsible Party prior to the Closing; (a) any liability or obligation of the Division to any of affiliates of Seller, except as expressly set forth in this Agreement; and (b) any Pre-Closing Liability (other than only the Assumed Liabilities). Seller shall be solely responsible for all liabilities, demands, damages, costs and expenses (including reasonable attorney's fees), and shall indemnify, defend and hold harmless the AEO Companies and their respective officers, directors, shareholders and representatives, from and against all liabilities, claims, demands, damages, costs and expenses (including reasonable attorney's fees) arising or resulting from the Excluded Liabilities and/or the conduct, actions, inactions or omissions of a Seller Responsible Party prior to the Closing Date (collectivelyDate. To the extent that a third party, not Buyer or a Seller Responsible Party, is responsible for such liabilities, damages, costs or expenses being imposed against Buyer, then the “Seller and Buyer will use their best efforts to pursue such third party and obtain a recovery therefrom. Section 3.06. Disputes as to Assumed Liabilities or Excluded Liabilities”). In the event that a dispute or controversy (each a "Dispute") arises between Seller and Buyer as to whether and/or to what extent Buyer, a Seller Responsible Party, or another party is responsible (as a result of the conduct, actions, inactions or omissions of Buyer, such Seller Responsible Party, or such other party) for a liability, loss, damage, demand, cost or expense, and if the Dispute cannot be settled through direct discussions, then Seller and Buyer shall remain resolve the sole responsibility of Dispute by binding arbitration administered by the American Arbitration Association ( "AAA") in Pittsburgh, PA in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration proceedings shall be retainedconducted on an expedited basis before a neutral arbitrator (to be selected by Seller and Buyer, fully paidor if they cannot agree, fully performed and fully discharged solely then by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability chairman of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation Pittsburgh office of the AAA) who has been actively engaged in the practice of law for at least fifteen (15) years, specializing in commercial transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes with substantial experience in customs and importation matters. The cost of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, arbitration proceedings shall be split equally between Seller and any affiliate of Seller and (ix) any environmental liabilityBuyer. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesSection 3.07.

Excluded Liabilities. Other than Notwithstanding the Assumed Liabilitiesprovisions of Section 2.4, all any other provision of this Agreement or any schedule or exhibit hereto and regardless of any disclosure to the Buyer, the Buyer shall not assume any liabilities, liens and other obligations of Seller or any affiliates of Seller commitments (i) relating to or arising out of the operation of the Business or the ownership or leasing of the Purchased Assets arising Property prior to or on the Closing Date other than the Assumed Liabilities or (ii) enumerated in the second sentence of this Section 2.5 (such unassumed liabilities, the "EXCLUDED LIABILITIES"). Excluded Liabilities shall include without limitation: (i) any liabilities for (a) Taxes relating to or arising out of the Business accruing prior to or on the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall includeincluding, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(aaccrued sales taxes), (b) hereofTaxes retained by the Sellers pursuant to this Agreement, including (ic) any liability one-half of the Seller for income, transfer, sales, useTransfer Taxes, and all (d) Taxes of any Seller or any other taxes arising in connection with the consummation Person, whether pursuant to an agreement, by operation of the transactions contemplated hereby Treasury Regulation ss. 1.1502-6 (including or any income taxes arising because the Seller is transferring the Purchased Assetssimilar provision of state, local, or foreign law), whether imposed on Seller as a matter of lawtransferee or successor liability, under this Agreement or otherwise, (ii) any liability accounts payable and unpaid interest thereon by one or more of the Seller for taxes, including taxes Sellers to one or more of any person other than the SellerSellers, (iii) any liability liabilities arising under Environmental Laws attributable to or incurred as a result of Seller with respect any acts, omissions, or conditions first occurring or in existence as of or prior to any indebtedness the Closing Date, including, but not limited to, liabilities for borrowed moneythe release, handling, discharge treatment, storage, disposal, or presence of Hazardous Materials, (iv) except for the Buyer Termination Liabilities, any liability liabilities relating to (A) the Employees or Employees previously employed by the Sellers or (B) any Employee Benefit Plans maintained by the Sellers or any Affiliate of Seller arising out of any threatened the Sellers or pending litigation or other claimcovering the Employees, (v) any liability, whether arising by operation liabilities to shareholders of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation the Sellers and Affiliates of the Sellers other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected than pursuant to agreements listed on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of SellerSchedule 2.5(v) hereof, (vi) any liabilities of fees, costs or expenses incurred by the Sellers or by any Seller to the Stockholders shareholder or any affiliates Affiliates of the Sellers in connection with legal, accounting, investment banking or current or former stockholdersany other services rendered in connection with the transactions contemplated by the Transaction Documents, members or other equity owners of any Seller, and (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viiiliabilities listed on Schedule 2.5(vii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenseshereof.

Excluded Liabilities. Other than Except for the Assumed Liabilities, all liabilitiesthe Buyer shall not assume, liens and other obligations shall have no liability or obligation for any liabilities of Seller or any affiliates of Seller relating to the Business or the Purchased Assets arising prior to the Closing Date Sellers (collectively, the “Excluded Liabilities”), shall remain including liabilities or obligations of any of the sole responsibility Sellers arising out of and shall or related to: (A) any other obligation required to be retainedrecorded on a balance sheet of the Sellers prepared in accordance with GAAP, fully paid(B) Taxes, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include(C) Indebtedness for borrowed money or deferred purchase price for property or services (including, without limitation: , pursuant to any debtscapital lease), (D) any amounts due to Affiliates or any intercompany or interbranch or interstore liabilities, (E) Excluded Assets, (F) any trade accounts payable of the Sellers, whether related to the Business or otherwise, including but not limited to co-op advertising commitments and claims, liabilities or obligations not specifically listed in Schedule 1.2(a) hereoffor sales returns, including allowances and chargebacks, all with respect to periods prior to the Closing Date, (iG) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby accrued liabilities (including any income taxes arising because the Seller is transferring the Purchased Assetsemployee benefits, employee payroll taxes, vacation and sick leave payable, holiday pay, etc.), whether imposed on Seller as a matter of law, under this Agreement related to the Business or otherwise, including the remaining payments under the settlement with Farmatek IC VE DIS TIC, LTD, STJ entered into in June 2009, (iiH) any liability present or former employees of the Seller for taxesCompany (including, including taxes of without limitation, any person other than the SellerPlan (as defined in Section 5.18 below) (I) any contract or arrangement with any Affiliates, (iiiJ) any liability default or breach of Seller contract, breach of warranty, tort, infringement, violation of law or environmental matter (in each case, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) and (K) the existing litigation ongoing in California with respect to a purported violation of Proposition 65 regarding multivitamin products (it being understood that Sellers may not settle or resolve such litigation in any indebtedness for borrowed moneymanner that involves any future compliance commitments, (iv) any liability changes to labeling or change in marketing or labeling without first obtaining the consent of Seller arising out of any threatened or pending litigation or other claimBuyer, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheetwhich will not be unreasonably withheld), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other than the Assumed Liabilities, all liabilities, liens and other obligations of Seller and the Acquired Subsidiaries or any affiliates of Seller relating to the Business or the Purchased Assets arising prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, except for credit card payables, (ivii) any liability of Seller arising out of any threatened or pending litigation or other claim, (viii) any liabilities of Seller to the Stockholders or any affiliates or current or former Stockholders, or other equity owners of Seller, (iv) except as itemized on Schedule 1.2(a), any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (viiv) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viiivi) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ixvii) any environmental liabilityliability arising out of or relating to the operation of the Business or Seller’s leasing, ownership or operation of real property. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other than Except for the assumption of the Assumed Liabilities, all liabilitiesBuyer will not acquire or assume and will have no responsibility for paying, liens and performing or discharging any of Seller’s Liabilities. No such assumption shall be implied or construed by operation of Law or otherwise. All Liabilities other obligations of Seller or any affiliates of Seller relating to than the Business or the Purchased Assets arising prior to the Closing Date (collectively, the “Excluded Liabilities”), Assumed Liabilities shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Without limiting the generality of the foregoing, the excluded Liabilities shall include, without limitationamong other things, each of the following: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability liabilities or obligations relating to any consultant, broker, producer, sub-producer employee or former employee of the Seller, including any claim by any such Person or any other Person (including brokers with whom Seller has split-commission arrangements or other arrangements) for incomesalary, transferwages, salescommissions, usevacation or holiday pay, severance pay, sick pay, workers compensation, medical benefits, retirement benefits, any other employee benefits or other benefits of any kind whatsoever, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because liability or obligation under the Seller is transferring the Purchased Assets)New York State Worker Adjustment Retraining Notification Act (“NY WARN”) or any corresponding or similar federal or state legislation, whether imposed on Seller as a matter of lawor pursuant to other applicable Law, under this Agreement Proceedings or otherwise, Orders; (ii) any liability or obligation of the Seller for taxes, including taxes in respect of any person other than the Seller, Tax or similar payment obligation to any Tax Authority; (iii) any liability or obligation of Seller in respect of any Contract, whether arising or accruing before or after the Closing Date, including any Leases and any carrier contracts assigned and transferred to Buyer in accordance with this Agreement (except as provided in Section 2.2 with respect to any indebtedness for borrowed money, the Assumed Contracts); (iv) any liability all of Seller’s accounts payable and all indebtedness of Seller arising out of any threatened for borrowed money or pending litigation otherwise, whether for periods preceding or other claim, following the Closing Date (except to the extent they are included in the Assumed Contracts for periods on or after the Closing Date and for the AMS Obligation); (v) any liability, whether arising by operation of law, contract, past custom liabilities or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the obligations to Seller’s balance sheet)customers, agreement (clients or accounts, including employment agreements), arrangement liabilities relating to customer or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, client deposits held by Seller in fiduciary accounts in its name; (vi) any liabilities liability to any shareholder or Affiliate of any Seller to or the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, Shareholder; (vii) any liability for costs arising out of any Proceeding, including any commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental or Regulatory Authority and expenses including any relating to the acts or omissions of Seller or its employees and agents or the operation of the Seller in connection with this Agreement or any transactions contemplated hereby, Business; (viii) any negative cash liabilities or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller obligations with respect to Prior Claims; and (ix) any environmental liability. All Excluded Liabilities shall be liabilities based on, arising out of or in connection with the responsibility execution, delivery or performance by Seller of Sellerthis Agreement, and including all liabilities of Seller and for federal, state, county, local or other income, sales, use or other Taxes or assessments of any kind, including any based upon, or related to, the Stockholder agree sale of the Purchased Assets, the dissolution of Seller or any action related to indemnify and hold any of the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesforegoing.

Excluded Liabilities. Other than Except for the Assumed Liabilities, all liabilitiesPurchaser shall not assume, liens and other obligations 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 affiliates 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 relating to the Business 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 Purchased Assets arising operation of the Business prior to the Closing Date except for the Assumed Liabilities, (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 agreed that Seller shall remain the sole responsibility of and shall not be retainedresponsible for any compensation, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities benefits or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect amounts payable to any indebtedness for borrowed moneySeller Service Provider pursuant to any Contract entered into by TheMaven, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation Purchaser or any other form of employee benefit plan (including their Affiliates that becomes effective at or following the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesClosing.

Excluded Liabilities. Other than the Assumed Liabilities, all liabilities, liens and other obligations of Seller or any affiliates of Seller relating to the Business or the Purchased Assets arising prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely retained by the Seller, and Buyer shall not be responsible to pay, perform, or discharge the Excluded Liabilities. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations of Seller not specifically listed in Schedule 1.2(a1.02(b) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including liability of the Seller for taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed moneymoney or credit card payables, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liabilityliability of Seller, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders Stockholder or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liabilityliability arising out of or relating to the operation of the Business by Seller prior to the Closing or Seller’s leasing, ownership or operation of real property. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree Xxxxxx agrees to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesLiabilities in accordance with Article VII below.

Excluded Liabilities. Other than Except for the Assumed Liabilities, all liabilitiesGame Financial shall not assume or in any way be responsible for any Liabilities of the Chex Entities or their Affiliates (whether or not disclosed on a schedule). Without limiting the foregoing, liens and other obligations notwithstanding anything in Subsection 4.2(a) to the contrary, the Assumed Liabilities shall not include, and Game Financial shall not assume, any of Seller the following Liabilities (collectively, “Excluded Liabilities”) of the Chex Entities or their Affiliates: (i) any affiliates Liabilities with respect to the Excluded Assets; (ii) any Liabilities with respect to Taxes of Seller any nature; (iii) any Liabilities or responsibilities relating to the Business employment or the Purchased Assets arising termination of employment by a Chex Entity or its Affiliate of any Person attributable to any action or inaction by a Chex Entity or its Affiliates on or prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereofDate, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed moneyBenefit Plan or arrangement of the Chex Entities or their Affiliates, or any severance retention, stay bonus or similar obligations owed by a Chex Entity or its Affiliates to any Person (including any Transferred Employees); (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller Liability in connection with this Agreement or any other agreement for legal, accounting or broker’s fees, Taxes or other transaction costs incurred in connection with this Agreement or the consummation of the transactions contemplated hereby, by this Agreement; (v) any Liability owed to any shareholder or former shareholder of a Chex Entity or to any of their current or former Affiliates; (vi) any obligations with respect to bank accounts; (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); (viii) any negative cash Liabilities arising under or book balances in connection with the Assumed Contracts that result from an act, omission, breach or any intercompany debt default by and between, a Chex Entity or by and among, Seller and any affiliate of Seller and its Affiliates; (ix) any environmental liabilityLiabilities for indebtedness of borrowed money, letters of credit, capital leases or installment purchases; (x) any Liabilities under any applicable Environmental Law with respect to the time period prior to the Closing Date; (xi) any Liability associated with or arising under a Material Business Contract that is not an Assumed Contract, whether such Liability arises before or after Closing; (xii) all accounts payable; and (xiii) any other Liabilities not expressly assumed by Game Financial in this Agreement. All Excluded Liabilities shall be the responsibility The Chex Entities and their Affiliates will discharge when due all of Seller, their respective obligations and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesliabilities that are not expressly assumed by Game Financial in this Agreement.

Excluded Liabilities. Other than Buyer shall not assume or be responsible for the Assumed Liabilities, all liabilities, liens and other obligations performance of Seller or any affiliates of Seller relating to the Business or the Purchased Assets arising prior to the Closing Date following Liabilities (collectively, the “Excluded Liabilities”): Any Liability of Seller exclusively in respect of or otherwise arising from (a) the operation or use of (x) the Excluded Assets or (y) except as expressly set forth in this Agreement, for the period prior to the Closing, the Acquired Assets; Any Liability of Seller arising from the making or performance of this (b) Agreement or a Related Agreement or the transactions contemplated hereby or thereby; Any Liability of Seller under the Assigned Contracts or Assigned Leases (c) (i) in respect of payment obligations for goods delivered or services rendered prior to the Closing Date, (ii) relating to a breach or default by Seller of any of its obligations thereunder occurring prior to the Closing Date whenever such breach is declared by the Counterparty thereto or (iii) relating to the CBA MOA; Except for those Assumed Liabilities set forth in Section 2.3(d), shall remain any (d) Liability of Seller (i) for any compensation, benefits, employment Taxes, workers compensation benefits and other similar Liabilities (including under the sole responsibility Generation CBA, any Employee Benefit Plan of and shall be retainedSeller, fully paidor any other agreement, fully performed and fully discharged solely by plan, practice, policy, instrument or document relating to any of the Seller. Excluded Liabilities shall includeTransferred Employees) created, without limitation: arising or accruing before the Closing Date, whether or not subject to any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereofcontinued service agreement, including pro rata payments earned before the Closing Date, in respect of the Transferred Employees, any temporary employees, and the Scheduled Employees who are not offered, or who do not accept, employment with the Buyer, (ii) relating to the Transferred Employees or temporary employees for which Seller is responsible under Section 5.8, (iii) relating to former employees, temporary employees or Scheduled Employees who are not offered, or who do not accept, employment with Buyer, or (iv) in respect of any workers’ compensation, tort, Hazardous Substance exposure, Public Service Company of New Hampshire dba Eversource Energy Docket DE 17-124 October 12, 2017 Attachment 2 Page 29 of 159 EXECUTION VERSION discrimination, wrongful discharge, unfair labor practice or other employee Claim under applicable Laws or under Seller’s Employee Benefits Plans by any Transferred Employee arising out of or relating to acts or omissions occurring prior to the Closing Date, by any former employee, by any temporary employee or by any Scheduled Employee who is not offered, or who does not accept, employment with Buyer; Any Liability of Seller arising from or associated with any Intercompany (e) Arrangement, other than Liabilities under those Assigned Contracts set forth on Schedule 2.2(j); Any Liability of Seller for any fines or penalties imposed by a (f) Governmental Authority resulting from (i) any liability of investigation or proceeding pending prior to the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement Closing Date or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability illegal acts or willful misconduct of Seller prior to the Closing Date; Any Liability for Taxes (including, with respect to any indebtedness for borrowed moneyproperty Taxes, (ivg) payments in addition to or in lieu of Taxes and the Property Tax Stabilization Payments) relating to the ownership, operation, sale or use of the Acquired Assets prior to the Closing, except those Taxes for which Buyer is liable pursuant to Section 2.7, Section 5.12 and Section 5.13. Any Liability of Seller pursuant to Section 5.20; and (h) Subject to the provisions of Section 5.11, (A) any liability Environmental Liability (i) caused, created or otherwise in existence due to the activities of or otherwise attributable to Seller prior to the Closing, except those Environmental Liabilities described in Section 2.4(i)(B)(II), Section 2.4(i)(C) and Section 2.4(i)(D) below, (B) any Environmental Liability arising out of or resulting from any threatened Release of mercury at Schiller Station that occurred (I) prior to or pending litigation on the Closing or other claim(II) during the performance of the work pursuant to the Removal Contract, which Release occurred after Closing but prior to the Schiller Boiler Removal Completion Date, (vC) any liabilityEnvironmental Liability relating to the treatment, whether arising disposal, storage, discharge, Release, recycling or the arrangement for such activities at, or the transportation to, any Offsite Disposal Facility by operation of lawSeller, contract, past custom prior to or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet)Closing Date, agreement of Hazardous Substances that were generated at the Sites, and (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (viD) any liabilities Environmental Liability of Seller for any Seller fines or penalties imposed by a Governmental Authority resulting from (I) any investigation or proceeding pending prior to the Stockholders Closing Date or any affiliates (II) illegal acts or current or former stockholderswillful misconduct of Seller prior to the Closing Date; provided, members or other equity owners however, that the Liability of any SellerSeller pursuant to Section 2.4(i)(A) and, (vii) any liability for costs from and expenses after the occurrence of the Seller in connection Schiller Boiler Removal Completion Date, Section 2.4(i)(B)(I) (and, together with this Agreement or such clauses, any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate associated indemnification obligations of Seller hereunder) shall terminate (x) on the applicable Excluded Environmental Liability Termination Date, after which any Liabilities described in Section 2.4(i)(A) and (ixSection 2.4(i)(B)(I) any environmental liability. All Excluded Liabilities shall be the responsibility of SellerAssumed Liabilities for which Buyer is liable pursuant to Section 2.3(a), and Seller shall have no further Liability with respect thereto, or (y) upon exceeding the indemnification cap set forth in Section 7.4(a)(ii), if earlier than the applicable Excluded Environmental Liability Termination Date, any Liabilities described in Section 2.4(i)(A) and Section 2.4(i)(B)(I) shall be Assumed Liabilities for which Buyer is liable pursuant to Section 2.3(a), and Seller shall have no further Liability with respect thereto. The Excluded Liabilities described in Section 2.4(d) (solely as it relates to employee exposure to Hazardous Substances), Section 2.4(h) and Section 2.4(i), as limited by the Stockholder agree terms thereof, are Public Service Company of New Hampshire dba Eversource Energy Docket DE 17-124 October 12, 2017 Attachment 2 Page 30 of 159 EXECUTION VERSION referred to indemnify herein as the “Excluded Environmental Liabilities.” For avoidance of doubt, it is the intention of the Parties that Section 2.4(d) (solely as it relates to employee exposure to Hazardous Substances), Section 2.4(h) and hold the Buyer harmless against Section 2.4(i) shall exclusively define those Environmental Liabilities constituting Excluded Liabilities hereunder, and that no other provision of this Section 2.4 shall be construed to include any Excluded Environmental Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other than Notwithstanding anything to the -------------------- contrary contained herein, the Purchaser shall not assume, or in any way be liable or responsible for, any liabilities, commitments or obligations of the Company of any kind or nature whatsoever, known or unknown, accrued, fixed, contingent or otherwise, liquidated or unliquidated, xxxxxx or inchoate, due or to become due, except for the Assumed Liabilities. Without limiting the generality of the foregoing, all liabilitiesthe transferee of the Domestic Purchased Assets shall not assume, liens and other the Company shall remain responsible for, the following: (a) any liabilities or obligations (whether absolute, contingent or otherwise) with respect to, arising out of, or related to, the Domestic Purchased Assets on or prior to the Closing Date, including, without limitation, any liability or obligation of Seller the Company or any of its employees, consultants, directors, officers, affiliates or agents arising out of, relating to, or caused by (whether directly or indirectly), the Company's ownership, possession, interest in, use or control of Seller relating the Domestic Purchased Assets; (b) any liability or obligation of the Company for any Taxes of any kind accrued for, applicable to or arising from any period ending on or prior to the Business or the Purchased Assets arising Closing Date including, without limitation, property Taxes for periods prior to the Closing Date (collectivelybut excluding property Taxes for the current tax year, the “Excluded Liabilities”), shall remain the sole responsibility of and which shall be retained, fully paid, fully performed and fully discharged prorated as of the Closing Date); (c) any liability or obligation of the Company or any Commonly Controlled Entity in respect of any employee benefit plans relating solely by to the Seller. Excluded Liabilities shall includeCompany or its employees (including, without limitation: , any debtspension, welfare, or other Benefit Plans), consulting, severance, change in control or similar agreements (unless and to the extent that the Purchaser in its discretion expressly agrees in writing to assume any such obligations after modifying or amending any such plans or agreements as it may in its sole judgment elect); (d) any cure amounts that become payable in respect of the assumption and assignment to the Purchaser of Assumed Contracts, Assumed Leases or other executory contracts and unexpired leases assigned to the Purchaser under section 365 of the Bankruptcy Code; (e) any liability or obligation arising pursuant to Safety and Environmental Laws or principles of common law relating to pollution, protection of the Environment or health and safety based on events, conditions or circumstances occurring or existing or prior to the Closing Date; (f) any obligations or liabilities of any of the Company or obligations not specifically listed in Schedule 1.2(aany Subsidiary to Wasserstein, Perella and Co., Inc.; (g) hereofany liability or obligation (whether absolute, including contingent or otherwise) with respect to, arising out of, or related to the Excluded Domestic Assets; (h) any product liability or claim for injury to person or property, regardless when made or asserted, relating to products manufactured, distributed or sold by the Business on or prior to the Closing Date; (i) any liability recalls on or after the Closing Date mandated by any Governmental Body of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation products of the transactions contemplated hereby (including any income taxes arising because Business manufactured, distributed or sold by the Seller is transferring on or prior to the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, Closing Date; (iij) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation intercompany payables and other forms of compensation liabilities or obligations to the Company or any other form of employee benefit plan its affiliates; or (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vik) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for all costs and expenses incurred by Seller incident to their negotiation and preparation of the Seller in connection with this Agreement or any transactions contemplated herebyand their performance of and compliance with the terms, (viii) any negative cash or book balances or any intercompany debt by conditions and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesarrangements contained herein.

Excluded Liabilities. Other than the Assumed Liabilities, all liabilities, liens and other obligations of Seller or any affiliates of Seller Seller, including, solely to the extent arising prior to the Closing Date, those relating to the Business or the Purchased Assets arising prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (ivii) any liability of Seller arising out of any threatened or pending litigation or other claimclaim to the extent arising from the Business or Purchased Assets prior to the Closing, provided that the claim does not arise from an act or omission occurring on or after the Closing Date, (viii) any liabilities of Seller to the members of Seller (“Members”) or any affiliates of a current or former Member, or other equity owners of Seller, (iv) except as itemized on Schedule 1.2(a) or relating to employees or independent contractors hired or otherwise engaged by Buyer for periods after the Closing Date, any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (viiv) any liability for costs and expenses of the Seller in connection with negotiating, documenting and/or closing this Agreement or any transactions contemplated hereby, (viiivi) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ixvii) any environmental liabilityliability arising out of or relating to the operation of the Business prior to the Closing or Seller’s leasing, ownership or operation of real property. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other than the Assumed Liabilities, all liabilities, liens and other obligations of Seller Sellers or any affiliates of Seller Sellers or the Shareholder relating to the Business or the Purchased Assets arising prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the SellerSellers. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof), including (i) any liability of the Seller Sellers for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is Sellers are transferring the Purchased Assets), whether imposed on Seller Sellers as a matter of law, under this Agreement or otherwise, ; (ii) any liability of the any Seller for taxes, including taxes of any person other than the such Seller, ; (iii) any liability of a Seller with respect to any indebtedness for borrowed money, money or credit card payables; (iv) any liability of a Seller arising out of any threatened or pending litigation or other claim, ; (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s Sellers’ balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, Sellers; (vivii) any liabilities of any Seller Sellers to the Stockholders Shareholder or any affiliates of the Shareholder or any current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller shareholder in connection with this Agreement or any transactions contemplated hereby, ; (viii) any liability related to or arising out of the Excluded Assets; (ix) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller Sellers and any affiliate of Seller Sellers; and (ixx) any environmental liabilityliability 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 SellerSellers, and Seller Sellers and the Stockholder Shareholder, jointly and severally, agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other Each of Sellers shall remain liable for, and shall defend, indemnify and hold Buyer harmless from and against, all Excluded Liabilities, defined below, and neither Buyer nor the Companies shall assume or have any responsibility for any Excluded Liabilities. The term “Excluded Liabilities” collectively means any and all obligations and liabilities, other than the Assumed Liabilities, all liabilitiesof one (1) or more of the Sellers and/or one (1) or more of the Companies, liens and other obligations including the Indebtedness (defined below), whether accrued or contingent, liquidated or unliquidated, asserted or unasserted, known or unknown, due or not due, civil or criminal in nature. For the avoidance of Seller or doubt, the term Excluded Liabilities also includes any affiliates of Seller liability relating to the Business or the Purchased Assets arising prior to the Closing Date out of any liability or obligation of any Company and/or any Seller for any: (i) tax (including any penalties, fines and interest thereon) of any kind (collectively, the “Excluded LiabilitiesTaxes”), shall remain the sole responsibility ) including any Taxes that arise out of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under by this Agreement or otherwise, Agreement; (ii) any liability of the Seller for taxesIndebtedness; and (ii) legal, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation accounting and other forms of compensation professional fees incurred by any Seller or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable Company prior to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement and/or Closing; (iv) any act or omission by any of the Companies occurring prior to Closing, or any transactions contemplated herebyof the Sellers occurring at any time, constituting, or alleged to constitute, negligence or any other tort; and (viiiv) any negative cash act or book balances omission by any of the Companies occurring prior to Closing, or any intercompany debt by and betweenof the Sellers occurring at any time, constituting a violation of State, county, or by and among, local criminal law. At Closing each Seller and any affiliate of Seller and (ix) any environmental liability. All agrees to assume all Excluded Liabilities shall regardless of whether the name of the obligor be an individual Seller or one (1) or more of the responsibility of SellerCompanies, and Seller and the Stockholder agree and, in accordance with Section 13 below, agrees to indemnify indemnify, defend and hold harmless Buyer Indemnitees from and against all Adverse Consequences arising from or related to the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other than Notwithstanding anything contained in this Agreement to the contrary, except for the Assumed Liabilities, all liabilitiesthe Purchaser shall not assume or be obligated to pay, liens perform or otherwise discharge (and other the Sellers and their Affiliates shall retain, pay, perform or otherwise discharge without recourse to the Purchaser) any liabilities or obligations of Seller the Sellers or their Affiliates of any affiliates of Seller relating to the Business kind, character or the Purchased Assets description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, and currently existing or hereinafter arising prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain including, but not limited to, the sole responsibility following: (a) any liabilities in respect of and shall be retainedany Tax relating to the Assets or the Business that are incurred or are attributable to any taxable period, fully paidor any portion of any taxable period prior to the Closing Date, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (ib) any liability of the Seller Sellers or their Affiliates for incomelegal, transfer, sales, use, and all accounting or broker’s or other taxes arising advisors’ fees incurred in connection with the negotiation of this Agreement or the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwisehereby, (iic) any liability owing by Sellers or their Affiliates to any of the Seller for taxestheir respective current or former directors or officers, current or former shareholders or Affiliates of any such party, including taxes any current or former directors, officers or shareholders of such shareholder or Affiliate or any person other than the Sellerdivision or business unit of Sellers and their Affiliates, (iiid) obligations in respect of Sellers’ or their Affiliates’ bank accounts, (e) any and all claims, liabilities and obligations relating to the Excluded Assets, (f) any liability in respect of Seller with respect to any notes, bonds, indebtedness for borrowed money, derivatives, off balance sheet financing arrangements, xxxxxx or swaps or guarantees in respect of any of the foregoing, (ivg) any liability not expressly assumed by the Purchaser pursuant to Section 6.03 arising in respect of Seller arising out of or relating to Transferred Employees, or any threatened Plan or pending litigation or other claimEmployee Benefit Program, (vh) any liabilityliability arising from or related to any breach, whether failure to perform, torts related to the performance of, violations of Law, infringements or indemnities under, guaranties pursuant to and overcharges or underpayments under, any Assumed Contract prior to the Closing Date, (i) any liability arising by operation of law, contract, past custom from or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance related to any compliance or termination pay, vacation and other forms of compensation or noncompliance prior to the Closing Date with any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable Law applicable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners Affiliate of any Seller, the Business or the Assets, and (viij) any liability for costs and expenses arising from or related to any claim, action, suit, inquiry, proceeding, audit or investigation by or before any Governmental Authority, or any other arbitration, mediation or similar proceeding against any Seller, any Affiliate of any Seller, the Business or the Assets pending as of the Seller in connection with this Agreement Closing Date or based upon any transactions contemplated herebyaction, (viii) any negative cash event, circumstance or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be condition arising prior to the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesClosing Date.

Excluded Liabilities. Other than Notwithstanding any provision of this Agreement express or implied to the contrary (and without any implication that Buyer is assuming any Liability of Sellers or the Business or any Liability related to any of the Purchased Assets not expressly excluded), Buyer is not assuming or becoming obligated in any way in respect of, and will not be required to pay, perform, undertake or discharge, any Liabilities that are not specifically included in the Assumed Liabilities, including (a) any debt for borrowed money and all liabilitiesfees, liens accrued and other obligations of Seller unpaid interest, premiums or any affiliates of Seller penalties relating to the foregoing, (b) any Liabilities to the extent relating to, resulting from or arising out of any Environmental Law (including any violation of Environmental Law), Environmental Condition, or any Release of Hazardous Substance on, under, at or migrating to or from any of the Companies’ or any of their predecessors current or former facilities, (c) any Liability arising from facts or circumstances or underlying conditions or events or activities first occurring on or prior to the Closing, or relating to the conduct or operation of the Business or any other conduct of Sellers and their Affiliates and their respective officers, directors, employees, consultants, agents or advisors on or prior to the Purchased Assets arising Closing, (d) any Liability for Excluded Taxes, or (e) all Liabilities relating to any former employee or any Employees other than the Transferring Employees and with respect to the Transferring Employees up to the Closing Date, including without limitation (i) under or relating to any Benefit Plan or any other employee benefit arrangement of any of the Companies, (ii) all salaries, wages, commissions, contractual incentive payments, contractual bonuses, employer insurance contributions, statutory holiday pay, overtime pay and similar obligations (including all related Taxes and social insurance costs), relating to any Employee prior to the Closing Date Date, (collectivelyiii) Liabilities under all applicable Laws or statutory plans and related to any required notice of termination, termination, severance or similar obligation with respect to or arising from the termination of employment with Sellers and its Affiliates of an Employee (including all related Taxes and social insurance costs), (iv) all Liabilities relating to compliance with the requirements of Section 4980B of the Code, Part 6 of Subtitle B of Title I or ERISA, or any similar state or local Law or applicable employment standards legislation, including the provision of continuation coverage, with respect to all Employees who do not become Transferring Employees, and their spouses and dependents, and with respect to Transferring Employees, and their spouses and dependents, for whom a qualifying event occurs prior to or on the Closing Date, (v) long-term disability (whether long-term or short-term) coverage of Employees who do not become Transferring Employees and of Transferring Employees for whom the incident or circumstance giving rise to such coverage occurred prior to or on the Closing Date, (vi) any workers’ compensation, occupational disease or illness, state or other disability or similar workers’ protection claims with respect to any Employee (including any Transferring Employee), to the extent the injury or illness giving rise to such claim originated prior to the Closing Date, or (vii) any Liability relating to any misclassification of individual independent contractors or consultants who perform all or substantially all of his or her services for Sellers or any of its Subsidiaries on behalf of the Business (the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other than Buyer is assuming only the Assumed LiabilitiesLiabilities and is not assuming any other Liability or obligation of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities and obligations shall be retained by, and remain liabilities and obligations of, Seller (all liabilities, liens such Liabilities and other obligations of Seller or any affiliates of Seller relating not being assumed being herein referred to the Business or the Purchased Assets arising prior to the Closing Date (collectively, as the “Excluded Liabilities”), . Buyer shall remain the sole responsibility of not assume and shall not be retainedliable for, fully paidand Sellers shall indemnify defend and hold Buyer harmless against, fully performed any and fully discharged solely by the Sellerall Excluded Liabilities. The Excluded Liabilities shall includemean any and all Liabilities other than the Assumed Liabilities, including, without limitation (i)(a) any payments required to be made, or costs or other expenses required to be incurred by Sellers (or their affiliates) on or prior to the Closing Date with respect to any Contract, including, without limitation: , any debtsAcquired Contract and (b) all liabilities resulting from a breach by either Seller of any Contract, including, without limitation, any Acquired Contract and all duties, liabilities or obligations not specifically listed thereunder, in Schedule 1.2(a) hereofeach case, including (i) any liability arising from or related to the period of time on or prior to the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwiseClosing, (ii) all liabilities (including, without limitation, accounts payable), obligations, litigation, proceedings or claims (including, without limitation, warranty claims, any liability or obligation arising under any applicable Law) of any kind or nature whatsoever, known or unknown, to the extent arising from the Business, the assets or the operation of the Seller for taxes, including taxes of any person other than Business or the SellerAcquired Assets on or prior to the Closing Date, (iii) any liability of Seller with respect and all obligations or liabilities to any indebtedness for borrowed moneyof Sellers’ or any Affiliates of Sellers’ employees, (iv) any liability all accounts payable of Seller the Business arising out of any threatened on or pending litigation or other claimprior to the Closing Date, (v) all other liabilities or obligations of Sellers and their respective Affiliates of any liabilitykind or nature whatsoever, whether arising by known or unknown, including, without limitation, any such liabilities or obligations not related to the Business, the Acquired Assets, or the operation of law, contract, past custom the Business or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance the Acquired Assets or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including arising from the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of SellerExcluded Assets, (vi) any liabilities and all obligations of any Seller to the Stockholders nature or description, including, without limitation, all claims by or on behalf of any employee arising out of or in connection with any relationship by and between Sellers or any affiliates or current or former stockholdersAffiliate of either Seller, members or other equity owners of including through any Sellercollective bargaining agreement, (vii) any liability and all liabilities for costs and expenses taxes, including any taxes arising as a result of each Seller’s operation of its business or ownership of the Seller in connection with this Agreement or any transactions contemplated herebyassets prior to the Closing Date, and (viii) any negative cash or book balances or any intercompany debt all other liabilities of Sellers not explicitly assumed by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesunder other provisions of this Agreement.

Excluded Liabilities. Other than Anything contained in this Agreement to the Assumed Liabilitiescontrary notwithstanding, all liabilitiesPurchaser is not assuming and from and after the Closing, liens and other Seller shall pay, discharge, perform or otherwise satisfy, when due (a) any liabilities or obligations of Seller for or in respect of Taxes (as defined in Section 4.18), including, without limitation, any Taxes arising from or relating to the Operations prior to the Closing, (b) any liabilities or obligations of Seller for legal, accounting or broker’s or other advisors’ fees incurred in connection with the negotiation of this Agreement or the consummation of the transactions contemplated hereby, (c) any liabilities or obligations of Seller to any current or former director, officer, employee (other than Transferred Employees or other employees of Seller to the extent set forth in Section 1.03(e)), shareholder or affiliate of Seller, or any affiliates current or former director, officer or employee of such shareholder or affiliate or any other division or business unit of Seller, (d) any liabilities or obligations arising under or relating to any Plan or Employee Benefit Program, or the termination thereof, (e) any liabilities or obligations relating to the Excluded Assets, (f) any liabilities or obligations of Seller arising under this Agreement or any Additional Agreements, (g) any liabilities or obligations of Seller based upon its acts or omissions occurring after the Closing, (h) any liabilities or obligations of Seller arising under any inter-company arrangements, including, without limitation, any arrangements with Parent (i) any liabilities or obligations of Seller arising under or relating to any Claims against Seller submitted by Seller, Parent or any affiliate thereof to an insurer under any insurance policy of Seller, Parent or any affiliate thereof, including without limitation, the Claims set forth on Schedule 4.29, (j) any liabilities or obligations of Seller arising under or relating to any of the Actions set forth on Schedule 4.08 and (k) any liabilities or obligations of Seller relating to the Business environmental matters, including, without limitation, any liabilities or the Purchased Assets obligations arising prior to the Closing Date from any violation of any Environmental Laws (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other than The parties agree that liabilities and obligations of Sellers not described in Section 2.3 as Assumed Liabilities are not part of the Assumed Liabilities, all liabilities, liens and neither the LLC nor Buyer shall assume or become obligated with respect to any other obligations obligation or liability of Seller Sellers or any affiliates Affiliate of Seller relating to the Business or the Purchased Assets arising prior to the Closing Date Sellers (collectively, the “"Excluded Liabilities”"), including, without limitation, the liabilities and obligations described in this Section, all of which shall remain the sole responsibility of, and be discharged and performed as and when due by, Sellers. In particular, neither the LLC nor Buyer shall have any liability or obligation with respect to any of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, following liabilities or obligations not specifically listed of Sellers as the same may exist at the Closing: (a) Liabilities associated with or arising from the Excluded Assets and the ownership, operation and conduct of any business by Sellers or their successors in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, useinterest in connection therewith or therefrom, and all other taxes liabilities associated with or arising from Sellers' obligations under the Related Agreements and Transmission Arrangements. (b) Subject to Section 5.3 respecting certain expenses incurred in connection with the transactions contemplated hereby and by the Related Agreements, any of Sellers' or their Affiliates' liabilities or obligations with respect to franchise taxes and with respect to foreign, federal, state or local taxes imposed upon or measured, in whole or in part, by the income for any period of Sellers or any member of any combined or consolidated group of companies of which any of Sellers are, or were at any time, a part, or with respect to interest, penalties or additions to any of such taxes, and any income, franchise, tax recapture, transfer tax, sales tax or use tax that may arise upon consummation of the transactions contemplated hereby and be due from or payable by Sellers, it being understood that neither the LLC nor Buyer shall be deemed to be Sellers' transferee with respect to any such tax liability. (c) Liabilities or obligations of Sellers or their Affiliates arising from the breach by Sellers prior to the Closing Date of any term, covenant, or provision of any of the Assumed Contracts. (d) Liabilities of Sellers for Third Party Claims (as defined in Section 12.5(a)) where the injury or damage involved occurred prior to the Closing, provided that Third Party Claims related to Existing Soil Contamination or to Remediation Measures shall be subject to the further provisions of Section 6.4. (e) Liabilities of Sellers incurred in connection with Sellers' obtaining any consent, authorization or approval necessary for them to sell, convey, assign, transfer or Page 13 - CENTRALIA PLANT PURCHASE AND SALE AGREEMENT deliver the Assets to the LLC or to sell, convey, assign, transfer or deliver the LLC Interests to Buyer hereunder. (f) Any liability of Sellers representing indebtedness for money borrowed or the deferred portion of the purchase price for any of the Assets or any LLC Interest (and any refinancing thereof). With respect to any such indebtedness or obligation not so assumed by the LLC or Buyer that constitutes a lien or encumbrance upon any Asset or LLC Interest, Sellers agree that on or prior to the Closing they will either pay or discharge such indebtedness or obligation in full or otherwise cause such lien or encumbrance to be removed from the Asset or the LLC Interest, so that such Asset or LLC Interest is sold, conveyed, assigned, transferred and delivered to the LLC or Buyer, as the case may be, at the Closing free and clear of such lien or encumbrance. (g) Any liabilities of Sellers or any Affiliates of Sellers to employees at the Plant for pre-Closing activities, including but not limited to liabilities for such activities arising (i) under any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwisecollective bargaining agreement, (ii) under any liability of the Seller for taxes, including taxes of any person other than the SellerBenefit Plan, (iii) any liability of Seller with respect to any indebtedness for borrowed moneywages, overtime, bonuses, employment taxes, severance pay, transition payments, vacation pay, or workers' compensation benefits, or (iv) any liability for personal injury, death, discrimination, harassment, civil or human rights violations, wrongful discharge, grievances, or unfair labor practices, (it being understood, however, that nothing herein is intended to affect Buyer's obligations, if any, under the National Labor Relations Act). (h) Liabilities which would be Assumed Liabilities but for other express provisions of Seller this Agreement providing for their retention by Sellers and such other liabilities and obligations, if any, which would otherwise be Assumed Liabilities but which are identified on Schedule 2.4(h). (i) Any and all liabilities arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable related to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liabilitySellers' Environmental Obligations. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.Section 2.5

Excluded Liabilities. Other than Except as expressly provided in Section 2.1.3 or 2.1.8, the Assumed Liabilities, all liabilities, liens and other obligations Purchaser shall not assume at the Closing any of the Liabilities of any Seller or any affiliates of Seller relating to the Business or the Purchased Assets arising prior to the Closing Date Sellers’ Affiliates (collectively, the “Excluded Liabilities”). The Sellers and the Purchaser hereby acknowledge and agree that the Purchaser shall not accept, shall remain assume, agree to pay, perform or otherwise discharge or satisfy or be liable for any Excluded Liabilities. Without limiting the sole responsibility of foregoing (but subject to Sections 2.1.3 and shall be retained2.1.8), fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include: all Liabilities of any Seller or of any Affiliate of any Seller under Contracts that are not Assigned Contracts; all Liabilities for any Tax other than those that the Purchaser is required to bear under Article VI; all Liabilities of any Seller or any Affiliate of any Seller respecting employees, without limitation: collective bargaining agreements, pensions, benefits, product liability, environmental contamination or remediation; all Liabilities of any debtsSeller or any Affiliate of any Seller constituting losses, liabilities costs or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby expenses (including any income taxes arising because fines, penalties, attorney fees and the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes costs of any person other than the Sellerinvestigations) associated with, (iii) any liability of Seller with respect relating to any indebtedness for borrowed money, (iv) any liability of Seller or arising out of any threatened or pending litigation or other action, arbitration, audit, claim, hearing, investigation, litigation, or suit (vwhether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before any liability, whether arising by operation of law, contract, past custom Government Entity or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation arbitrator against the Sellers or any other form of employee benefit plan (including their Affiliates or any of their respective representatives, or the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities Assets; all Liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners Affiliate of any SellerSeller arising from state, (vii) any liability for costs and expenses provincial or bankruptcy law theories of the Seller in connection with this Agreement or any transactions contemplated herebyrecovery, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller including fraudulent transfer; and any affiliate and all Liabilities of any Seller and (ix) or of any environmental liability. All Excluded Liabilities shall be Affiliate of any Seller not specifically included in Section 2.1.3 or specifically assumed by the responsibility of Seller, and Seller and the Stockholder agree Purchaser pursuant to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.Section 2.1.8.2.1.8;

Excluded Liabilities. Other than Except for the Assumed Liabilities, all liabilitiesBuyer shall not assume and shall not be liable for any Liabilities of Sellers or Sole Shareholder whatsoever, liens and other obligations including any of Seller or the following: (a) any affiliates indebtedness for borrowed money; (b) any pension Liabilities; (c) any deferred compensation; (d) any Liability for Taxes, including any Taxes arising as a result of Seller relating to Seller’s operation of the Business or ownership of the Purchased Assets arising prior to the Closing Date (inclusive of any applicable proration in respect of personal property Taxes); (e) any Liability of Sellers to Sole Shareholder or any Affiliate of Sellers or Sole Shareholder; (f) any Liability arising out of or relating (i) to products of Sellers or services provided by Sellers or (ii) to Sellers’ operation of the Business or ownership of the Purchased Assets prior to the Closing Date; (g) any Liability under any Assumed Contract assumed by Buyer that arises after the Closing Date but that arises out of or relates to any breach that occurred prior to the Closing Date; (h) any Liability under any Contract (which is not an Assumed Contract); (i) any Liability related to the presence of or use of Hazardous Substances to the extent arising, occurring or incurred prior to the Closing Date; (j) Subject to Section 1.3.3, any Liability under any Employee Plan or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, health care plans or benefits to the extent any such Liability arises from or relates to events that occurred prior to the Closing Date; (k) any Liability under any employment, severance, retention or termination agreement with any employee; (l) any Liability arising out of or relating to any employee grievance; (m) any Liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Sellers; (n) any Liability to distribute to any of Sellers’ shareholders or other holders of equity interest in Seller or otherwise apply all or any part of the consideration received by Sellers hereunder; (o) any Liability arising out of any Action against Sellers or Sole Shareholder; (p) any Liability arising out of or resulting from compliance or non-compliance by Sellers with any Law or Action by any Governmental Entity to the extent any such Liability arises from or relates to events that occurred prior to the Closing Date; (q) the accounts payable of Sellers set forth on Schedule 1.4(q) hereto (which is current as of the date captioned on such schedule), together with any additions thereto and subject to any reductions therefrom incurred or paid by Sellers in operating the Business in the ordinary course of business after the date thereof through the Closing Date (the “Accounts Payable”) and (r) and all fees and disbursements of Sellers, Sole Shareholder or any of their respective Affiliates in connection with the transactions contemplated by this Agreement, including all fees and disbursements of their respective counsel, financial advisors, accountants and other representatives (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other than Except for the Assumed Liabilities, all liabilitiesneither Buyer nor any of its Affiliates shall assume or otherwise be liable in respect of, liens and or be deemed to have assumed or otherwise be liable in respect of, any debt, claim, obligation, or other obligations liability of Seller any Seller, or any affiliates of Seller relating to the Business or the Purchased Assets arising prior to the Closing Date their respective Affiliates (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retainedregardless or whether such debt, fully paidclaim, fully performed and fully discharged solely by the Sellerobligation, or other liability is matured or unmatured, contingent or fixed, known or unknown. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any long-term debt or notes payable of any Seller and any debt, claim, obligation or liability of any Seller to any of its Affiliates; (ii) any liability for Taxes of any Seller or the Business or related to the Assets for any period prior to the Closing Date, any Tax liability of any Seller for incomeany period after the Closing Date (in each case, transfersubject to the proration provisions set forth in Section 2.5 below) and any Tax liability arising from the sale of the Business and Assets to Buyer contemplated herein or any liquidation and dissolution of any Seller; (iii) any obligation, salescommitment or liability of or claim against any Seller which constitutes or arises from a breach by such Seller of any representation, usewarranty or covenant herein; (iv) any obligation, commitment, liability of any Seller (other than Assumed Liabilities) or claim which may arise from such Seller’s operation of the Business and all Assets prior to Closing; (v) any obligation, commitment or liability of or claim which may arise from events or conditions relating to or affecting the Assets or the Business prior to the Closing Date (other taxes arising in connection with the than Assumed Liabilities) or resulting from any Seller’s consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under by this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheetAssumed Liabilities), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, ; (vi) any liabilities obligation, commitment or liability of or claim against any Seller which may arise from the rendering of investment banking, brokerage fees, professional, legal, accounting, appraisal, engineering or other similar services to such Seller in connection with the transactions herein; (vii) any obligation, commitment or liability of any Seller to the Stockholders or under any affiliates or current or former stockholders, members or other equity owners of such Seller’s Plans; (viii) any and all claims of employees of any Seller, (viiix) obligations or liabilities under any Contract not included in the Assumed Contracts, (x) obligations or liabilities under any Assumed Contract for which a Consent, if required, has not been obtained as of the Closing, (xi) any liability obligations or liabilities arising under the Assumed Contracts or otherwise relating to the time period prior to the Closing Date or arising out of events occurring prior to the Closing Date (including liabilities for costs and expenses of the breach by any Seller in connection with this Agreement or any transactions contemplated herebyprior to Closing), (viiixii) all Accounts Payable, other than the Assumed Accounts Payable, (a) any negative cash and all expenses and liabilities relating to any litigation and similar claims against any Seller arising out of events occurring prior to the Closing Date, including without limitation that certain lawsuit against Vertical Lend, Inc. (as more fully described above); (xiii) any obligations or book balances liabilities of any Seller arising from its arrangements, understandings or any intercompany debt by and betweenagreements with Information Technology Services, or by and among, Seller and any affiliate of Seller Inc. d/b/a Infotech and (ixxiv) any environmental liabilityforfeiture, claim or pending litigation or proceeding relating to the Business, prior to the Closing Date, shall remain and be the obligation and liability the Sellers. All The Sellers agree, jointly and severally, that they shall pay promptly when due any and all Excluded Liabilities shall be not discharged by them at or prior to Closing. Buyer is not the responsibility successor employer of any Seller, ’s employees for any purpose and Seller and the Stockholder agree is not required to indemnify and hold the Buyer harmless against employ any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesof such employees.

Excluded Liabilities. Other Notwithstanding anything to the contrary herein, neither Buyer nor any of its Affiliates shall assume any Liabilities of Seller or any of its Affiliates (whether or not related to the Product Business) other than the Assumed Liabilities, all liabilitiesand the Excluded Liabilities shall remain the sole obligation and responsibility of Seller and its Affiliates. For the purposes of clarity (and notwithstanding Section ‎2.2.1), liens and other obligations neither Buyer nor any Affiliate of Buyer shall assume the following Liabilities of Seller or any affiliates of its Affiliates: (a) Liabilities of Seller or any of its Affiliates (i) for income Taxes; (ii) for or relating to Taxes or other Liabilities arising from the activities of Seller or its Affiliates unrelated to the Product Business or the Purchased Assets, whether arising prior to or after the Closing Date, or (iii) for or relating to Taxes with respect to the Product Business or the Purchased Assets arising prior to the for any Pre-Closing Date Tax Period, provided that, in each case (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) through (iii)), responsibility for Apportioned Obligations shall be determined in accordance with Section 5.13.1; (b) any liability Liabilities of the Seller for incomeor any of its Affiliates relating to accounts payable, transferindebtedness, saleslegal services, useaccounting services, and all financial advisory services, investment banking services or other taxes arising professional services performed in connection with the consummation sale of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, ; (iic) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefitswages, salaries, wages, bonuses, incentive compensation, sick leave, severance payments or termination pay, vacation and other forms Liabilities relating to any employee of compensation Seller or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors Affiliate of Seller, including any employees hired by Buyer, except for wages, salaries and liabilities incurred for employees hired by Buyer commencing after the Closing Date; or (vid) any liabilities of any Seller Liabilities under or relating to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesEnvironmental Laws.

Excluded Liabilities. Other than the Assumed Liabilities, all liabilities, liens Except as and other obligations of Seller or any affiliates of Seller relating to the Business limited extent specifically set forth in Section 2.2(a), Buyer is not assuming any Liabilities of Parent or the Purchased Assets Companies (including Liabilities related to otherwise Assumed Liabilities arising prior to the Closing Date Closing) and all such Liabilities shall be and remain solely the responsibility of Parent and the Companies (collectively, the “Excluded Liabilities”). Parent or the applicable Company shall pay, shall remain perform and discharge, as and when due, all of the sole responsibility Excluded Liabilities. Without limiting the generality of and this Section 2.2(b), all of the following shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitationLiabilities: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability all Indebtedness; (ii) all Transaction Expenses; (iii) all Film Equipment Expenses to the extent not included in the calculation of the Seller for incomeFinal Cash Purchase Price; (iv) all Pre-Closing Taxes; (v) all Environmental Liabilities; (vi) all Liabilities related to or arising out of any Pending Litigation or Excluded Asset; (vii) all Liabilities related to or arising out of the NCM Buyout, transferincluding all NCM Buyout Obligations; and (viii) any payment, salesexpense or fee (including any bonus or other Compensation) that accrues or becomes payable by Parent, useany Company or any of their respective Affiliates to any current or former employee of Parent or any of its Affiliates, and all any Governmental Entity or any other taxes arising Person as a result of, or in connection with with, the execution and delivery of this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesAncillary Document.

Excluded Liabilities. Other than Without limiting the Assumed Liabilitiesgenerality of Section 2.1, all liabilitiesPurchaser is not assuming and, liens and under no circumstances shall it have any liability for: (i) any Plan or any obligation, responsibility, or liability under any Plan including, without limitation, any obligation or liability for notices and/or continued coverage under COBRA with respect to any Person entitled to such coverage under a Plan for any “qualifying event”, as defined under COBRA, occurring prior to, as a result of, or in connection with the Closing; (ii) any salary, bonus, accrued vacation, payroll, severance, workers’ compensation, health care or other obligations of benefits obligation, or other reimbursements owed by either Seller or KVP to any affiliates of its respective employees, sales agents, independent sales representatives or other Persons with respect to periods on or prior to the Closing Date; (iii) except to the extent that such Taxes have been taken into account in determining OWC, any obligation or liability for Taxes of either Seller relating or KVP with respect to the Business or the Purchased Acquired Assets arising for any Pre-Closing Tax Periods; (iv) any obligation or liability of either Seller or of KVP for any Taxes that are unrelated to the Acquired Assets or the Business; (v) any obligation or liability of either Seller with respect to violations of any Environmental Laws; (vi) any liability or obligation of either Seller for any tort claims, including, without limitation, claims for product liability, sexual harassment, or employment or other discrimination; (vii) any warranty claims or product liability claims relating to goods sold (including the Products) or services rendered by either Seller prior to the Closing Date Date; (viii) any liability or obligation of either Seller under the WARN Act or other applicable plant closure law, or liability or obligation arising out of or resulting from the employment or termination of employment by either Seller or KVP of any employees; (ix) any intercompany payables owed by either Seller to any of its respective Affiliates; (x) any notes payable of either Seller in favor of any stockholders, employees or other Affiliates of either Seller or KVP; (xi) all liabilities and obligations of either Seller or KVP under any employment agreement between either Seller or KVP and any Employee; and (xii) all other outstanding Indebtedness or Liabilities of either Seller or KVP, and further including those Liabilities set forth on Schedule 2.2 hereto (collectively, the “Excluded Liabilities”), shall remain the sole responsibility each of and which shall be retained, fully retained and paid, fully performed and fully discharged solely when due by the Seller. Excluded Liabilities shall includeSellers or KVP, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesapplicable.

Excluded Liabilities. Other than Except for the Assumed LiabilitiesLiabilities specifically identified in this Agreement, all liabilities, liens and other obligations Certegy shall not assume or in any way be responsible for any Liabilities of Seller Netzee or any affiliates of Seller its Affiliates relating to or arising out of the operation of the Business or the ownership of the Purchased Assets arising on or prior to the Closing Date (whether or not disclosed on a schedule), and Netzee shall indemnify Certegy from and against all 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, the “"Excluded Liabilities”), shall remain ") of Netzee or its Affiliates relating to or arising out of the sole responsibility operation of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities Business or obligations not specifically listed in Schedule 1.2(a) hereofthe ownership of the Purchased Assets on or prior to the Closing Date, including those that relate to or arise out of: (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Excluded Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, ; (ii) any liability of the Seller for taxes, including taxes Taxes of any person nature, other than the Seller, transfer Taxes as described in Subsection 8.6; (iii) any liability Liabilities or responsibilities relating to the employment or termination of Seller employment by Netzee or its Affiliates of any Person attributable to any action or inaction by Netzee or its Affiliates on or prior to the Closing Date, including with respect to any indebtedness for borrowed moneyBenefit Plan or arrangement of Netzee or its Affiliates, or any severance retention, stay bonus or similar obligations owed by Netzee or its Affiliates to any Person (including the Transferred Employees), subject to Subsection 8.7; (iv) any liability Liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the 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 in connection with this Agreement or the consummation of the transactions contemplated herebyby this Agreement; (v) any 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 negative cash Liabilities for indebtedness of borrowed money, letters of credit, capital leases or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and installment purchases; (ix) any environmental liability. All Excluded Liabilities shall be relating to the responsibility of SellerBusiness, the Purchased Assets or Netzee under any applicable Environmental Law with respect to the time period prior to the Closing Date; and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against (x) any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesother Liabilities not expressly assumed by Certegy in this Agreement.

Excluded Liabilities. Other than Notwithstanding the Assumed Liabilitiesforegoing, all liabilities, liens Buyer shall not assume and other obligations shall not be deemed to have assumed any Liability of Seller or any affiliates of Seller relating Subsidiary whatsoever not specifically deemed to be an Assumed Liability, and the Business or the Purchased Assets arising prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Assumed Liabilities shall not include, without limitation, any of the following: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) financial obligations related to the Purchased Assets that were incurred prior to, or are in existence on, the Closing Date; (ii) Liabilities of Seller or any liability Subsidiary to creditors, vendors, service providers, customers, clients, purchasers, leaseholders, shareholders or stakeholders; (iii) any Liabilities of the Seller or any of its Affiliates for Taxes; (iv) except as provided in Section 3(c), any Liabilities of Seller or its Affiliates for income, transfer, sales, use, use and all other taxes Taxes arising in connection with the consummation of the transactions contemplated hereby by this Agreement or the Plan of Reorganization, as defined in Section 6(d) (including any income taxes Taxes arising because the Seller or any Subsidiary is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, ; (iiv) any liability Liability of Seller or its Affiliates for the Seller for taxes, including taxes unpaid Taxes of any person other than under Section 1.1502-6 of the Sellerregulations issued under the Code (the “Treasury Regulations”) or any similar provision of state, local or non-U.S. Law, as a transferee or successor, by contract or otherwise; (iiivi) any liability Liabilities arising out of or relating to products of Seller with respect or any Subsidiary to the extent manufactured or sold prior to the Closing Date; (vii) Liabilities for violations of Law committed or penalties incurred by Seller or any indebtedness for borrowed money, Subsidiary on or before the Closing Date; (ivviii) any liability of Seller Liabilities relating to or arising out of any threatened employment action or pending litigation practice in connection with the employment or termination of employment of any persons currently or formerly employed or seeking to be employed by Seller or its Affiliates, including Liabilities based upon breach of employment or labor contract, employment discrimination, wrongful termination, wage and hour or health and safety requirements, workers’ compensation, constructive termination, failure to give reasonable notice or pay in lieu of notice, severance or termination pay or the Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment Retraining Notification Act of 1988, as amended (the “WARN Act”), or the National Labor Relations Act, as amended, or any equivalent state, municipal, county, local, foreign or other claimLaw (as defined in Section 4(w)), (v) any liabilityand Liabilities to employees or former employees of Seller or its Affiliates, whether arising by operation of lawincluding, contract, past custom or otherwise, for unemployment compensation benefits, pension benefitsbut not limited to, salaries, wages, bonusespensions, incentive compensation, sick leave, royalties or other benefits or severance pay or retention or termination payagreements; (ix) Liabilities for claims, vacation and other forms litigation, judgments or actions arising out of compensation the ownership or use by Seller or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses Subsidiary of the Seller Purchased Assets; (x) Liabilities incurred in connection with the execution of this Agreement and the other documents or instruments to be executed and delivered by Seller or any Subsidiary pursuant to this Agreement and the consummation of the transactions contemplated herebyhereby or thereby; (xi) Liabilities arising out of or relating to the Excluded Assets, (viii) any negative cash including, but not limited to, Liabilities arising out of or book balances relating to the Physician Stock Purchase Agreements, Ketai Agreements or any intercompany debt by of the Contracts described in Sections 1(b)(i) and between, (ii); (xii) Liabilities under any Employee Plan/Agreement (as defined in Section 4(p)(i)) or by and among, Seller and the rights or Liabilities incident to or incurred in connection with any affiliate Employee Plan/Agreement; (xiii) Liabilities of Seller and or any Subsidiary based on Seller’s or any Subsidiary’s acts or omissions occurring after the Closing; or (ixxiv) Indebtedness for borrowed money incurred, assumed or guaranteed by Seller or any environmental liability. All Excluded Liabilities shall be Subsidiary (collectively, the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any “Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses”).

Excluded Liabilities. Other than Except for the Assumed LiabilitiesLiabilities specifically set forth in Section 2.8 above, all liabilitiesTransferee shall not assume or otherwise become responsible for, liens and other the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Transferor including any Employment Liabilities and liabilities or obligations of Seller or any affiliates of Seller relating related to the Business Acquired Assets or the Purchased Assets arising prior to Business which are outstanding or unpaid as of the Closing Date date hereof (collectively, the “Excluded Liabilities”). Without limiting the foregoing, the term “Excluded Liabilities” shall remain include all liabilities and other obligations of the sole responsibility of Transferor and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereofIndemnifying Stockholders, including any liabilities and other obligations for Taxes, arising from or related to: (i) any liability Transferor’s operations, whenever arising or incurred, or Transferor’s ownership of the Seller for incomeProducts and Acquired Assets through the Closing Date; (ii) Transferor’s termination of any Contracts relating to the Business or otherwise; (iii) any Designated Employee hired by Transferee that accrues or arises as of or prior to the Closing Date or any of Transferor’s other agents, transferconsultants, salesindependent contractors, useemployees or former employees, and all whenever arising, in each case including WARN Act or any similar law or statute, change of control, workers’ compensation, severance, salary, bonuses, COBRA benefits or other taxes arising benefits or payments due under any Employee Plan, whether or not any such employees shall accept employment with Transferee in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, hereby; (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, Employment Liabilities; (v) any liability, whether litigation matter or threat thereof arising by operation of law, contract, past custom on or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation prior to the Closing Date involving Transferor and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officerscustomer, directors and other employees and independent contractors of Sellerlessor, shareholder, officer, employee, consultant, director or affiliate thereof, (vi) any liabilities indemnification obligation of Transferor to any Seller to affiliate or third party (other than indemnification obligations set forth in the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any SellerTransferred Contracts), (vii) any liability for costs real estate lease or equipment lease, including the Lease Agreements, other than the Transferred Contracts, (viii) any guaranty or insurance policy of any type, including any life or health insurance or key man insurance policies, (ix) any sales, use and other transfer taxes, including any taxes arising from the transactions contemplated hereby, (x) any and all fees and expenses of the Seller incurred by Transferor in connection with this Agreement or any and the transactions contemplated hereby, (viiixi) any negative cash Environmental Liabilities or book balances Costs of Transferor, (xii) any Losses suffered or incurred by Transferee as a result of any intercompany debt Liabilities arising out of contract or warranty claims related to the Transferred Contracts relating to actions or events prior to the Closing Date, (xiii) any liabilities related to the failure by Transferor to have contractors sign Forms W-9 or to issue Forms 1099 or related to misclassification of employees as contractors, (xiv) any Tax liabilities incurred by Transferor prior to the Closing, (xv) any obligations under the Transferred Contracts (including, for greater certainty and betweenwithout limitation, the Unassumed Vendor Contracts and the Unassumed Customer Contracts) other than those specifically described in Schedule 1.1(yyyy), and for greater certainty and without limitation, Transferee assumes no liabilities or obligations with respect to any accounts payable under Contracts for services, products or software accruing at or prior to the Closing Date, or by and among, Seller and any affiliate of Seller and (ixxvi) any environmental liability. All Excluded Liabilities shall be liabilities not listed as ongoing, transferred liabilities, or that are otherwise excluded in the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesDisclosure Schedule.

Excluded Liabilities. Other Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Sellers or any of their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities, all liabilities, liens and other obligations of Seller or any affiliates of Seller relating to the Business or the Purchased Assets arising prior to the Closing Date Liabilities (collectively, the “Excluded Liabilities”). Sellers shall, shall remain the sole responsibility of and shall be retainedcause each of their Affiliates to, fully paidpay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, but not be limited to, the following: (a) any Liabilities of Sellers arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation: , fees and expenses of counsel, accountants, consultants, advisers and others; (b) all trade accounts payable of Sellers to third parties (other than trade accounts payable arising under Assumed Contracts for periods beginning on or after the Closing Date); (c) any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including Liability for (i) Taxes of Sellers (or any liability stockholder or Affiliate of Sellers) or relating to the Seller Business, the Purchased Assets or the Assumed Liabilities for income, transfer, sales, use, and all other taxes arising in connection with any Pre-Closing Tax Period; (ii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Sellers pursuant to Section 6.14; or (iii) other Taxes of Sellers (or any stockholder or Affiliate of Sellers) of any kind or description (including any income taxes arising because the Seller is transferring the Purchased AssetsLiability for Taxes of Sellers (or any stockholder or Affiliate of Sellers) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law), whether imposed on Seller as a matter of law, under this Agreement or otherwise, ; (iid) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect Liabilities relating to any indebtedness for borrowed money, (iv) any liability of Seller or arising out of any threatened or pending litigation or other claim, the Excluded Assets; (ve) any liabilityLiabilities in respect of any pending or threatened Action arising out of, whether arising by relating to or otherwise in respect of the ownership or operation of lawthe Business or the Purchased Assets to the extent such Action relates to such ownership or operation on or prior to the Closing Date; (f) any adulteration of product, contractproduct quality, past custom product shortage or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms similar claims in respect of compensation any products sold or any other form of employee benefit plan service performed by either Seller prior to the Closing Date; (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vig) any liabilities Liabilities of any Seller to the Stockholders Sellers arising under or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement any Benefit Plan (including any Multiemployer Plan) providing benefits to any present or former employee of Sellers; (h) any Liabilities of Sellers arising under or relating to any Collective Bargaining Agreement, and any Liabilities of Sellers to any Union or any transactions contemplated herebyemployees belonging to any Union, (viii) any negative cash whether pursuant to the Union Contract or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.otherwise;

Excluded Liabilities. Other Notwithstanding anything to the contrary contained in this Agreement, and regardless of whether such liability is disclosed in this Agreement or on any schedule or exhibit hereto or thereto, the Purchaser shall not assume, agree to pay, perform or discharge or in any way be responsible for any Excluded Liabilities. As used herein, the term "Excluded Liabilities" means any and all debts, liabilities or obligations of the Company, of any kind or nature whatsoever other than the Assumed LiabilitiesLiabilities (whether due or to become due, all liabilitiesfixed or unfixed, liens xxxxxx or inchoate, secured or unsecured, absolute or contingent, direct or indirect, asserted or unasserted, known or unknown, and other regardless of whether such debts, liabilities or obligations of Seller or any affiliates of Seller relating relate to the Business or the Purchased Assets arising prior to Assets). Unless such items are otherwise specifically included in the Closing Date (collectivelyAssumed Liabilities, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability liabilities or obligations whatsoever relating, directly or indirectly, to any Excluded Assets, including without limitation, any trade creditors, payroll or payroll tax liabilities, payments due to any current or former employee of the Seller Company for incomeamounts due under any Benefit Plan, transferbonus plan or incentive arrangement, salesincome tax liabilities, use, and all other taxes arising in connection with the consummation severance liabilities to any current or former employees of the transactions contemplated hereby (including Company, or liabilities with respect to any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter vacation pay or 401(a) contribution of law, under this Agreement or otherwisesuch employees, (ii) any environmental or product liability claims arising out of or relating to the past, present or future operations of the Seller for taxes, including taxes Company or with respect to contamination of any person other than the SellerReal Property that occurred prior to the Closing Date, (iii) any liability of Seller with respect contractual obligations or liabilities relating to any indebtedness for borrowed moneyexisting facilities used in connection with the Business or the Assets, (iv) any liability of Seller arising out of any threatened or pending litigation or other claimthe Company for Taxes, costs and expenses incurred in connection with this Agreement, (v) the liability of the Company under any liability, whether arising by operation "bulk sales" or similar law or statute relating to the transfer of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of SellerAssets hereunder, (vi) any liabilities of liability for Taxes (A) imposed on the Company or Xxxxxx at any Seller time, or (B) attributable to the Stockholders operation of the Business, with respect to any period (or any affiliates a portion thereof) ending on or current or former stockholdersprior to the Effective Date, members or other equity owners of any Seller, and (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viiiitems listed on SECTION 1.2(b) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesOF THE DISCLOSURE SCHEDULE.

Excluded Liabilities. Other than Except for the Assumed Liabilities, all Purchaser shall not be obligated pursuant to this Agreement or otherwise to assume and is not and will not be liable for, any liabilities, liens and other obligations or commitments of Seller or any affiliates subsidiary of Seller relating of any nature whatsoever, including, but not limited to, (i) any liabilities or obligations pursuant to the Business Assigned Contracts and the Leases which relate to any period on or the Purchased Assets arising prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall includeincluding, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (iA) any liability or obligation for any breach of any term of any such Assigned Contract or Lease existing on or prior to the Closing Date, (B) any obligation to pay any landlord or other third party any portion of the Seller consideration hereunder or (C) any obligation to make any payment to any landlord or other third party as consideration for income, transfer, sales, use, and all other taxes arising in connection with consenting to or otherwise permitting the consummation assignment of any Assigned Contract or the transactions contemplated hereby (including assignment or sublease of any income taxes arising because the Seller is transferring the Purchased AssetsLease hereunder), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of liabilities, obligations or commitments not related to the Seller for taxes, including taxes of any person other than Premises or the SellerBusiness, (iii) any liability debt for borrowed money of Seller with respect to or any indebtedness for borrowed moneyportion thereof, (iv) any liability with respect to any Taxes, including, but not limited to, all foreign, federal, state or local taxes (of any nature, including, but not limited to, sales, income and unemployment taxes) of Seller arising out or any person for whom Seller may be liable for the payment of any threatened Taxes, or, any real or pending litigation personal property taxes or other claimassessments, permit or license fees, or utility charges or any similar taxes, assessments, fees or charges on or against the Assets or the Business which relate to any period prior to the Closing Date, (v) any liability, whether arising all liabilities or expenses to be borne by operation of Seller hereunder or under applicable law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities liability or obligation arising out of the employment by Seller, whether before or after the Closing Date, of any Seller to the Stockholders employee thereof and any employment agreements, whether oral or any affiliates in writing, or current bonus arrangements or former stockholders, members or other equity owners severance payments of any Seller, (vii) any liability for costs and expenses of Seller relating to any litigation, arbitration, mediation, or any other suit, agency proceeding, audit or investigation, notice of violation or any such action which may be asserted in the future relating to, resulting from, caused by, or arising out of the ownership, operation or control of the Business or the Assets on or prior to the Closing Date, (viii) any liability or obligation arising out of the retention by Seller, whether before or after the Closing Date, of any agents or independent contractors, (ix) any liability or obligation of Seller in connection with this Agreement owing to any stockholder, subsidiary or affiliate thereof, (x) any liability or obligation relating to or arising out of any breach of any Lease resulting from the consummation of the transactions contemplated hereby, (viiixi) any negative cash liability or book balances obligation of Seller arising under the Worker Adjustment and Retraining Notification Act of 1988, (xiii) any liabilities or obligations under all laws, statutes, rules, regulations, ordinances and other requirements of Governmental Authorities, or judicial or administrative orders, decrees or decisions, relating to pollution or to health, safety or to the protection of the environment or natural resources (“Environmental Laws”) relating to, resulting from, caused by, or arising out of the ownership, operation or control of the Business or the Assets or any intercompany debt by and betweencontamination that is located or existing, or that has existed, at, on or within the Premises, in each case, on or prior to the Closing Date, (xiv) all claims, suits, causes of action, consumer complaints, product liability actions and other litigation arbitration or mediation by anyone relating to any assets of or products sold by Seller or any of its subsidiaries prior to the Closing, (xv) any liabilities arising from the ownership, use or operations by the Seller or any of its subsidiaries of the Assets or the Premises or its operation of the Business, in each case, prior to the Closing Date and among, Seller and (xvi) any affiliate other liabilities of Seller and (ix) or any environmental liability. All Excluded Liabilities shall be of its subsidiaries arising prior to the responsibility of SellerClosing Date, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilitieswhether accrued, debtsabsolute, obligations, claims contingent or damages therefrom, costs and expensesotherwise.

Excluded Liabilities. Other than Notwithstanding anything to the Assumed Liabilities, all liabilities, liens and other obligations of Seller contrary contained in this Agreement or any affiliates of Seller relating the other Transaction Documents, except as specifically provided herein, and regardless of whether such Liability is disclosed in this Agreement or in any of the other Transaction Documents, the Buyer, its assigns and its Affiliates, will not assume, agree to pay, perform or discharge or in any way be responsible for any and all Liabilities of the Business or any Selling Party, including, without limitation, any Liabilities whatsoever relating, directly or indirectly, to any (a) trade creditors, bank debt, payroll or payroll tax Liabilities, payments due to any current or former employee of the Purchased Assets Sellers for amounts due under any bonus plan or incentive arrangement, income tax Liabilities, severance Liabilities to any current or former employee of the Sellers, Liabilities with respect to any vacation pay, sick pay, profit sharing or 401(k) contribution, Liabilities arising prior to out of the Closing Date Workers’ Adjustment and Retraining Notification Act or any similar state or local law (collectively, the “Excluded LiabilitiesWARN Act”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by or any other Liabilities relating to the Seller. Excluded ’s current or former employees (including temporary and leased employees) and independent contractors; (b) any Liabilities shall includewith respect to any Employee Benefit Plan or Taxes; (c) any environmental claims or Liabilities arising out of or relating to the past, present or future acts or omissions of the Sellers, or any environmental claims or Liabilities arising out of or relating to any past, present or future condition or contamination, including, without limitation: , the presence of any debtsHazardous Materials, liabilities on any of the Real Property, which condition or obligations contamination was not specifically listed the direct result of the Buyer’s actions; (d) any contractual Liabilities relating to any existing facilities used in Schedule 1.2(aconnection with the Business, except to the extent expressly assumed by the Buyer in this Agreement; (e) hereofany Liability of any Selling Party for Taxes for any period including any costs, including and expenses incurred in connection with this Agreement; (f) the Liability, if any, of any Selling Party under any “bulk sales” or similar law or statue relating to the transfer of the Assets hereunder; (g) any Liabilities for Taxes with respect to the Assets for any period (or portion thereof) ending on or prior to the Closing Date; (h) any litigation involving any Selling Party; (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes Liabilities of any person other than the Seller, (iii) any liability of Seller with respect to such Seller’s failure to: (A) comply with sales tax laws, or (B) collect sales tax in connection with any indebtedness for borrowed money, of their auctions on or prior to the Closing Date; (ivj) any liability of Seller arising out Liability of any threatened or pending litigation or other claim, Selling Party under the Excluded Real Property Leases; and (vk) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities Liabilities of any Seller related to, or arising out of, or in connection with, such Seller’s ownership, use or operation, of any Assets or the conduct of the Business on or prior to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of Closing Date; all such Liabilities are defined herein as the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any “Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.”

Excluded Liabilities. Other than the Assumed Liabilities, all liabilities, liens and other obligations of Seller or any affiliates of Seller relating Notwithstanding anything to the Business or contrary herein, Buyer expressly will not assume, and Sellers will continue to have responsibility for (i) all obligations and liabilities arising from Sellers' existing customer loans (other than Buyer's servicing obligations pursuant to the Purchased Assets terms of the Portfolio Servicing Agreement and the Subservicing Agreement), (ii) any and all liabilities and obligations arising prior to the Closing Date Closing, (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (iiii) any liability of the Seller for income, transfer, sales, use, and all other taxes liabilities with respect to the operations and assets of Sellers not being acquired by Buyer, (iv) all transfer taxes, costs or fees imposed on Sellers arising out of this Agreement, except as provided in connection Section 7.2, (v) all liabilities and obligations of Sellers under this Agreement or with respect to or arising out of the consummation of the transactions contemplated hereby by this Agreement, (vi) except as described in clause (ii) of the first sentence of Section 1.3, hereof, any liabilities to officers or employees of any of Sellers for any period prior to the Closing, including without limitation, accrued severance pay, and similar matters, or arising out of the consummation of the transactions contemplated hereby, including without limitation, the termination of employment of any income taxes of such officers or employees as contemplated herein prior to any of such persons being hired by Buyer or any subsidiary of Buyer pursuant to Section 10.6 hereof, (vii) all liabilities and obligations of Sellers for fees and expenses incurred in connection with, relating to, or arising because out of the consummation of the transactions contemplated by this Agreement, (viii) all liabilities and obligations of any Seller secured by any Acquired Assets, which shall be satisfied and any related liens or security interests released prior to the Closing, (ix) all liabilities for "Taxes" (as defined in Section 11.15) of the Sellers (regardless of when incurred), including, without limitation, Taxes of the Seller is transferring relating to any period prior or subsequent to the Purchased Assets), whether imposed on Seller Closing or arising as a matter result of the conveyance of the Acquired Assets to Buyer or the assumption by Buyer of the Assumed Liabilities, or of any other person (regardless of when incurred) under Treas. Reg. 1502-6 (or any similar provision of state, local, or foreign law) as a transferee or successor, under this Agreement by contract or otherwise, (iix) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect under or attributable to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to of Sellers or for the benefit of any current employees, officers or former officers, directors and other employees and independent contractors of SellerSellers, (vixi) any liabilities liability or obligation arising from the ownership or operation of any Seller the Acquired Business or the Acquired Assets or the ownership or operation of the Acquired Facilities prior to the Stockholders Closing, including but not limited to any scheduled contingency or any affiliates or current or former stockholders, members or other equity owners of item pertaining to any Seller, (vii) the Acquired Business, the Acquired Assets, or the Acquired Facilities, any liability for costs and expenses of environmental claim or matter, including any such matter identified on any Phase I or Phase II reports on the Seller Acquired Facilities obtained by Buyer in connection with this Agreement or any the transactions contemplated herebyherein, (viii) any negative cash taxes due or book balances claimed to be due, and any litigation relating to or any intercompany debt by and betweenin respect of the Acquired Assets, the Acquired Business, or by and amongthe Acquired Facilities, Seller and any affiliate of Seller and (ixxii) all other liabilities that are not specifically assumed by Buyer under Section 1.3 hereof, including but not limited to any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against liabilities that are reflected on any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.balance sheet

Excluded Liabilities. Other than the Assumed Liabilities, all liabilities, liens All other liabilities and other obligations of Seller and any and all of its Affiliates (as hereinafter defined), whether or any affiliates of Seller relating not related to the Business or the Purchased Assets arising prior Assets, which are not expressly assumed by Purchaser pursuant to the Closing Date Section 2.1 (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and ) shall be retained, fully paidpaid and discharged by Seller in a fashion that is sufficiently timely as to not adversely affect the Purchased Assets, fully performed the relationship of Purchaser with the counterparties to the Contracts, Third-Party Licenses or the ABQ Lease or with the Transferred Employees (as herein defined), and fully none of the Excluded Liabilities shall be assumed or discharged solely by the SellerPurchaser. Excluded Liabilities shall include, without limitation: any debtsbut are not limited to, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (ia) any liability liabilities of Seller (as used in this Section 2.2 only, the term “Seller” shall be deemed to refer to Seller for incomeand each of its Affiliates) relating to Seller’s other businesses and operations other than the Acquired Business, transfer, sales, use, and all other taxes arising (b) any liabilities of Seller to or relating to Seller’s former or current employees or consultants (including employees or consultants terminated by Seller in connection with the consummation sale of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of lawincluding, under this Agreement without limitation, compensation, bonus, severance, vacation, paid time off, workers compensation, employee benefits or otherwise) or any other fee or wage payment of any kind or nature, including but not limited to, any payments under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any disability or unemployment insurance policies, (iic) any liability enforcement, compliance or other liabilities of the Seller for taxesarising under federal, including taxes state or local laws, rules or regulations, including, without limitation, health care regulatory, labor and environmental laws, (d) any liabilities of Seller arising from any person other than the litigation, arbitration or administrative proceeding to which Seller is or may be made a party or any contract, tort or equitable claims against Seller, (iiie) any liability of Seller with respect to any indebtedness for borrowed moneyTaxes (as herein defined), (ivf) any liability account or trade payable of the Seller arising out of any threatened or pending litigation or other claimexcept for obligations listed on Schedule 3.5(a) and then only in the specific amounts listed in Schedule 3.5(a), (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vig) any liabilities or obligations of Seller (i) except as is specifically provided herein on Schedule 3.5(a), under any contract, instrument or agreement arising or accruing for any period prior to the Effective Time, including without limitation performance penalties, or (ii) arising or accruing after the Effective Time under any contract, instrument or agreement other than the ABQ Lease, the MCTM Customer Agreements, the Web Hosting Agreements or (to the extent validly assigned to Purchaser at the Closing) any Third-Party License or Third Party Agreement, (h) any liabilities or obligations of Seller under the Master ASP Agreement (as herein defined) that are not released pursuant to Section 3.5(b), (i) any claims or proceedings against Seller arising under federal or state securities laws, rules or regulations, (j) any claims related to the ownership or alleged infringement on the rights of others of any intellectual property owned or used by Seller that arise or accrue at any time prior to the Stockholders Effective Time, and (k) any and all claims or any affiliates or current or former stockholders, members or other equity owners assertions of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesforegoing.

Excluded Liabilities. Other than Except for the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer is not assuming, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, liens including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and other obligations Acquired Assets through the Closing Date; (ii) Seller's termination of Seller any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or prior to the Closing Date, or any affiliates of Seller relating to Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the Business or transactions contemplated hereby; (iv) the Purchased Assets Products and arising prior to the Closing Date Date; or (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (iv) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement implied or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability explicit warranty obligations of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller Products entered into prior to the Stockholders or any affiliates or current or former stockholdersClosing Date, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All shall be Excluded Liabilities and shall be remain the responsibility of Seller, and Seller and except as otherwise specifically included within the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Assumed Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other than Notwithstanding any provision herein which may be construed to the contrary, except for the Assumed LiabilitiesLiabilities Seller shall remain solely responsible for, all liabilitiesand Buyer shall not assume or be obligated in any way to pay, liens and other obligations perform or otherwise discharge, any liability or obligation of Seller Seller, the Shareholders or any affiliates of Seller relating their Affiliates or any liability or obligation arising in respect of the Tomco Business, whether direct or indirect, known or unknown, absolute or contingent (all such liabilities and obligations are referred to the Business or the Purchased Assets arising prior to the Closing Date (collectively, herein collectively as the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. The Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations specifically include but are not specifically listed in Schedule 1.2(a) hereof, including limited to (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (via) any liabilities of Seller or its Affiliates for Taxes; (b) any trade payables or other obligations (including unpaid legal fees) of Seller or any of its Affiliates; (c) all amounts owed by Seller to any lenders; (d) any of Seller’s liabilities and obligations to employees of Seller or its Affiliates, including any liabilities or obligations for wages or benefits, severance obligations or obligations under the Stockholders WARN Act arising from the termination of any employees by Seller or its Affiliates; (e) any costs or expenses incurred by Seller incident to its sale of the Assets, including the negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein; (f) any liabilities, costs or expenses arising from any Legal Proceedings against Seller or any affiliates of its Affiliates; (g) any liabilities or current obligations of Seller relating to an actual or former stockholdersalleged breach of contract, members tort, infringement, claim or other equity owners violation of any Law by Seller, or strict liability; and (viih) any of Seller’s liabilities or obligations (contingent or otherwise and including liability for costs and expenses response costs, personal injury, property damage or natural resource damage) arising under any Environmental Laws, including those relating to the handling, treatment, storage, disposal, Release or threatened Release of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensessubstance.

Excluded Liabilities. Other than Subject to Sections 1.4(b), neither the Assumed LiabilitiesPurchasers nor any Designated Adobe Affiliate shall assume or have any responsibility for paying, all liabilitiesdischarging or otherwise performing, liens and other obligations any Liability of Seller any of the Seller-Related Parties (whether or not related to the Business). Without limiting the generality of the foregoing, neither the Purchasers nor any affiliates Designated Adobe Affiliate shall assume or have any responsibility for paying, discharging or otherwise performing any: (i) Tax Liability; (ii) Liability for accrued wages, salaries, workers’ compensation, medical or disability benefits, vacation, sick or comprehensive leave benefits of Seller or relating to the Business employment or the Purchased Assets arising prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility termination of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, Service Providers; (iii) Liability under any liability of Contract with (or other Liability to) any Seller with respect to any indebtedness for borrowed money, Service Provider; (iv) retirement, pension or profit sharing Liability, Liability under any liability Seller Service Plan, severance Liability, payment in lieu of Seller notice Liability or Liability arising out of any threatened Legal Requirement owing to any Seller Service Provider in connection with such Seller Service Provider’s employment or pending litigation engagement by or Contract with, or the termination of such Seller Service Provider’s employment or engagement by or Contract with, any of the Seller-Related Parties, as the case may be, or any penalties, fines or other claimexpenses resulting from any compliance issue with any compensation or benefits plan, severance obligation or Legal Requirement; (v) indebtedness of any liabilityof the Seller-Related Parties; (vi) Liability arising out of or resulting from the breach of any Contract by any of the Seller-Related Parties or from any violation of any Legal Requirement by any of the Seller-Related Parties; (vii) Liability arising out of or relating to any claim against any of the Seller-Related Parties under any warranty issued by any Seller-Related Party as of the Closing Date on software, whether products or services included in the Transferred Business Assets; (viii) Liability arising under or relating to any Contract that is not an Assumed Business Contract, including any licenses for Open Source Code, leases, customer contracts, teaming agreements, including any Liability arising out of or relating to any claim by any other Person relating to any such Contract; (ix) Liability to any shareholder of, member of or any other Person holding options or other interests in, any of the Seller-Related Parties; (x) Liability arising out of or relating to the consummation of any of the Contemplated Transactions; (xi) Liability arising out of or relating to the events, facts, circumstances and other matters disclosed in Part 2.4(j) of the Disclosure Schedule (including in any letter or other document referred to therein); or (xii) other Liability of any of the Seller-Related Parties. Notwithstanding any provision of TUPE or any other Service Transfer Regulation or Legal Requirement or any Liability that the Purchasers or any of their Affiliates may have to any Governmental Body or other Person thereunder, the Purchasers and their Affiliates shall have no Liability to any of the Sellers or the other Seller-Related Parties (under this Agreement, under any other Transactional Agreement, or otherwise) to assume or have any responsibility for paying, discharging or otherwise performing any Liabilities imposed on any of the Purchasers or their Affiliates by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller Legal Requirements in connection with this Agreement any of the Contemplated Transactions, and none of the Sellers or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and betweenother Seller-Related Parties shall, or by and amongshall have any right to, Seller and bring any affiliate claim or Legal Proceeding for breach of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless Contract or otherwise against any Excluded of the Purchasers or their Affiliates as a result of any failure on the part of any of the Purchasers or their Affiliates to assume, pay, discharge or otherwise perform any of such Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other than Except for the Assumed LiabilitiesLiabilities expressly assumed by Buyers in Section 2.1, all liabilities, liens and other Buyers shall not assume or be responsible for any Liabilities or obligations of Seller or any affiliates of Seller relating its Affiliates, regardless of nature, whether accrued, unaccrued, absolute, contingent, known or unknown, disclosed or undisclosed, whether due or to become due, and whether related to the Business Transferred Assets or the Purchased Assets arising prior to the Closing Date otherwise (collectively, the “Excluded Liabilities”), and the Excluded Liabilities shall remain the sole obligation and responsibility of Seller and shall be retainedits Affiliates, fully paid, fully performed and fully discharged solely by the Seller. Excluded including any Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including arising out of or related to (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Excluded Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) Taxes related to any liability of the Seller Transferred Assets for taxesany taxable period or portion thereof ending on or before the Closing Date, including taxes of any person other than such Taxes payable after the SellerClosing Date, (iii) any liability of and all Proceedings against Seller or any Affiliate thereof and/or with respect to the Transferred Assets, including the Proceedings described on Schedule 4.11 of the Disclosure Memorandum and any indebtedness for borrowed moneyProceedings involving (as a party to such Proceeding or otherwise) Cookie Jar, Inc., Moonscoop Group or any Affiliates thereof, not including any Proceeding arising or attributable solely to events or circumstances or actions or inactions (other than actions of Seller or its Affiliates) with respect to the Transferred Assets occurring following the Closing Date, (iv) any liability Contract between Seller or an Affiliate of Seller arising out and Hasbro, Inc. or any of any threatened or pending litigation or other claimits Affiliates, (v) any liability, whether arising by operation the Contract disputes described on Schedule 4.9(c) of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of SellerDisclosure Memorandum, (vi) unpaid marketing, promotional and/or advertising commitments or obligations, including any liabilities of any promotional stickering, under that certain Master License Agreement by and between Seller to the Stockholders or any affiliates or current or former stockholdersand DHJV Company, members or other equity owners of any SellerLLC dated April 28, 2010, as amended, and (vii) contractual commitments for Programming and any liability for costs and expenses other content production liabilities incorporated in the Transferred Assets, including commitments to dub Programming into a language other than English, as the same may exist as of the Seller in connection with this Agreement or any transactions contemplated herebyClosing Date and Liabilities related to dubbing Programming into Brazilian Portuguese, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of SellerArgentinian Spanish, and Seller and the Stockholder agree Latin American Spanish up to indemnify and hold the Buyer harmless a maximum aggregate amount of $125,000; provided, however, clause (vii) shall not include commitments that may be set-off by any counterparty to a Transferred Contract against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesroyalty payments due thereunder.

Excluded Liabilities. Other than Notwithstanding anything to the Assumed Liabilities, all liabilities, liens and other obligations of Seller contrary contained in this Agreement or any affiliates of Seller relating the other Transaction Documents, except as specifically provided herein, and regardless of whether such Liability is disclosed in this Agreement or in any of the other Transaction Documents, the Buyer, its assigns and its Affiliates, will not assume, agree to pay, perform or discharge or in any way be responsible for any and all Liabilities of the Business or any Selling Party, including, without limitation, any Liabilities whatsoever relating, directly or indirectly, to any (a) trade creditors, bank debt, payroll or payroll tax Liabilities, payments due to any current or former employee of the Purchased Assets Seller for amounts due under any bonus plan or incentive arrangement, income tax Liabilities, severance Liabilities to any current or former employee of the Seller, Liabilities with respect to any vacation pay, sick pay, profit sharing or 401(k) contribution, Liabilities arising prior to out of the Closing Date Workers’ Adjustment and Retraining Notification Act or any similar state or local law (collectively, the “Excluded LiabilitiesWARN Act”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by or any other Liabilities relating to the Seller. Excluded ’s current or former employees (including temporary and leased employees) and independent contractors; (b) any Liabilities shall includewith respect to any Employee Benefit Plan or Taxes; (c) any environmental claims or Liabilities arising out of or relating to the past, present or future acts or omissions of the Seller, or any environmental claims or Liabilities arising out of or relating to any past, present or future condition or contamination, including, without limitation: , the presence of any debtsHazardous Materials, liabilities on any of the Real Property, which condition or obligations contamination was not specifically listed the direct result of the Buyer’s actions; (d) any contractual Liabilities relating to any existing facilities used in Schedule 1.2(aconnection with the Business, except to the extent expressly assumed by the Buyer in this Agreement; (e) hereofany Liability of any Selling Party for Taxes for any period including any costs, including and expenses incurred in connection with this Agreement; (f) the Liability, if any, of any Selling Party under any “bulk sales” or similar law or statue relating to the transfer of the Assets hereunder; (g) any Liabilities for Taxes with respect to the Assets for any period (or portion thereof) ending on or prior to the Closing Date; (h) any litigation involving any Selling Party; (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability Liabilities of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet)failure to (A) comply with sales tax laws, agreement or (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (viB) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller collect sales tax in connection with this Agreement any of their auctions on or any transactions contemplated hereby, prior to the Closing Date; (viiij) any negative cash or book balances or Liability of any intercompany debt by Selling Party under the Excluded Real Property Leases; and between(k) any Liabilities of Seller related to, or by and amongarising out of, Seller and or in connection with, Seller’s ownership, use or operation, of any affiliate Assets or the conduct of Seller and (ix) any environmental liability. All Excluded the Business on or prior to the Closing Date; all such Liabilities shall be are defined herein as the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any “Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.”

Excluded Liabilities. Other than Except to the extent expressly included in the Assumed Liabilities, all liabilitiesand to the maximum extent permitted by law, liens Buyer shall not assume, and shall have no liability or obligation for any other liabilities of Seller or the Bankruptcy Estate, as a successor in interest or otherwise, including, without limitation, any liability arising out of, or related to, any (i) employee or consultant of Seller or the Bankruptcy Estate, including any liability with respect to any key employee retention plans, any liability with respect to or arising from any “employee benefit plan” (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended), any liability with respect to the Worker Adjustment and Retraining Notification (WARN) Act and any liability with respect to COBRA coverage for employees or consultants of Seller or the Bankruptcy Estate terminated prior to or as part of the consummation of the transactions set forth in this Agreement; (ii) any severance payable to any employee or consultant of Seller or the Bankruptcy Estate; (iii) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (iv) liabilities under any warranty, guaranty or similar obligation of Seller or the Bankruptcy Estate arising from or relating to any acts or transactions prior to the Closing Date; (v) any amounts due or which may become due or owing under the Assigned Executory Contracts with respect to the period prior to Closing Date (including, without limitation, any cure payments or obligations); (vi) any liabilities or obligations with respect to any litigation or threatened litigation, claim, obligation, damages, costs and expenses relating to or arising out of or relating to any actions or omissions of Seller or the Bankruptcy Estate or any use of any of the Purchased Assets prior to the Closing Date, whether arising under contract, tort, civil or criminal law or otherwise; (vii) liabilities for environmental claims, whether arising under contract or statute, including without limitation any and all laws relating to pollution or the environment, including the Comprehensive Environmental Recovery, Compensation, and Liability Act, as amended, 42 U.S.C. § 9601, et seq. (“CERCLA”); the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 9601, et seq. (“RCRA”), the Clean Air Act, 42 U.S.C. § 7401, the Occupational Safety and Health Act, 29 U.S.C. § 600, et seq. (“OSHA”), and all other laws and regulations relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, chemicals, pesticides, or industrial, infectious, toxic or hazardous substances or wastes into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or otherwise relating to the processing, generation, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, chemicals, or industrial, infectious, toxic, or hazardous substances or wastes (collectively, “Environmental Laws”); (vii) all obligations of Seller or any affiliates of Seller the Bankruptcy Estate relating to the Business taxes assessed or the Purchased Assets arising due prior to the Closing Date Date; (viii) all liabilities in respect of all indebtedness of Seller or the Bankruptcy Estate; (ix) any accounts payable of Seller or the Bankruptcy Estate; or (x) liabilities arising under any and all Excluded Assets ((i)-(x), collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other than The Buyer shall assume only the Assumed Liabilities and all other liabilities and obligations of the Seller (the "Excluded Liabilities") shall be retained by Seller. Without limiting the foregoing, all liabilities, liens Seller acknowledges that the following liabilities and other obligations (the "Excluded Liabilities") shall not be assumed by Buyer and shall be paid by Seller: (i) transactions of Seller occurring after the Closing or obligations of Seller incurred or any affiliates of Seller relating to arising after the Business or the Purchased Assets arising prior to the Closing Date Closing, (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, ii) liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising out of or in connection with the Retained Businesses or the Excluded Assets, (iii) any obligations of Seller for expenses, taxes or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets)hereby, whether imposed on Seller as a matter of lawincluding, under this Agreement without limitation, all attorneys' fees and all brokers or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the finders fees or commissions payable by Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability obligation of Seller under or arising out of any threatened or pending litigation or other claimthis Agreement, (v) any liability, whether arising liabilities against which Seller is insured or otherwise indemnified or which would have been covered by operation insurance (or indemnification) but for a claim by the insurer (or the indemnitor) that the insured (or the indemnitees) had breached its obligations under the policy of law, contract, past custom insurance (or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance the contract of indemnity) or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including had committed fraud in the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Sellerinsurance application, (vi) any liabilities liability or obligation of any Seller to the Stockholders any past or any affiliates present subsidiary or current or former stockholders, members or other equity owners of any Selleraffiliate, (vii) any liability for costs and expenses liabilities or obligations, the existence of which constitute a breach of the representations, warranties or covenants of Seller contained in connection with this Agreement or any transactions contemplated herebyAgreement, (viii) any negative cash liability or book balances obligation arising out of or related to Seller's or the Business's failure to comply with all applicable laws, regulations, orders, judgments, decrees (or the failure so to comply of any intercompany debt by and betweenaffiliate of Seller) with respect to the Business, or by the policies of any third party payor on or prior to the Closing Date, including, but not limited to, any such violation or failure (or alleged violation or failure) under ss.ss.1320a-7, 1320a-7a, 1320a-7b or 139nn of Title 42 of the United States Code or the regulations promulgated thereunder, or similar state or local statutes or regulations, applicable statutes, regulations or ethical codes governing professional conduct, (ix) liabilities and amongobligations (whether fixed or contingent) with respect to employment, termination of employment, compensation or employee benefits of any nature (including, but not limited to the benefits to be provided under the Benefit Plans, as defined in Section 5.12) owed to any employee or former employee of Seller (or the beneficiary of any employee or former employee) that arises out of or relates to the employment relationship between Seller and any affiliate such employee or former employee or the termination of such relationship, (x) any obligations or liabilities of Seller and to indemnify its officers, directors, employees or agents, (ixxi) any environmental liability. All Excluded Liabilities shall be , direct, indirect or contingent, for federal, state or local taxes, or interest or penalties thereon, imposed on Seller by reason of, or in connection with, the responsibility of transactions contemplated by this Agreement, (xii) all federal, state, local, foreign and other governmental taxes imposed on Seller, and including any tax of any other corporation which tax is assessed against Seller and by virtue of its status, prior to the Stockholder agree Closing Date, as a member of any consolidated group of which such other corporation was also a member, (xiii) any liability or obligation under or related to indemnify and hold the Buyer harmless against litigation described in Schedule 5.8, as well as any Excluded judgment, decision, appeal, remedy or settlement relating thereto or (xiv) any Environmental Liabilities, debts, obligations, claims or damages therefrom, costs and expensesas defined below.

Excluded Liabilities. Other than Except with respect to the Assumed LiabilitiesLiabilities specified in Section 2.3 hereof, all and regardless of whether any of the following may be disclosed to Purchaser pursuant to Section 2.1 hereof or otherwise, or whether Purchaser may have knowledge of the same, Purchaser shall not assume, and shall have no liability or responsibility for, any debts, liabilities, liens and other obligations obligations, claims, expenses, Taxes, contracts, accounts payable or commitments of any Seller of any kind, character or description, whether accrued, absolute, contingent or otherwise, arising out of any affiliates act or omission occurring or state of facts existing prior to, on or after the Closing Date (the "Excluded Liabilities"), including, without limitation, any liability of any Seller relating to or arising from (i) the breach by any Seller of its obligations under the Assigned Contracts, (ii) any infringement by any Seller of the rights of others with respect to the Purchased Business or the Purchased Assets arising prior to the Closing Date Assets, (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (iiii) any liability of the any Seller for Taxes, including specifically, without limitation, any social security taxes or other Taxes 16 relating to such Seller's current or former employees, any employment or withholding Taxes upon employees collected by such Seller, any income, capital gains, sales, conveyance, transfer, sales, use, and all other taxes arising franchise or capital Taxes that may be due in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, hereby; (iv) any liability of Seller arising out accrued and unpaid payroll, severance, bonus, holiday and/or vacation obligations to employees of any threatened or pending litigation or other claim, Seller existing at the Closing Date; and (v) any liabilityliability or obligation of any Seller for current or long-term indebtedness or payables or amounts owing to any of any Seller's officers, whether arising by operation directors, shareholders or any of law, contract, past custom its or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation their affiliates or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesthird party.

Excluded Liabilities. Other than The Buyer will not assume or be responsible for any obligation or liability of the Assumed Liabilities, Seller or the Principals and the Seller and the Principals will continue to be responsible for all obligations and liabilities, liens whether known or unknown, fixed or contingent, liquidated or unliquidated and other obligations of Seller secured or any affiliates of Seller relating unsecured, whether arising prior to, at or subsequent to the Closing, whether or not related to the Business and whether or the Purchased Assets arising prior not disclosed to the Closing Date Buyer (collectively, the “"Excluded Liabilities”"). Without limiting the generality of the foregoing, shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitationinclude any obligations or liabilities of the Seller or the Principals: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) Arising out of or relating to this Agreement or the transactions contemplated hereby; (ii) Constituting indebtedness, including obligations for borrowed money, representing the deferred purchase price of any liability of the Seller for incomeproperty or pursuant to any guaranties; (iii) For federal, transferstate, saleslocal or foreign taxes, use, and all other including any taxes arising in connection with out of or resulting from the consummation of the transactions contemplated hereby by this Agreement; (including iv) To any income taxes arising because the Seller is transferring the Purchased Assets)present or former Principals, whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability managers of the Seller for taxes, including taxes or any of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, its predecessors; (v) Arising out of or relating to any liability, whether arising actual or alleged breach or failure to perform by operation the Seller or the Principals or of law, their respective predecessors under any contract, past custom commitment, arrangement or otherwiseunderstanding; (vi) Relating to any litigation pending or threatened against the Seller or the Principals, including the Litigation (defined herein); (vii) Under any Environmental Laws; (viii) To any current or former employee of the Seller or any of its predecessors, including obligations for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive employee benefits, fringe benefits, vacation or holiday pay, severance pay or worker's compensation, sick leaveor under any federal, severance state, local or termination payforeign law relating to employment; (ix) Which have accrued or were incurred by the Seller or the Principals, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit which arise out of any current event that occurred or former officersstate of facts that existed, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller at or prior to the Stockholders time of the Closing; (x) Relating to any activities or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses businesses of the Seller in connection with this Agreement or any transactions contemplated hereby, the Principals other than the Business; or (viiixi) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree Relating to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesAsset.

Excluded Liabilities. Other Except as expressly stated in this Agreement to the contrary, Buyer shall not assume and shall not be responsible for, and Sellers shall be and remain liable for, the payment, performance or discharge of any liability or obligation of Sellers whatsoever other than the Assumed Liabilities. Sellers covenant and agree that they will fully discharge (or mutually settle, compromise or, as provided in Section 9.1, indemnify the Buyer against) all liabilitiestheir respective liabilities and obligations as to which Sellers' failure to so discharge or settle could result in an Encumbrance against any of the Purchased Assets or a claim against Buyer, liens except the Assumed Liabilities. All such liabilities and other obligations not being assumed by Buyer pursuant to Section 2.3 are herein called the "Excluded Liabilities." Without limitation of the foregoing, the Excluded Liabilities shall include without limitation, the following liabilities or obligations: (i) any liabilities or obligations of Seller any of the Sellers in respect of any Excluded Assets or other assets of the Sellers which are not Purchased Assets; (ii) any affiliates liabilities or obligations in respect of Seller Taxes for which any of the Sellers are liable pursuant to Section 7.7; (iii) any liabilities or obligations of the Sellers with respect to commitments for the purchase or sale of power or fuel, other than under any Sellers' Agreement; (iv) Except for obligations assumed by Buyer under Section 7.9, any liabilities or obligations relating to the Business or Sellers' employment of, termination of employment of, provision of benefits to, and compensation of employees employed at the Purchased Assets, including but not limited to an employee whose employment principally relates to any of the Purchased Assets (a "Purchased Assets Employee"), and any personal injury, discrimination, harassment, wrongful discharge or other wrongful employment practice, unfair labor practice, claims for benefits (including claims arising under ERISA or workers' compensation laws), or similar claims or causes of action, known or unknown, absolute or contingent, asserted or unasserted, of any such person arising out of acts or omissions occurring or otherwise attributable to the period on or before the Closing Date; (v) any liabilities, obligations, or responsibilities under or related to former, current or future Environmental Laws, Environmental Matters or the common law, whether such liability or obligation or responsibility is known or unknown, contingent or accrued, arising as a result of or in connection with (a) any violation or alleged violation of Environmental Laws with respect to the offsite disposal, storage, transportation, discharge, Release or recycling of Hazardous Substances on or prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation ownership, operation or maintenance of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets); (b) compliance with applicable Environmental Laws with respect to the offsite disposal, storage, transportation, discharge, Release or recycling of Hazardous Substances on or prior to the Closing Date in connection with the ownership, operation or maintenance of the Purchased Assets; (c) loss of life, injury to persons or property or damage to natural resources (whether or not such loss, injury or damage was made manifest before or after the Closing Date) caused (or allegedly caused) by the offsite disposal, storage, transportation, discharge, Release or recycling of Hazardous Substances on or prior to the Closing Date in connection with the Purchased Assets, or the ownership, operation or maintenance of the Purchased Assets; and (d) the investigation and/or remediation (whether or not such investigation or remediation commenced on or before the Closing Date) of Hazardous Substances that are disposed, stored, transported, discharged, Released or recycled, or the arrangement for such activities at any off-site location, on or prior to the Closing Date, in connection with the Purchased Assets or the ownership, operation or maintenance of the Purchased Assets; (vi) any liabilities, obligations or responsibilities under or related to former, current or future Environmental Laws, Environmental Matters or the common law, whether imposed on Seller such liability, obligation or responsibility is known or unknown, contingent or accrued, arising as a matter result of law, under this Agreement or otherwise, in connection with (iia) any liability violation or alleged violation of Environmental Laws with respect to the ownership or operation of the Seller for taxesPurchased Assets on or prior to the Closing Date; (b) compliance with applicable Environmental Laws with respect to the ownership or operation of the Purchased Assets on or prior to the Closing Date; (c) loss of life, including taxes injury to persons or property or damage to natural resources (whether or not such loss, injury or damage was made manifest before or after the Closing Date) caused (or allegedly caused) by the presence or Release of any person Hazardous Substances at, on, in, under, adjacent to or migrating from the Purchased Assets on or prior to the Closing Date, including, but not limited to, Hazardous Substances contained in building materials at the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other than environmental media at or adjacent to the SellerPurchased Assets on or prior to the Closing Date and (d) the investigation and/or remediation (whether or not such investigation or remediation commenced on or before the Closing Date) of Hazardous Substances that are present or have been Released at, on, in, under, adjacent to or migrating from the Purchased Assets on or prior to the Closing Date, including, but not limited to, Hazardous Substances contained in building materials at the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at or adjacent to the Purchased Assets on or prior to the Closing Date; (iiivii) any liabilities or obligations of Sellers relating to any benefit plan, or to any "employee pension benefit plan" (as defined in Section 3(2) of ERISA) of Sellers, whether or not terminated, established, maintained or contributed to by any of the Sellers or any of their ERISA Affiliates at any time, or to which any of the Sellers or any of their ERISA Affiliates are or have been obligated to contribute to at any time ("ERISA Affiliate Plan"); including any liability (A) to the Pension Benefit Guaranty Corporation under Title IV of Seller ERISA; (B) relating to a multiemployer plan; (C) with respect to non-compliance with COBRA or HIPAA; (D) with respect to noncompliance with any other applicable provision of the Code, ERISA or any other applicable laws; or (E) with respect to any indebtedness for borrowed moneysuit, proceeding or claim which is brought against the Buyer with respect to any such benefit plan or ERISA Affiliate Plan, against any such benefit plan or ERISA Affiliate Plan, or against any fiduciary or former fiduciary of any such benefit plan or ERISA Affiliate Plan; and (ivviii) BHE's obligations under the HQ Transmission Support Agreements (subject to the terms and conditions of the HQ Transfer Agreement). All such liabilities and obligations not being assumed pursuant to this Section 2.4 are herein called the "Excluded Liabilities." Subject to Section 9.2(f), the parties agree and acknowledge that the Sellers shall be entitled exclusively to control any liability litigation, administrative or regulatory proceeding, investigation or inquiry of Seller any kind or nature arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable related to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims and the Buyer agrees to promptly notify the Sellers of the actual or damages therefrom, costs threatened commencement or occurrence of any of the foregoing and expensesto cooperate fully with the Sellers in connection therewith (provided that Buyer's cooperation need not include the payment of money or any other financial accommodation).

Excluded Liabilities. Other The Contacts Parties acknowledge and agree, on each of their behalf and that of their Affiliates, that pursuant to the terms and provisions of this Agreement, Menicon will not assume any Obligation of the Contacts Parties or any of their Affiliates, other than the Assumed LiabilitiesObligations. In furtherance and not in limitation of the foregoing, all liabilitiesneither Menicon nor any of its Affiliates shall assume, liens and shall not be deemed to have assumed, any debt, Claim, Obligation or other obligations liability of Seller the Contacts Parties or any affiliates of Seller their Affiliates relating to (i) any liabilities of the Contacts Parties or their Affiliates in respect of Taxes incurred in reference to the Acquired Business or the Purchased Assets arising prior to the Closing Date (collectivelyor in conjunction with the Closing, subject to the “Excluded Liabilities”), shall remain the sole responsibility provisions of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(aSection 2(k) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, ; (ii) any brokers’ or finders’ fees, or other liability of the Seller Contacts Parties and any of their Affiliates for taxes, the costs and expenses (including taxes of any person other than legal fees and expenses) incurred by the Seller, Contacts Parties and their Affiliates in connection with this Agreement; (iii) any liability Obligations or liabilities, including medical, severance, pension plan or other benefits and compensation, for any employees of Seller with respect the Contacts Parties or their Affiliates for periods prior to any indebtedness for borrowed moneytheir actual employment by Menicon or an Affiliate thereof, as the case may be (except to the extent that such obligations are set forth in Schedule 5 to this Agreement); (iv) any liability of Seller arising out of Losses relating to any threatened deficiency in or pending litigation or other claim, problem with any product sold by the Contacts Parties and their Affiliates prior to Closing; (v) any liability, whether employee layoff and plant closing cost or liability arising from actions taken by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation the Contacts Parties prior to Closing; and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholdersliability Claims for injuries, members property damage, or other equity owners of any Seller, (vii) any liability for costs Losses involving the Acquired Business and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree which are solely attributable to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesevents occurring prior to Closing.

Excluded Liabilities. Other than Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities, all liabilities, liens Liabilities and is not assuming and shall not assume any other obligations liability or obligation of Seller of whatever nature whether presently in existence or any affiliates of Seller relating arising hereafter. All such other liabilities and obligations to the Business extent that they arose or the Purchased Assets arising existed prior to the Closing Date Date, including (collectivelya) all Indebtedness, (b) any Action against or affecting Seller, the Core Business or any Purchased Asset or Contract which Action arose out of any action or omission or alleged act or omission of Seller prior to the Closing Date, (c) any liability resulting from any tort or any violation of any Law (including violations of warranties, trademark infringement, for “spamming”, privacy violations or consumer complaints) or the breach of any Contract; (d) any liability relating to any compensation, executive compensation, phantom equity or employee benefit plan, policy, practice or agreement including those set forth on Schedule 3.26, (e) any Taxes of Seller and/or its Subsidiaries or Affiliates or for which Seller or any of its Subsidiaries or Affiliates is or may be liable, without regard to when such Tax is due or payable, (f) any liability under the Contracts not assumed under this Agreement, (g) any liability or obligation relating to any Excluded Asset, (h) warranty, service, maintenance or indemnification obligations in existence at Closing, (i) any liability relating to or arising out of any Environmental Claims to the extent same arises out of acts or omissions occurring on or prior to the Closing Date, including the matters disclosed on Schedule 3.30(a), and (j) any Indebtedness, liability or obligation of any kind of Seller to any of its Affiliates or any former employee, agent, consultant or representative of Seller, shall in each and every case be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other than Notwithstanding any other provision of this Agreement, except for the Assumed LiabilitiesLiabilities expressly specified in Section 2.2, all Buyer shall not assume, and shall have no liability for, any debts, liabilities, liens and other obligations obligations, expenses, taxes, contracts or commitments of the Seller or the Acquired Business of any kind, character or description, whether accrued, absolute, contingent or otherwise, arising out of any act or omission occurring or state of facts existing prior to or on the Closing Date including, but not limited to, (i) all liabilities of Seller for federal, state, local or any affiliates foreign taxes arising by reason of Seller relating the sale of the Acquired Business or attributable to the operations of the Acquired Business for any taxable year or the Purchased Assets arising portion thereof ending prior to the Closing Date or arising out of the conduct of the Acquired Business prior to the Closing Date; (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, ii) all liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability arising out of the Seller for income, transfer, sales, use, and all other taxes arising in connection termination of any employees of the Acquired Business prior to or concurrent with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, Closing; (iii) any liability of Seller with respect related to any indebtedness for borrowed moneythe consummation of the transactions contemplated herein or required to be paid by Seller pursuant hereto, (iv) any liability of Seller arising out that becomes a liability of Buyer under any bulk transfer law of any threatened jurisdiction, under any common law doctrine of de facto merger or pending litigation successor liability, or other claim, otherwise by operation of law; (v) any liabilityliability with respect to any salary, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salariesbonus, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current kind owed by Seller to employees of Seller for services rendered on or former officersprior to the Closing Date, directors including any liability arising under the Employment Agreement, dated as of April 3, 2001, by and other employees among the Seller and independent contractors of Seller, Xxxxxxx X. Xxxxx and (vi) any liabilities of any against which Seller is insured or otherwise indemnified by others, to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses extent of the Seller in connection with this Agreement applicable insurance policy or any transactions contemplated herebyindemnity limit (collectively, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any "Excluded Liabilities" and individually, debts, obligations, claims or damages therefrom, costs and expensesan "Excluded Liability"). Seller shall remain fully liable for the Excluded Liabilities.

Excluded Liabilities. Other Notwithstanding anything to the contrary in this Agreement, the Assumed Liabilities shall not include any of the Excluded Liabilities, and the Buyer does not hereby and shall not assume or in any way undertake to perform, pay, satisfy or discharge, and the Company or its Subsidiaries (as applicable) shall fully retain and be responsible for, any Excluded Liabilities. For purposes of this Agreement, the term “Excluded Liabilities” means all liabilities and obligations other than those specifically listed or described in the definition of Assumed Liabilities, all liabilitiesincluding, liens but not limited to (in each case excluding those liabilities and other obligations specifically listed or described in the definition of Seller Assumed Liabilities), (i) any liabilities of the Company or its Subsidiaries which arise out of facts, circumstances, occurrences, conditions, acts or omissions occurring on or prior to Closing, (ii) any Taxes of the Company, its Subsidiaries or any affiliates of Seller relating their respective Affiliates and any Tax related to the Business Transferred Assets, in each case for any Tax periods (or portions thereof) ending on or prior to the Purchased Assets Closing Date, (iii) any liabilities arising from the manufacture, delivery or sale of any Finished Product where such activities were performed prior to the Closing Date (collectivelyincluding liabilities related to rebates, chargebacks, recall, withdrawal, post-sale warnings, wholesaler fees, copay buydowns, product returns, copay discounts or otherwise arising from Product sold prior to the “Excluded Liabilities”Closing Date), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability royalty or milestone obligations of Seller arising out of any threatened the Company or pending litigation its Subsidiaries accruing on or other claimprior to the Closing, (v) any liability, whether arising by operation environmental liabilities of law, contract, past custom the Company or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Sellerits Subsidiaries, (vi) any liabilities of under or related to any Seller to the Stockholders Company Benefit Plan (or any affiliates contract or current or former stockholders, members or other equity owners of any Sellerassets relating thereto), (vii) any liability for costs liabilities with respect to employment, termination of employment, compensation, severance, vacation, sick leave and expenses employee benefits of any nature owed to any current or former officer, manager, director, member, employee or independent contractor (or any of their respective dependents or beneficiaries) of the Seller in connection with this Agreement Company, its Subsidiaries or any transactions contemplated herebyof their respective Affiliates (including, without limitation, any Employee) that relate to such individual’s employment or service (or the termination thereof) with the Company, its Subsidiaries or any of their respective Affiliates or any of their respective predecessors, whether or not such current or former officer, manager, director, member, employee or independent contractor of the Company, its Subsidiaries or any of their respective Affiliates becomes an employee of or other service provider to Buyer or any of its Affiliates, including, without limitation, any obligation to pay or provide any current or former officer, manager, director, member, employee or independent contractor (or any of their respective dependents or beneficiaries) of the Company, its Subsidiaries or any of their respective Affiliates, any severance or change in control payments, transaction bonuses, retiree benefits, salary, wages or commissions (including accrued vacation or paid time off), or statutory entitlements (including under the WARN Act), (viii) any negative cash or book balances or liabilities to the extent relating to any intercompany debt by and betweenExcluded Assets including, or by and amongwithout limitation, Seller and any affiliate of Seller and the Excluded Contracts, (ix) any environmental liability. All Excluded Liabilities liabilities of the Company or its Subsidiaries related to any real property (whether leased or owned), (x) any regulatory fees or other similar fees due and payable to the FDA or any other Governmental Entity prior to the Closing, subject to the provisions of Section 4.24, (xi) any Transfer Taxes payable by the Company or its Subsidiaries in accordance with Section 1.9, (xii) any liabilities arising under the iCeutica Promissory Notes, (xiii) any liabilities arising from, relating to or resulting from the Company Redemption (including any related dissent or appraisal process) and (xiv) any liabilities arising from, relating to or resulting from the China License and Supply Agreement (it being understood that nothing herein shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold preclude any Company Indemnified Party from making a claim against the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesunder Section 6.2(b) for a breach of Section 4.29).

Excluded Liabilities. Other than Except as provided in Section 3.2 and notwithstanding anything else to the Assumed Liabilitiescontrary contained herein, all liabilitiesthe Sellers shall retain, liens and Buyer is not assuming and shall not be liable for any Liabilities of Sellers or other obligations Affiliates of Seller Sellers, including, without limitation, any Liabilities (i) under Contracts which shall not have been assigned to Buyer pursuant to this Agreement (including, but not limited to, any union agreements); (ii) for indebtedness for borrowed money; (iii) by reason of or arising as the result of any default or breach by Sellers of any Contract, for any penalty assessed against Sellers under any Contract or relating to or arising out of any event which with the passage of time or after giving of notice, or both, would constitute or give rise to such a breach, default or penalty, whether or not such Contract is being assigned to and assumed by Buyer pursuant to this Agreement; (iv) the existence of which would conflict with or constitute a breach of any representation, warranty, covenant or agreement of Sellers contained herein; (v) to any shareholder or any affiliates ERISA Affiliate of Seller Sellers, to any present or former employee, officer or director of or consultant to Sellers or their Affiliates (or independent contractor retained by Seller), or to any Employee Benefit Plan sponsored or maintained by Sellers or any ERISA Affiliate, including, without limitation, any bonuses, vacation or sick pay, any termination or severance pay related to Sellers or Sellers' Affiliates' employees, and any post retirement medical benefits or other compensation or benefits; (vi) relating to the Business execution, delivery and consummation of this Agreement and the transactions contemplated hereby, including, without limitation, any and all Taxes incurred as a result of the sale contemplated by this Agreement; (vii) for any Taxes of the Sellers including federal, state or local taxes imposed as a result of being or having been a member of a group filing a combined, consolidated or affiliated return); (viii) relating to or arising out of any environmental matter, including, without limitation, any violation of any environmental law or any other law relating to health and safety of the public or the Purchased Assets employees of Sellers or Sellers' Affiliates; (ix) relating to, or arising out of, services rendered by Sellers or Sellers' Affiliates, or the conduct or operation of the business of Sellers or Sellers' Affiliates, prior to the Closing Date Date; or (x) relating to the Excluded Assets (collectively, the “"Excluded Liabilities”"), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other Notwithstanding anything herein to the contrary, the Parties expressly acknowledge and agree that Buyer shall not assume, be obligated to pay, perform or otherwise discharge or in any other manner be liable or responsible for any Liabilities of Sellers, whether existing on the Closing Date or arising thereafter, other than the Assumed Liabilities (all such Liabilities that Buyer is not assuming being referred to collectively as the “Excluded Liabilities”). For avoidance of doubt, all liabilitiesExcluded Liabilities include but are not limited to (i) any liabilities or obligations under the Employee Benefit Plans, liens whether arising prior to, on or after the Closing Date, (ii) any Liabilities and obligations relating to any current or former directors, officers, managers, employees, consultants or other obligations service providers of any Seller or any affiliates ERISA Affiliate, with respect to their employment or other service and/or termination of employment or other service with any Seller relating or any ERISA Affiliate, or any spouse, dependent or beneficiary thereof, including, without limitation, any liability or obligation under any Employee Benefit Plan or any other employee benefit plans, programs or arrangements with respect to the Business which any Seller or the Purchased Assets ERISA Affiliate has or may have any liability, contingent or otherwise, any Liabilities arising prior to the Closing Date (collectivelyfor vacation pay, the “Excluded Liabilities”)sick pay, shall remain the sole responsibility holiday pay, paid time off, wages, salary, bonuses, retention, severance or other payments or Liabilities of any kind to any current or former directors, officers, managers, employees, consultants or other service providers of any Seller or any ERISA Affiliate or any contributions, remittances, premiums, or other amounts to be made to or payable with respect to any Employee Benefit Plan) and shall be retainedany liability under any employment agreement, fully paidoffer letter, fully performed consulting agreement or similar agreement between any Seller or any ERISA Affiliate and fully discharged solely by the Seller. Excluded Liabilities shall includeany current or former directors, officers, managers, employees, consultants or other service providers of any Seller or ERISA Affiliate, including, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(aamounts set forth on Schedules 3.5(b)(i) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets3.5(b)(iii), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, ; (iii) any liability Liabilities arising out of any “mass layoff” or “plant closing” by the Sellers as those terms are defined in the Worker Adjustment and Retraining Notification Act or any similar state or local legislation; and (iv) all Liabilities (other than Liabilities attributable to Transfer Taxes and Taxes with respect to the Purchased Assets and the Assumed Liabilities for any Post-Closing Tax Period allocable to the Buyer) of any Seller attributable to: (A) Taxes owed by any Seller; (B) Taxes of any Seller with respect to the Purchased Assets, the Assumed Liabilities for any indebtedness for borrowed money, Pre-Closing Tax period allocable to such Seller; and (ivC) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities Taxes of any Seller to the Stockholders payable by reason of any Tax allocation, sharing or similar agreement of any Seller or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller its predecessors in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesinterest.

Excluded Liabilities. Other than the Assumed LiabilitiesBuyer shall not assume, all liabilitiesnor does Buyer agree to pay, liens and other obligations of Seller or any affiliates of Seller relating to the Business or the Purchased Assets arising prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders Shareholder or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, and (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and environmental liability (ix) any environmental liabilitythe “Excluded Liabilities”). All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder Shareholder agree to indemnify and hold the Parent and the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other than Notwithstanding anything to the Assumed Liabilitiescontrary set forth in this Agreement, all liabilities, liens and other Buyer shall not assume or be responsible for any liabilities or obligations of Seller or any affiliates of its Affiliates of any kind, known or unknown, contingent or otherwise, other than the Assumed Liabilities (all of such liabilities or obligations for which Buyer is not assuming any liability are referred to collectively herein as the "Excluded Liabilities"). The parties agree that the Excluded Liabilities shall be (1) any and all liabilities for Taxes of Seller or any of its Affiliates and any and all liabilities for Taxes in respect of, or relating to to, the Business or the Purchased Transferred Assets for any Pre-Closing Period, (2) any and all liabilities arising prior out of or relating to (x) any Employee Benefit Plan not set forth on Schedule 11.5(b), and (y) any Employee Benefit Plan set forth on Schedule 11.5(b) to the extent such liability or obligation is accrued as of the Closing Date Date, but is not reserved for on the Closing Balance Sheet or otherwise matched by a dedicated asset for such purpose held by any such Employee Benefit Plan or reflected on the Closing Balance Sheet, (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of 3) any and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debtsall obligations, liabilities or obligations not specifically listed in Schedule 1.2(a) hereofresponsibilities of Seller or any of its Affiliates arising out of or relating to the breach by Seller or any of its Affiliates of all indebtedness for borrowed money of Seller or any of its Affiliates, including (i4) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement obligations or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller liabilities with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable gross-payments pursuant to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses Section 2 of the Seller in connection with this Agreement or any transactions contemplated herebySeverance Agreement, (viii) any negative cash or book balances or any intercompany debt by dated August 4, 1998, between Menderes Akdag and between, or by and among, Seller and any affiliate of Seller and (ix5) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims liability or damages therefrom, costs and expensesresponsibility set forth on Schedule 2.3 hereto.

Excluded Liabilities. Other than the Assumed Liabilities, All liabilities (which includes all liabilities, liens and other obligations types of debts or obligations) of Seller or any affiliates the Business that are not expressly assumed by Buyer pursuant to, and as specifically set forth in Section 2.1 above, shall remain the sole and exclusive obligation and duty of Seller ("Excluded Liabilities"). "Excluded Liabilities" specifically include, but are not limited to, the following: (i) any indebtedness for borrowed money; (ii) any claims or potential claims by third parties, together with all related losses, expenses, damages, amounts, attorneys' fees and court costs (collectively "Claims"), including, but not limited to, any Claims relating in any way to: (a) products or services sold and delivered or performed by Seller or Seller's agents; (b) actions taken by, or omissions of, Seller or Seller's agents; and (c) actions taken, or omissions of, any of Seller's customers; (iii) any Claims for federal, state, local, or foreign income taxes, or any other taxes, or related interest or penalties of Seller; (iv) any Claims under any employee benefit or welfare plan or regarding any compensation, withholding taxes, or payroll taxes owed to or with respect to any employee or agent of Seller; (v) any Claim of any past or present employee of Seller (including, without limitation, claims for accrued vacation, sick leave, or other benefits); (vi) any Claims regarding compliance with any applicable federal, state, or local law, ordinance, regulation, order, or decree in connection with any activity or omission of Seller at any time; (vii) any legal proceedings against Seller; or (viii) any other Claim or obligation arising out of the Business or the Purchased Assets arising prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or except for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Assumed Liabilities, debts, obligations, claims or damages therefrom, costs and expensesas such term is defined in Section 2.1 above.

Excluded Liabilities. Other than Buyer shall not assume, or otherwise be responsible for, any liabilities or obligations (whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown) (collectively, the Assumed Liabilities"EXCLUDED LIABILITIES") of Sellers, all liabilitiesany other owner or operator of the Schools prior to the Closing Date, liens and other obligations of Seller or any affiliates Affiliate of Seller any of the foregoing, other than those liabilities and obligations which have been specifically assumed by Buyer pursuant to Section 2.03. The "Excluded Liabilities" shall include, without limitation, any liabilities or obligations to the extent that they relate to, are connected with, are based upon or arise out of the following: (i) regulatory liabilities imposed by the U.S. Department of Education (the "DOE") and/or all regulatory and licensing agencies with regulatory authority over the Sellers and/or the Schools for periods prior to the Closing Date, (ii) liabilities relating to employees of Sellers and the Business or the Purchased Assets arising Schools for periods prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall includeincluding, without limitation: any debts, liabilities salary, bonuses, payroll taxes payable, accrued vacation liability or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assetscompensation or benefits), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller liabilities with respect to any indebtedness for borrowed moneyaccounts payable incurred on or before the Closing Date that are set forth on Schedule 2.04, (iv) any liability Tax liabilities of Seller arising out of any threatened Sellers or pending litigation or other claimXxxxx (including, without limitation, sales and income tax liabilities in connection with this Agreement), (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including liabilities with respect to the health benefits payable reflected claims referenced on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of SellerSchedule 5.13 hereto, (vi) liabilities associated with any liabilities lines of any Seller to the Stockholders or any affiliates or current or former stockholders, members credit or other equity owners long-term debt of any SellerSellers (including current portion), (vii) any liability for costs and expenses intercompany payables or debt to any parent or stockholder of any of the Seller in connection with this Agreement Sellers (whether to Xxxxx or any transactions contemplated hereby, Affiliate of Sellers or Xxxxx) and (viii) any negative cash other liability or book balances or any intercompany debt obligation which has not been specifically assumed by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree Buyer pursuant to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesSection 2.03.

Excluded Liabilities. Other than the Assumed Liabilities, all liabilities, liens and other obligations of Seller or any affiliates of Seller relating to the Business or the Purchased Assets arising prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed moneymoney or credit card payables, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of SellerSeller (except to the extent included as an Assumed Liability), (vivii) any liabilities of any Seller to the Stockholders Members or any affiliates or current or former stockholdersmembers, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liabilityliability arising out of or relating to the operation of the Business or Seller’s leasing, ownership or operation of real property. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder Members agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other than Notwithstanding the Assumed Liabilitiesprovisions of Section 2.04 or any other provision in this Agreement to the contrary, all liabilitiesBuyer shall not assume and shall not be responsible to pay, liens and other obligations perform or discharge any Liabilities of Seller or any affiliates of its Affiliates of any kind or nature whatsoever other than the Secured Debt and the Assumed Liabilities (the “Excluded Liabilities”). Seller shall each cause their respective Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but shall not be limited to, the following Liabilities of Seller or any Stockholder or any Affiliate: any Liabilities arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including the fees and expenses of counsel, accountants, consultants, advisers and others; any Liability for (i) Taxes of or relating to the Business for any period or the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (ii) Taxes that arise out of the consummation of the transactions contemplated by this Agreement or that are the responsibility of Seller pursuant to Section 6.14; or (iii) other Taxes of any kind or description (including any Liability for Taxes that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); any Liabilities relating to or arising out of the Excluded Assets; any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date; any product Liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Seller, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Seller; any recall, design defect or similar claims of any products manufactured or sold or any service performed by Seller; any Liabilities to any present or former employees, officers, directors, retirees, independent contractors or consultants of Seller, including any Liabilities associated with any claims for wages or other benefits, commissions, bonuses, expense reimbursement, paid sick leave, accrued vacation or other paid time off, workers’ compensation, severance, retention, termination or other payments, except for Secured Debt; any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing Date (collectively, or otherwise to the “Excluded Liabilities”), shall remain the sole responsibility extent arising out of and shall be retained, fully paid, fully performed and fully discharged solely by the any actions or omissions of Seller. Excluded Liabilities shall include, without limitation: ; any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including trade accounts payable (i) any liability to the extent not accounted for on the Interim Balance Sheet; (ii) which constitute intercompany payables owing to Affiliates of Seller; (iii) which constitute debt, loans or credit facilities to financial institutions; or (iv) which did not arise in the ordinary course of the Business; any Liabilities relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets issued by Sellers’ customers to Seller on or before the Closing Date; (ii) did not arise in the ordinary course of the Business; or (iii) are not validly and effectively assigned to Buyer pursuant to this Agreement; any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent (including with respect to any breach of fiduciary obligations by same), except for incomeindemnification of same pursuant to Section 8.03 as Seller Indemnitees; any Liabilities under any other Contract, transferincluding Intellectual Property Agreements, sales(i) which are not validly and effectively assigned to Buyer pursuant to this Agreement; (ii) which do not conform to the representations and warranties with respect thereto contained in this Agreement; or (iii) to the extent such Liabilities arise out of or relate to a breach by Seller of such Contracts prior to the Closing Date; any Liabilities associated with debt, useloans or credit facilities of Seller and/or the Business owing to financial institutions; and any Liabilities arising out of, and all other taxes arising in respect of or in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the failure by Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement its Affiliates to comply with any Law or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesGovernmental Order.

Excluded Liabilities. Other than Except for the liabilities and obligations with respect to the Assumed Contracts, the Assumed Collective Bargaining Agreements (subject to Pathmark's and Plainbridge's obligation to pay accrued vacation and sick time pursuant to Section 6.1) and the Assigned Leases (the "Assumed Liabilities") and the ERISA Section 4204 Obligation described in Section 4.3 hereof, all liabilities, liens and other Purchasers will not assume any liabilities or obligations arising out of Seller or any affiliates of Seller relating in connection with or otherwise related to the Business Acquired Assets existing on the date of the Closing or arising after the Purchased Closing in connection with or as a result of the ownership of the Acquired Assets arising by Pathmark or Plainbridge prior to the Closing Date (collectivelywhether absolute, accrued, contingent, known or unknown or otherwise, and whether filed or asserted prior to or after the “Closing Date) (the "Excluded Liabilities”"), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall includeincluding, without limitation: , any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed moneyemployee matters, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any products liability, whether arising by operation of lawenvironmental matters, contractlitigation with respect to the Acquired Assets, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form liabilities, including, without limitation, any liability attributable to or incurred by Pathmark or Plainbridge arising from, or relating to, any collective bargaining agreement, bonus, incentive, deferred compensation, insurance, severance, termination, retention, change of control, employment, stock option, stock appreciation, stock purchase, phantom stock or other equity-based, performance, vacation, retiree benefit plan, program, agreement or arrangement (except to the extent paid for by Pathmark or Plainbridge under Section 6.1 hereof) (including, without limitation, any "employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheetplan" as defined in ERISA Section 3(3), agreement sponsored, maintained, contributed to or required to be contributed to by Pathmark or any trade or business which together with Pathmark would be deemed a "single employer" within the meaning of Section 4001 of ERISA (including employment agreementseach, an "ERISA Affiliate"), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors employee of Seller, (vi) any liabilities of any Seller to the Stockholders Pathmark or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesits Affiliates.

Excluded Liabilities. Other than Except for the Assumed Liabilities specifically set forth in Section 2.2 above, Buyer shall not assume or otherwise become responsible for, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including any Benefits Liabilities and liabilities or obligations related to the Acquired Assets or the Business which are outstanding or unpaid as of the date hereof (the "Excluded Liabilities"). Without limiting the foregoing, the term "Excluded Liabilities" shall include all liabilities, liens including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and other obligations Acquired Assets through the Closing Date; (ii) Seller's termination of Seller or any affiliates of Seller Contracts relating to the Business or the Purchased Assets arising otherwise; (iii) any Designated Employee hired by Buyer that accrues or arises as of or prior to the Closing Date (collectively, other than Accrued Vacation Pay and the “Excluded Liabilities”obligations of Parent pursuant to Parent's written offers of employment referenced in Section 5.9), or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including WARN Act, change of control, workers' compensation, severance, salary, bonuses, COBRA benefits or other benefits or payments due under any Employee Plan, whether or not any such employees shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising accept employment with Buyer in connection with the consummation transactions contemplated hereby; (iv) any Benefits Liabilities; (v) any litigation matter or threat thereof arising on or prior to the Closing Date involving Seller and any current or former customer, lessor, shareholder, officer, employee, consultant, director or affiliate thereof, including Rasner v. Vari-L Company, Inc., Civ. No. 00-S-1181, D. Colo., and all xxxxxx, xxxxxxes and causes of action among Seller and Joseph H. Kiser, JC Enterprises, David G. Sherman, Jon C. Clark and Dexxx X. Xxixxx, (xx) any indemnifixxxxxx xxxxxxxxxn xx Xxxxxx xx any xxxxxxxxx xx xxird party (other than indemnification obligations set forth in the Transferred Contracts), (vii) any real estate lease or equipment lease, including the Lease Agreements, other than as contemplated under the Real Property Subleases, (viii) Seller's Retained Environmental Liabilities, (ix) any guaranty or insurance policy of any type, including any life or health insurance or key man insurance policies on Joseph Kiser or any other Person, (x) any sales, use and other transfex xxxxx, xxxluding any taxes arising from the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assetsexcept as otherwise provided in Section 2.8 hereof), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (iixi) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs all fees and expenses of the incurred by Seller in connection with this Agreement or any and the transactions contemplated hereby, (viiixii) any negative cash Tax liabilities incurred by Seller prior to the Closing, (xiii) the Asvan Payment (as defined in Section 5.27 hereof), or book balances (xiv) the shareholder derivative action (Case No. 00-CV-6001) filed, purportedly on behalf of the Seller, in District Court, City and County of Denver against Joseph Kiser, David Xxxxxxx, Xxx Xxxxx, Xxxxx Xxxxxx, Xxxxx Xooher, Daxxx Xxxxxxxx, Xxxxxxx Xxxxxllx, Xxx Xxim xxx xxx Xxxlex, xxx xxxxxl xxxxx xx xxx xerxxxxxxx xxxxxxxxf xxxx xxx Colorado Court of Appeals with respect to same (Case No. 02-CA-1901) or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesrelated proceeding.

Excluded Liabilities. Other than Notwithstanding anything to the Assumed Liabilitiescontrary contained in this Agreement, all liabilities, liens and other obligations of Seller the Schedules hereto or any affiliates of Seller relating to the Business or the Purchased Assets arising prior to the other Closing Date (collectivelyDocument, the “Excluded Liabilities”)Purchaser does not and will not assume or agree to pay, shall remain the sole responsibility of satisfy, discharge or perform, and shall not be retained, fully paid, fully performed and fully discharged solely deemed by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability virtue of the Seller for incomeexecution and delivery of this Agreement or any other Closing Document, transfer, sales, use, and all other taxes arising in connection with or as a result of the consummation of the transactions contemplated hereby (including by this Agreement, the Closing or otherwise to have assumed, or to have agreed to pay, satisfy, discharge or perform any income taxes arising because of the Seller is transferring the Purchased Assets)Excluded Liabilities. The term “Excluded Liabilities,” as used herein, shall mean any and all liabilities, debts, claims, obligations, taxes, expenses or damages, whether imposed known or unknown, contingent or absolute, named or unnamed, disputed or undisputed, legal or equitable, determined or indeterminable, or liquidated or unliquidated (any and all of the foregoing, “Liabilities”) that are not specifically Assumed Liabilities, including without limitation (i) any and all Liabilities relating to employee benefits or compensation arrangements existing as of the end of the day on Seller as a matter of lawthe Closing, including, without limitation, any Liabilities under this Agreement the Seller’s employee benefit agreements, plans or otherwiseother arrangements or any payroll, bonus, severance or wages owed; (ii) any liability and all Liabilities of the Seller for taxes, including taxes of any person Taxes; (iii) other than the SellerPayables and warranty obligations or obligations under service contracts, in each case to the extent and only to the extent specifically assumed by the Purchaser under Section 3.1, any and all Liabilities that are associated with or may arise or have arisen in connection with Products manufactured, distributed or sold by the Seller prior to the Closing; (iiiiv) any liability of Seller warranty obligations with respect to any indebtedness Products manufactured, distributed or sold prior to the Closing but only to the extent that Bridgemedica, LLC or another supplier of the Products does not directly pay for borrowed money, or bear the costs associated with the fulfillment of such warranty obligations or does not reimburse the Purchaser in full for such costs within 60 days of Purchaser’s request for payment (iv) any liability of provided that if Purchaser subsequently is compensated by Bridgemedica for such warranty obligations it shall promptly reimburse Seller arising out of any threatened or pending litigation or other claim, to the extent thereof); (v) any liabilityand all Liabilities arising between the Seller and any distributors of any of the Products; (vi) the lease (the “Lease”) of the premises at 000 Xxxxxxx Xxxxxx, whether arising by operation of lawXxxxx 000, contractXxxxxxxxx, past custom XX 00000 (the “Premises”); (vii) any and all brokers fees, commissions or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment bonuses payable to any third party in connection with the entry into this Agreement or for the benefit consummation of the transactions contemplated hereby; and (viii) any and all Liabilities owing to any current or former officers, directors and other employees and independent contractors employee(s) of Seller, (vi) any liabilities of any the Seller to the Stockholders or any affiliates or current or former stockholders, members member(s) or other equity owners of any Seller, (viimanager(s) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other than Notwithstanding any other provision of this Agreement, except for the Assumed Liabilities, all liabilities, liens and other obligations of Seller or any affiliates of Seller Liabilities relating to the Business Account Agreements which are specifically identified on Schedule 1.1(a) hereto, Buyer shall not assume, or otherwise be responsible for, and liabilities of Seller, whether liquidated or unliquidated, or know or unknown, whether arising out of occurrences prior to at or after the Purchased date hereof (the "Excluded Liabilities"), which Excluded Liabilities shall include: i) any of Seller's contracts, leases, agreements, or claims, liabilities, debts or other obligations known or unknown to Seller at the time of Closing, including but not limited to, any warranty obligation of Seller, as defined in 4.1 (o), with respect to the Assets and the Account Agreements arising prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets)Date, whether imposed or not disclosed to Buyer, except for those Account Agreements identified on Seller as a matter of law, under this Agreement or otherwise, Schedule 1.1(a) hereto; (ii) any liability of the Seller for taxespast, including taxes present and future employment of any and all persons who were, are or may be employed by Seller at any time and arising out of Seller's employment of such person including, without limitation, any liabilities, claims and obligations for employee benefits (including any ERISA right or benefit, or any benefit or obligation under a Collective Bargaining Agreement) unfair labor and discriminatory employment practices, employee salaries, vacation pay, severance pay, sick pay, back pay, health insurance, workers' compensation, employee contracts and other than employee payments and benefits, (iii) any known, or unknown, defective condition in the design, material, workmanship or performance of any equipment and services sold or furnished by or on behalf of Seller or by subcontractors of Seller, (iii) any liability federal, state or local taxes, payroll taxes, payroll withholding obligations, governmental charges, penalties, interest and fines of Seller with respect to any indebtedness for borrowed money(whether due and payable before, on or after the Closing), (iv) any liability acts or omissions of Seller arising out relating to the conduct of any threatened its business or pending litigation or other claimotherwise, (v) any liability, whether arising defaults by operation of law, contract, past custom Seller under or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit breaches of any current or former officersagreement, directors and other employees and independent contractors of Seller, including any Account Agreements; (vi) any liabilities past and present litigation, suits, causes of any Seller to the Stockholders or any affiliates or current or former stockholdersaction, members arbitration, claim, demand or other equity owners proceedings related to or arising out of any the conduct of Seller, 's business; and (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate obligation of Seller and (ix) to any environmental liability. All Excluded Liabilities shall be the responsibility lender of Seller, including E.S. Bankest, pursuant to any Factoring Agreement or other financing terms. In addition, if past due lease monies on the Sacramento and Seller and Pleasanton properties prior to the Stockholder agree to indemnify and hold close of the Buyer harmless against any Excluded Liabilitiespurchase agreement, debts, obligations, claims or damages therefrom, costs and expensesthen those properties will be excluded from assumed liabilities.

Excluded Liabilities. Other than the Assumed Liabilities, all liabilities, liens and other obligations of Seller or any affiliates of Seller relating to the Business or the Purchased Assets arising prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed moneymoney or credit card payables, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vivii) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholdersStockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liabilityliability arising out of or relating to the operation of the Business or Seller’s leasing, ownership or operation of real property. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder Stockholders agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.

Excluded Liabilities. Other than Notwithstanding anything to the Assumed Liabilities, all liabilities, liens and other obligations of Seller contrary contained in this Agreement or any affiliates of Seller relating the other Transaction Documents, except as specifically provided herein, and regardless of whether such Liability is disclosed in this Agreement or in any of the other Transaction Documents, the Buyer, its assigns and its Affiliates, will not assume, agree to pay, perform or discharge or in any way be responsible for any and all Liabilities of the Business or any Selling Party, including, without limitation, any Liabilities whatsoever relating, directly or indirectly, to any (a) trade creditors, bank debt, payroll or payroll tax Liabilities, payments due to any current or former employee of the Purchased Assets Sellers for amounts due under any bonus plan or incentive arrangement, income tax Liabilities, severance Liabilities to any current or former employee of the Sellers, Liabilities with respect to any vacation pay, sick pay, profit sharing or 401(k) contribution, Liabilities arising prior to out of the Closing Date Workers’ Adjustment and Retraining Notification Act or any similar state or local law (collectively, the “Excluded LiabilitiesWARN Act”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by or any other Liabilities relating to the Seller. Excluded ’s current or former employees (including temporary and leased employees) and independent contractors; (b) any Liabilities shall includewith respect to any Employee Benefit Plan or Taxes; (c) any environmental claims or Liabilities arising out of or relating to the past, present or future acts or omissions of the Sellers, or any environmental claims or Liabilities arising out of or relating to any past, present or future condition or contamination, including, without limitation: , the presence of any debtsHazardous Materials, liabilities on any of the Real Property, which condition or obligations contamination was not specifically listed the direct result of the Buyer’s actions; (d) any contractual Liabilities relating to any existing facilities used in Schedule 1.2(aconnection with the Business, except to the extent expressly assumed by the Buyer in this Agreement; (e) hereofany Liability of any Selling Party for Taxes for any period including any costs, including and expenses incurred in connection with this Agreement; (f) the Liability, if any, of any Selling Party under any “bulk sales” or similar law or statue relating to the transfer of the Assets hereunder; (g) any Liabilities for Taxes with respect to the Assets for any period (or portion thereof) ending on or prior to the Closing Date; (h) any litigation involving any Selling Party; (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes Liabilities of any person other than the Seller, (iii) any liability of Seller with respect to such Seller’s failure to (A) comply with sales tax laws, or (B) collect sales tax in connection with any indebtedness for borrowed money, of their auctions on or prior to the Closing Date; (ivj) any liability of Seller arising out Liability of any threatened or pending litigation or other claim, Selling Party under the Excluded Real Property Leases; and (vk) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities Liabilities of any Seller related to, or arising out of, or in connection with, such Seller’s ownership, use or operation, of any Assets or the conduct of the Business on or prior to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of Closing Date; all such Liabilities are defined herein as the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any “Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.”

Excluded Liabilities. Other than Seller agrees to assume all liabilities of Company arising out of the Assumed Liabilities, all liabilities, liens and other obligations conduct of Seller or any affiliates of Seller relating to the Business or the Purchased Assets arising prior to the Closing Date (collectivelythe "Excluded Liabilities"), provided that the aggregate Excluded Liabilities that Seller shall assume and be responsible for (whether under Section 1.3, under Section 6.2, under Section 6.4, under the Assignment and Assumption Agreement, or otherwise) and the aggregate liability of Seller under Section 7.1 shall not exceed, in the aggregate, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the SellerPurchase Price. The Excluded Liabilities shall includeinclude all liabilities of the Company of whatever nature whatsoever arising with regard to the operation of the Business prior to the Closing Date, without limitation: any debtswhether fixed or contingent, liabilities known or obligations unknown, determined or determinable, due or not specifically listed in Schedule 1.2(a) hereofyet due, including without limitation (i) any liability liabilities and obligations growing out of the Seller for incomeor relating to relationships and dealings with competitors, transfercustomers, salessuppliers, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby employees (including but not limited to any income taxes arising because the Seller is transferring the Purchased Assetssexual harassment, any workers compensation, or any Equal Employment Opportunity Commission claims), whether imposed on Seller as a matter or licensees, or any other action or inaction of law, under this Agreement Company or otherwise, its predecessors in interest prior to the Closing Date; (ii) any liability of payroll, employee vacation, sick leave, pro-rated pension or other Employee Plans (as hereinafter defined) or benefits, or other employee expenses accrued to the Seller for taxes, including taxes of any person other than the Seller, Closing Date; (iii) any liability of Seller with respect lease, license, and utility payments pro-rated to any indebtedness for borrowed moneythe Closing Date, and (iv) any liability of Seller for income taxes or sales or use taxes arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller business operations prior to the Stockholders or any affiliates or current or former stockholdersClosing Date. Notwithstanding the foregoing, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities do not include any Included Liabilities (as hereinafter defined). Only the liabilities designated as included liabilities on Schedule 1.3 (the "Included Liabilities") shall be the responsibility of Seller, assumed and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesowed by Buyer.

Excluded Liabilities. Other than Except for the Assumed Liabilities, all liabilitiesPurchaser is not assuming and is not responsible for, liens and is not otherwise bearing the economic burden of, any Encumbrances (other obligations than Permitted Encumbrances) against or Liabilities of Seller or any affiliates of Seller relating to the Business or the Purchased Assets arising prior to the Closing Date (collectivelyall such Encumbrances and Liabilities, the “Excluded Liabilities”), shall remain the sole responsibility of and including (without limitation) any Liability specifically identified in Section 2.6.2. Seller shall be retainedresponsible for, fully paidand agrees to discharge and perform when due, fully performed and fully discharged solely by all of the SellerExcluded Liabilities. The Excluded Liabilities shall include (without limitation), and the Assumed Liabilities shall not include, without limitationthe following: all Liabilities under, relating to or arising out of or in connection with, any debtsIndebtedness of Seller; all Liabilities under, liabilities relating to or obligations arising out of or in connection with, any Specified Excluded Contracts and any other Contracts that are not specifically listed in Schedule 1.2(a) hereof, including Assumed Contracts; all Liabilities for (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwiseTransfer Taxes, (ii) any liability of Taxes that relate to the Seller Purchased Assets or the Assumed Liabilities for taxes, including taxes of any person other than taxable periods (or portions thereof) ending on or before the SellerClosing Date, (iiiiiiii) any liability of Seller payroll and similar Taxes, whether owed by the employee or employer, with respect to any indebtedness for borrowed moneycurrent or past employees of Seller or the Business, or (iii(iv) any other Taxes of Seller. any and all Liabilities or other obligations of Seller to any current or past employee, independent contractor or intern of Seller or the Business arising on or prior to the Closing Date (whether or not first raised prior to, on or after, the Closing Date), including, without limitation, (ivi) with respect to any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salariessalary, wages, bonusesbenefits, incentive compensation, sick leaveexpense reimbursements, severance or termination payother separation payments, vacation any sales or other commissions or other cash or non-cash compensation; and other forms (ii) any obligations required by the terms of compensation or any other form of employee benefit plan or collective bargaining agreement with any labor organization, and/or relating to all Actions, claims, grievances, complaints, charges or causes of action arising before the Closing Date; all Liabilities of Seller under this Agreement and all other Transaction Documents Seller is a party to; and to the extent not covered by the preceding clause (including the health benefits payable reflected on the Seller’s balance sheeta) through (e), agreement (including employment agreements), arrangement all Liabilities arising from or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller related to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesAssets.

Excluded Liabilities. Other Notwithstanding anything to the contrary contained in this Agreement, the Shareholder Purchase Agreement or any agreement, document, certificate or instrument being delivered pursuant to such agreements (collectively, the "Transaction Documents"), and regardless of whether such liability is disclosed in this Agreement or any of the Transaction Documents or on any Schedule or Exhibit hereto or thereto, Buyer will not assume, agree to pay, perform or discharge or in any way be responsible for any Excluded Liabilities. As used herein, the term "Excluded Liabilities" means any and all debts, liabilities or obligations of Sellers or any Employee Benefit Plan, of any kind or nature whatsoever other than the Assumed Liabilities (whether due or to become due, fixed or unfixed, choaxx xx inchoate, secured or unsecured, absolute or contingent, direct or indirect, asserted or unasserted, known or unknown, and regardless of whether such debts, liabilities or obligations relate to Sellers' Business). Unless such items are otherwise specifically included in the Assumed Liabilities, all liabilities, liens and other obligations of Seller or any affiliates of Seller relating to the Business or the Purchased Assets arising prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability liabilities or obligations whatsoever relating, directly or indirectly, to any Excluded Assets, including, without limitation, any trade creditors, bank debt, payroll or payroll tax liabilities, payments due to any current or former employee of the Seller Sellers for incomeamounts due under any bonus plan or incentive arrangement, transferincome tax liabilities, salesseverance liabilities to any current or former employee of Sellers, useor liabilities with respect to any vacation pay, and all other taxes arising in connection with the consummation profit sharing or 401(k) contribution of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwisesuch employees, (ii) any environmental or product liability claims arising out of or relating to the Seller for taxespast, including taxes present or future conduct of any person other than the SellerSellers, (iii) any liability of Seller with respect contractual obligations or liabilities relating to any indebtedness for borrowed moneyexisting facilities used in connection with the Business, (iv) any liability of Seller arising out of any threatened the Sellers or pending litigation or other claimShareholders for taxes, (v) any liabilitycosts, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller incurred in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ixv) the liability of Sellers or Shareholders under any environmental liability. All Excluded Liabilities shall be "bulk sales" or similar law or statute relating to the responsibility transfer of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesAssets hereunder.

Excluded Liabilities. Other than the Assumed LiabilitiesLiabilities specifically set forth in Section 2(d) above, all liabilities, liens and other obligations Purchaser is not assuming any Liabilities of Seller or any affiliates the Business, and Seller shall retain and be responsible for all such Liabilities of Seller relating to and the Business or the Purchased Assets arising prior to the Closing Date (collectively, the “Excluded Liabilities”), including any of the following: (i) all Liabilities of Seller with respect to the activities of Seller that are not related to the Acquired Assets or the Business incurred or arising at any time; (ii) any Liabilities for tax, legal or other professional advisors advising Seller, and costs and expenses incurred in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby; and (iii) any Liabilities arising from or related to: (A) Seller’s and/or Veracity Network’s operation of the Business through the Closing Date, or Seller’s and/or Veracity Network’s ownership of the Acquired Assets prior to and through the Closing Date, other than Assumed Liabilities; (B) any Excluded Asset; (C) any Employee Liabilities; (D) any of Seller’s agents, consultants, independent contractors or other Employees, whenever arising, in each case including workers’ compensation, severance, salary, bonuses or under any Employee Plan; (E) claims for death, personal injury, property damage or consequential, punitive, or other damages relating to or arising out of any business conducted by Seller; (F) the violation or alleged violation by Seller of any Applicable Law, including but not limited to laws relating to civil rights, health, safety, labor, discrimination, and protection of the environment; (G) claims by creditors against Seller for anything other than Assumed Liabilities; (H) claims for customer prepayments or customer deposits (x) not transferred to Purchaser or (y) if transferred to Purchaser, relating to any period prior to the Closing; (I) claims against Seller relating to the disposal or arrangement for disposal by Seller of any Hazardous Materials at any site, location or facility (whether or not owned or leased by Seller); (J) any obligation of Seller to indemnify any Person; (K) Taxes of Veracity Network, or that relate to Seller’s and/or Veracity Network’s operation of the Business, or ownership of the Acquired Assets, for any taxable period (or portion thereof) ending on or before the Closing Date; and (L) any Federal Communications Commission (“FCC”) regulatory fees or contributions to programs administered by or at the direction of the FCC, the Universal Service Administrative Company, or other FCC designee, including contributions to the Universal Service Fund, FCC regulatory fees, the TRS Fund, North American Numbering Plan Administration and Local Number Portability, relating to Seller’s and/or Veracity Network’s operation of the Business, and ownership of the Acquired Assets, through the Closing Date. Excluded Liabilities shall remain the sole responsibility of and shall be retainedSeller or others, fully paid, fully performed and fully discharged solely by as the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, usecase may be, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement Purchaser shall not assume or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect be obligated to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation perform, discharge or in any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or way be responsible for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expensesLiability.