Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Purchaser shall not assume and shall not be responsible to pay, perform or discharge any of the following Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): (i) Liabilities relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; (ii) any liability arising out of any Action pending as of the 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); (iv) liabilities for Taxes of 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; (v) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.

Excluded Liabilities. Purchaser Buyer shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge any liability or obligation of Seller, direct or indirect, known or unknown, absolute or contingent, other than the following Liabilities or Assumed Liabilities, which are to be expressly assumed by Buyer pursuant to the Instrument of Assignment and Assumption (all such liabilities and obligations of Seller (collectivelynot being assumed herein, the “Excluded Liabilities”): ) and, notwithstanding anything to the contrary in Section 2.3, none of the following shall be Assumed Liabilities for purposes of this Agreement: (ia) Liabilities all liabilities in respect of Taxes for which Seller is liable pursuant to Section 8.3; (b) any payables and other liabilities or obligations of Seller with respect to the Business to any other business unit of Seller or any of Seller’s Affiliates (except to the extent individually identified and reflected as a current liability in the calculation of Valuation Date Working Capital); (c) any costs and expenses incurred by Seller incident to its negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein; (d) any liabilities or obligations in respect of any Excluded Assets; (e) any liabilities in respect of lawsuits, claims, suits, proceedings or investigations, regardless of when made or asserted, relating to to, resulting from or arising out of the ownership or leasing operation of the Purchased Property Business during the period prior to the Closing Date; (ii) including any liability arising out of the foregoing relating to the failure or the alleged failure by Seller to comply with applicable Requirements of Laws or perform its obligations or otherwise comply with the terms of any Action pending as of the Closing Date; Seller Agreement); (iiif) Liabilities for Taxes relating to all liabilities and obligations resulting from or arising out of the Focus Factor operation of the Business accruing on or prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of the Seller, whether or not relating to or arising out of the Focus Factor business and whether or not incurred prior except to the Closing date, including, without limitation, any Taxes payable by the Seller resulting from payments made pursuant to this Agreement; extent individually identified and reflected as a dollar amount in Valuation Date Working Capital or constituting an Assumed Liability under Section 2.3(b)); (v) any deferred Taxes of any nature; (vi) one-half of the Transfer Taxes, if applicable; (viig) any liability of Seller having to do with a business other than the Focus Factor Business; (viii) any liability under or with respect to any Employee current or former compensation or employee of Sellerbenefit plan, policy, program, arrangement or agreement, including Seller Plans other than the Assumed Benefit Plans, or any consultant retained by Seller; (ix) any liability to any Governmental entity otherwise 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and employment or pay practices of Seller or any of its Affiliates; (xih) any liability liabilities or obligations relating to, in respect of, or that may become owed to, current or former employees of the Business, including accrued compensation and worker’s compensation claims, relating to the period prior to the Closing, other than such liabilities or obligations relating to the Assumed Benefit Plans; (i) any liabilities or obligations relating to any current or former employees of the Seller or any of Seller’s Affiliates who do not become Transferred Employees in accordance with Section 8.4; or (j) any and all Indebtedness of Seller based on or any Affiliate of Seller’s actions or omissions occurring after the Closing Date.

Excluded Liabilities. Purchaser Notwithstanding anything in this Agreement to the contrary, Buyer (nor any of its Affiliates) shall not assume and does not assume, and shall be deemed not to have assumed and shall not be responsible obligated to pay, perform perform, discharge or discharge in any other manner be liable or responsible for any Liabilities of Sellers that are not Assumed Liabilities, whether existing on the Closing Date or arising thereafter, including Liabilities relating to or arising out of any of the following Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): ): (a) all costs and expenses incurred or to be incurred by Sellers in connection with this Agreement and the consummation of the Transactions; (b) all Liabilities (i) related to any current or former employee (including the Employees), candidate for employment, officer, director, consultant, or contractor of any Seller or of any Subsidiary or Affiliate of any Seller or (ii) arising under, in connection with or in any way relating to any Benefit Plan and any other compensation or benefit plans, programs, arrangements, or agreements of any kind (including all assets, trusts, insurance policies and administration service contracts related thereto) at any time maintained, sponsored, contributed to or required to be contributed to by any of Sellers, any of their Subsidiaries or Affiliates, or any ERISA Affiliate or under or with respect to which any Seller or any Subsidiary or Affiliate of any Seller has or has had any Liability, including on account of an ERISA Affiliate or on account of Buyer or any of its Affiliates being deemed successor of the Business; (c) except as provided under Section 2.2(d), all Liabilities arising out of, relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; (ii) any liability arising out of any Action pending as of the 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); (iv) liabilities for Taxes of 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; (v) 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 Employee or former employee and all Employees, and contractors of Seller, Sellers or any consultant retained of their Subsidiaries or Affiliates arising at any time before Closing; (d) all Liabilities for any and all Taxes of Sellers (including any Liability of Sellers for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Seller; Contract or otherwise) except for Taxes for which Buyer is liable pursuant to Section 2.2; (ixe) any liability all Liabilities to any Governmental entity arising out of broker, finder or resulting from Selleragent or similar intermediary for any broker’s compliance fee, finders’ fee or noncompliance with any law, regulation, order, injunction, judgment, decree, ruling, assessment similar fee or award (an “Order”) of any Government entity (i.e., the liability is imposed by the Government entity); (x) any liability of Seller under this Agreement or any other document executed in connection with commission relating to the transactions contemplated by this AgreementAgreement for which any Seller or its Subsidiaries or Affiliates are responsible; and (f) all Liabilities related to the Acquired Assets or the Business arising from or related to any Environmental, Health, and (xi) Safety Laws or the presence of or release of, or exposure to, any liability Hazardous Substance at, on, under, or migrating to any of Seller based the Acquired Assets, to the extent arising or attributable to any period on Seller’s actions or omissions occurring after prior to the Closing DateClosing; provided that in the event of any conflict between Section 2.2 and this Section 2.3, Section 2.3 will control.

Excluded Liabilities. Purchaser shall Except as expressly assumed pursuant to Section 1.3, the Buyer is not assume assuming and shall not be responsible to pay, perform have any liability or discharge obligation whatsoever for any Liabilities of the Company or any of the following Liabilities its predecessors or obligations of Seller (collectivelyAffiliates whatsoever, the “Excluded Liabilities”): (i) Liabilities relating to whether or not arising out of the ownership or leasing operation of the Purchased Property prior Business or the Acquired Assets, all of which will be retained and satisfied when due by the Company (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume or be deemed to assume any of the following Liabilities, all of which shall constitute Excluded Liabilities: (a) any Liabilities arising under or relating to any written or oral Contract to which the Company or its assets or properties are otherwise subject or bound, other than Liabilities arising under the Assigned Contracts to the Closing Date; extent provided in Section 1.3(a); (iib) any liability arising out Liabilities of the Company or any of its predecessors or Affiliates in respect of any Action Indebtedness, trade payables, accrued expenses or Company Transaction Expenses, except to the extent provided in Section 1.3(b); (c) any Liabilities of the Company or any of its predecessors or Affiliates to any Affiliate or current or former member, option holder or holder of other equity interests of the Company or any of its predecessors or Affiliates; (d) any Liabilities of the Company or any of its predecessors or Affiliates for or in respect of Taxes, including any sales Taxes or Taxes resulting from or relating to the consummation of the transactions contemplated hereby (including any Taxes that may become due as a result of any bulk sales or similar tax that may be assessed against the Company following the Closing); (e) any Liabilities of the Company to any present or former manager, member, officer, employee, consultant or independent contractor of the Company or any of its predecessors or Affiliates, or any of their respective spouses, children, other dependents or beneficiaries, including any and all Liabilities arising under any federal, state, local or foreign Laws or Orders (including those relating to employee health and safety); (f) any Liabilities of the Company or any of its predecessors or Affiliates for any Actions against the Company or any of its predecessors or Affiliates, including any Actions pending or threatened against the Company or any of its predecessors or Affiliates as of the Closing Date; ; (iiig) any 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); (iv) liabilities for Taxes of 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; (v) 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 Employee or former employee of Seller, Company or any consultant retained by Seller; (ix) any liability to any Governmental entity of its predecessors or Affiliates arising out of or resulting from Seller’s and violation of or non-compliance or noncompliance with any lawfederal, regulationstate, order, injunction, judgment, decree, ruling, assessment local or award foreign Laws or Orders; (an “Order”) of any Government entity (i.e., the liability is imposed by the Government entity); (xh) any liability Liabilities of Seller the Company or any of its predecessors or Affiliates arising out of, relating to or resulting from any obligation to indemnify any Person (other than pursuant to an Assigned Contract to the extent assumed pursuant to Section 1.3(a)); (i) any Liabilities of the Company arising under this Agreement or any other document executed of the Related Agreements; (j) any Liabilities resulting from or relating to products sold or services performed by the Company or any of its predecessors or Affiliates, including any warranty Liabilities; (k) any Liabilities relating to, based in whole or in substantial part on events or conditions occurring or existing in connection with, or arising out of, the shutdown prior to the Closing of any of the operations and facilities utilized by the Company in connection with the transactions contemplated by this Agreement; and Business, including any action prior to the Closing that could be construed as a “plant closing” or “mass layoff,” as those terms are defined in WARN, or any “employment loss,” as defined in WARN, that any Company Employee may suffer or may be deemed to suffer prior to the Closing; (xil) any liability Liabilities of Seller the Company or any of its predecessors or Affiliates based on Sellerupon such Person’s actions acts or omissions occurring after the Closing DateClosing; (m) any Liabilities arising under or with respect to any Employee Benefit Plan or any benefit, tax or compensation Liability of any ERISA Affiliate; (n) any Liabilities of the Company arising in connection with or in any way relating to any property now or previously owned, leased or operated by the Company, its predecessors or Affiliates, or any activities or operations occurring or conducted at any real property now or previously owned, operated or leased by the Company, its predecessors or Affiliates (including offsite disposal), including any Liabilities which arise under or relate to any Environmental Laws; (o) any other Liabilities attributable in any manner to the Excluded Assets; and (p) any Liabilities set forth on Schedule 1.4(p) attached hereto. The disclosure of any obligation or Liability on any schedule to this Agreement shall not create an Assumed Liability or other Liability of the Buyer, except where such disclosed obligation has been expressly assumed by the Buyer as an Assumed Liability in accordance with provisions of Section 1.3 hereof.

Excluded Liabilities. Purchaser shall Other than the Assumed Liabilities, Buyer is not assume assuming, and shall will not be responsible to payliable for, perform any liability or discharge obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the following Liabilities or obligations of Seller Closing Date (collectivelysuch liabilities other than the Assumed Liabilities, the “Excluded Liabilities”): ), including, without limitation: (a) any liabilities of Seller or any of its Affiliates (i) Liabilities relating to any of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by Contract (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of the Seller’s operations or ownership or leasing of the Purchased Property Assets prior to the Closing Date; ; (iid) all costs and expenses incurred by Seller in connection with this Agreement or any liability Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any Action pending as nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; ; (iiii) Liabilities for Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes relating or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising out of the Focus Factor Business accruing prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (including, without limitation, accrued sales taxes); (ivk) all liabilities for Taxes of the Seller, whether or not and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing 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; (v) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.

Excluded Liabilities. Except for the Assumed Liabilities, Purchaser shall not assume and shall not be responsible or agree to pay, perform or discharge any of the following Liabilities liabilities or obligations of Seller Sellers, whether accrued, absolute, contingent or otherwise, including without limitation liabilities based on or arising out of or in connection with (collectivelya) any defects in products manufactured, rented or sold by Sellers prior to the “Excluded Liabilities”): Effective Date, (ib) Liabilities any implied or express warranties relating to such products, (c) any pension or other benefit liability relating to Sellers' employees, (d) any federal, state, local or foreign income, sales, real or personal property or other taxes, assessments, fees, levies, imposts, duties, deductions or other charges of any nature whatsoever (including without limitation interest and penalties) imposed by any law, rule or regulation that are attributable or relating to the assets of the business of Sellers for any periods ending on or before the Effective Date, or that may be applicable because of Sellers' sale of their business or any of the Assets to Purchaser, (e) any claims by any of Sellers' directors, officers, employees or stockholders relating to this Agreement or its performance or consummation, or any claims by any of them relating to or arising out of the ownership (i) their employment (including without limitation any modification or leasing of the Purchased Property prior to the Closing Date; termination thereof) by Sellers, (ii) any liability arising out of any Action pending as of the Closing Date; employment contract with either Seller or (iii) Liabilities for Taxes any pension or other benefit liabilities of Sellers, (f) any claims or conditions arising under or relating to Environmental Laws or arising out of the Focus Factor Business accruing prior similar legal requirements attributable or relating to the Closing Date Assets (including, without limitation, accrued sales taxes); (ivthe operation thereof) liabilities for Taxes or the business of the Seller, whether or not relating to or arising out of the Focus Factor business and whether or not incurred Sellers prior to the Closing dateEffective Date, including(g) any unlicensed or other unauthorized use by Sellers of any patented or unpatented invention, without limitationtrade secret, copyright, trademark or other intellectual property right, (h) any Taxes dividend or other distribution declared or otherwise payable by the Seller resulting from payments made pursuant to this Agreement; Sellers, (vi) any deferred Taxes note, account payable or other obligation of Sellers to any nature; affiliate, or (vi) one-half of the Transfer Taxes, if applicable; (viij) any liability of Seller having fees payable to do with a business other than the Focus Factor Business; (viii) any liability with respect to any Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.Concord Partners Ltd.

Excluded Liabilities. Purchaser Other than the Assumed Liabilities, Buyer shall not assume and shall not be responsible liable for, and Seller shall retain and remain solely liable for and obligated to paydischarge, perform or discharge any all of the following Liabilities or debts, contracts, agreements, commitments, obligations and any other Liability of Seller (collectively, but only if and to the “Excluded Liabilities”): (i) Liabilities relating to or arising out of the ownership or leasing of the Purchased Property extent accruing prior to the Closing Date; (ii) any liability arising out of any Action pending as of the 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); the following: (iva) liabilities Any Liability for breaches by Seller of any contract or any other instrument, contract or purchase order or any liability for payments or amounts due under any contract, agreement, lease, license, commitment or any other instrument, contract or purchase order; (b) Any Liability or obligation for Taxes attributable to or imposed upon Seller for any period, or attributable to or imposed upon the Accounts; (c) Any Liability or obligation for or in respect of any loan, other indebtedness for money borrowed, or account payable of Seller; (d) Any Liability or obligation arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the Seller, whether or not extent relating to any action or arising out omission by or on behalf of the Focus Factor business and whether or not incurred prior to the Closing dateSeller, including, without limitation, any Taxes payable Liability for violation of any consumer lending Law, violations of federal or state securities or other Laws; (e) Any Liability or obligation arising out of any “employee benefit plan,” as such term is defined by the Seller resulting from Employee Retirement Income Security Act of 1974 (“ERISA”) or other employee benefit plans; (f) Any Liability or obligation for making payments made pursuant to this Agreement; (v) any deferred Taxes of any nature; kind (vi) one-half including as a result of the Transfer Taxestermination of employment by Seller of employees, if applicable; (viior other claims arising out of the terms and conditions of employment with Seller, or for vacation or severance pay or otherwise) any liability to employees of Seller having to do with a business other than the Focus Factor Business; or in respect of payroll taxes for employees of Seller; (viiig) Any Liability or obligation for making payments of any liability kind with respect to any Excluded Asset, whether to customers, lenders, vendors, employees, borrowers or other third parties; (h) Any Liability or obligation of Seller incurred in connection with the making or performance of this Agreement and the transactions contemplated hereby; (i) Any Liability or obligation for trade accounts or debts; (j) Any Liability or obligation to Seller’s borrowers or accrued debtors under any Account or Excluded Asset; (k) Any Liability or obligation under any Seller Contract that arises after the Closing that relates to a breach of such Seller Contract by Seller that occurred prior to the Closing; (1) Any Liability or obligation under any of the Employee or former employee Plans/Agreements of Seller, ; (m) Any Liability or any consultant retained by Seller; (ix) any liability to any Governmental entity obligation arising out of or resulting from relating to any employee grievance; and (n) Any Liability or obligation to indemnify, reimburse, or advance payments to any officer, director, employee or agent of 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.

Excluded Liabilities. Purchaser shall not assume and shall not be responsible Notwithstanding anything to paythe contrary in this Agreement or otherwise, perform or discharge neither Buyer nor any of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of the following Liabilities Business or obligations of Seller Parent or any of its Subsidiaries other than the Assumed Liabilities (collectively, the “Excluded Liabilities”): ). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreement: (ia) except for the Assumed Liabilities relating to described in Sections 2.3(d), 2.3(e), 2.3(f), 2.3(g) and 2.3(j), all Liabilities of the Transferred Group arising or accruing before the Closing; (b) except for the Assumed Liabilities described in Sections 2.3(d), 2.3(e), 2.3(f), 2.3(g) and 2.3(j), all Liabilities arising out of or relating to any Transferred Asset, Transferred Group Asset or the ownership or leasing operation of the Purchased Property prior Business, to the Closing Date; (ii) any liability extent arising out of any Action pending as of the Closing Date; (iii) Liabilities for Taxes relating to or arising out of the Focus Factor Business accruing prior to the Closing Date or resulting from the ownership, operation or control of the Business or the Transferred Assets or Transferred Group Assets prior to the Closing; (c) all Liabilities to the extent relating to the Excluded Assets; (d) all Liabilities under any Business Contracts, in each case to the extent such Liabilities relate to any failure to perform or other breach, default or violation by Seller Parent or any of its Subsidiaries under any such Business Contract prior to the Closing; (e) all Liabilities with respect to Products sold prior to the Closing, including all Liabilities for any returns, credits, rebates, refunds or other amounts payable in respect of or Claims with respect to any such Product; (f) all Liabilities for (i) fifty percent (50%) of the Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Pre-Closing Taxes (other than Transfer Taxes), including any Taxes arising out of or relating to the separation and/or sale of the Excluded Business (including any restructuring related thereto); (g) all Liabilities arising out of or relating to the Retained Business; (h) all Liabilities arising out of or relating to the separation and/or sale of the Excluded Business (including any restructuring related thereto), including claims from purchasers related thereto; (i) all Liabilities to make Milestone Payments in respect of Milestone #s 6 (subject to Section 6.5), 13, 14, 15, 16 and 17 (each, as defined in the Rempex Merger Agreement as defined in Schedule 1.1(d)) which relate to the Excluded Business or Retained Business; (j) (i) all Liabilities with respect to change-in-control, transaction, retention and other similar bonuses or payments, severance or similar payments or benefits payable by a Seller or any Subsidiary of a Seller or any member of the Transferred Group to any employee, independent contractor, officer, or director of a Seller, any Subsidiary of a Seller or any member of the Transferred Group, including any Business Employee or Continuing Employee, arising from or incurred solely in connection with this Agreement or the Transactions, other than as set forth in the Transition Services Agreement; (ii) all Liabilities related to the Seller Benefit Plans, any Business Employee who does not become a Continuing Employee or to any Non-Business Employees or to any current or former employee, independent contractor, officer, or director of a Seller, any Subsidiary of a Seller or any member of the Transferred Group (other than any Continuing Employee, but only to the extent provided for in ARTICLE VII), other than as set forth in the Transition Services Agreement; (iii) all Liabilities (including severance costs) arising out of the employment of the Continuing Employees by a Seller or any Subsidiary of a Seller or any member of the Transferred Group at and prior to the Closing, or relating to any current or former employee, independent contractor, officer, or director of a Seller, any Subsidiary of a Seller or any member of the Transferred Group (other than the Continuing Employees), including, without limitationfor the avoidance of doubt, accrued sales taxes)all employment-related Liabilities relating to any pre-Closing restructuring with respect to the Business Employees who are employed by an entity within the Transferred Group as of immediately prior to the Closing; (iv) liabilities for Taxes of the Seller, whether or not all Liabilities relating to any equity or arising out of the Focus Factor business equity-based awards granted by Seller Parent; 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; (v) any deferred Taxes the employer portion of any nature; (vi) one-half employment Taxes or other costs arising from any of the Transfer Taxesforegoing; (k) all Liabilities relating to rights to indemnification now existing in favor of the current or former directors or officers of the Transferred Group provided in the Organizational Documents of the Transferred Group, if applicable; as the case may be, relating to any pre-Closing facts or circumstances; (viil) any liability of Seller having to do with a business all Liabilities (other than the Focus Factor Business; (viiiAssumed Liabilities) any liability with respect to any Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 related to Indebtedness of the Transferred Group existing at the Closing; and (an “Order”m) all Liabilities that are transaction expenses of any Government entity (i.e., the liability is imposed by the Government entity); (x) any liability Sellers arising out of Seller under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability , including the separation and/or sale of Seller based on Seller’s actions or omissions occurring after the Closing Date.Excluded Business;

Excluded Liabilities. Purchaser shall not assume and shall not be responsible to pay, perform or discharge Neither Buyers nor any of their Affiliates shall assume, nor shall they be or become responsible for, any Liabilities and Claims of the following Business or of Sellers or any of Sellers’ Affiliates other than the Assumed Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): ). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreement: (a) all Liabilities for (i) Taxes with respect to the Transferred Assets for any Pre-Closing Tax Period, including Property Taxes allocable to Sellers pursuant to Section 8.6, (ii) Taxes imposed on any member of the Transferred Group pursuant to Treasury Regulations Section 1. 1502-6 (or any similar provision of state, local, or non-U.S. Law) by reason of the Liability of any Person other than any such member, and (iii) Sellers’ share of Transfer Taxes as described in Section 8.7; (b) all Liabilities and Claims of the Retained Business; (c) all Liabilities and Claims which would not be imposed on Buyer Parent, Buyers, or any of their Affiliates (including any members of the Transferred Group) but for the Pre-Closing Reorganization and any Seller-Requested Section 338 Election, including any associated costs, fees, Taxes or expenses relating to the Pre-Closing Reorganization and any Seller-Requested Section 338 Election; (d) Liabilities and Claims of Transferred Group to the extent not Related to the Business or (ii) that arise out of, relate to or are in connection with matters arising under the securities laws or Claims brought by its securityholders or in the name of a Transferred Entity by its securityholders, in each case with respect to or to the extent relating to periods prior to the Closing; (e) all Liabilities and Claims related to the Seller Benefit Plans or to any employees of the Sellers or their Subsidiaries other than the Business Employees or, to the extent specified in Section 2.3(f), the Former Business Employees; (f) all Liabilities under the Transferred Entity Benefit Plans with respect to Non-Business Employees; (g) all Liabilities and Claims that are transaction expenses arising out of this Agreement and the ownership or leasing of the Purchased Property prior to the Closing DateTransactions; and (ii) any liability arising out of any Action pending as of the Closing Date; (iiih) Liabilities for Taxes relating to or arising out of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxesand Claims set forth on Schedule 2.4(h); (iv) liabilities for Taxes of 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; (v) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.

Excluded Liabilities. Purchaser Notwithstanding anything to the contrary in this Agreement, except for the Assumed Liabilities, Buyer shall not assume and shall not be responsible to pay, perform or discharge any of Seller’s liabilities of any nature whatsoever, whether accrued, absolute, contingent, or otherwise, whether known or unknown, whether due or to become due, and regardless of when or by whom asserted, including, but not limited to, the following Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): ): (i) Liabilities relating any of Seller’s liabilities under this Agreement and any other agreements (whether written or oral) entered into by Seller (other than, with respect to or arising out of the ownership or leasing of the Purchased Property prior to period after the Closing Date; , the Assumed Contracts); (ii) any liability arising out of Seller for taxes for any Action pending as of the Closing Date; period; (iii) Liabilities any of Seller’s liabilities for Taxes relating vacation pay, sick pay, holiday pay, salary, bonuses, or other payments or liabilities of any kind to any current or arising out former employee of the Focus Factor Business accruing prior to the Closing Date Seller (including, without limitation, accrued sales taxesthe Transferred Employees); , or under any employee benefit or Employee Benefit Plan; (iv) liabilities for Taxes of the Sellerany note(s), whether loan(s) or not relating to agreement(s), payable in favor of, or arising out of the Focus Factor business and whether or not incurred prior to the Closing date, including, without limitationany other amount(s) owed to, any Taxes payable by lender or creditor of Seller or Sole Shareholder, except for the Seller resulting from payments made pursuant to this Agreement; Senior Lender (as defined herein); (v) any deferred Taxes of Seller’s liabilities (i) arising by reason of any nature; violation or alleged violation of any federal, state, local, or foreign law, (ii) arising by reason of any breach or alleged breach by Seller of any contract, agreement, license, commitment, instrument, judgment, order, or decree, or (iii) arising under any environmental and safety requirements; (vi) one-half any amounts owed to the Sole Shareholder, any former shareholder(s) of the Transfer TaxesSeller, if applicableor any seller of assets to Seller; and (vii) any liability of Seller having to do with a business other than the Focus Factor Business; (viii) any liability with respect pertaining to any Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateExcluded Asset.

Excluded Liabilities. Purchaser shall not assume and Buyer shall not be responsible obligated with respect to any Assumed Obligation except to the extent that it constitutes a valid and legally enforceable claim against Seller. Buyer is not, either directly or indirectly, by implication or otherwise, assuming or agreeing to pay, perform or discharge discharge, as the case may be, any of the following Liabilities other debts, liabilities or obligations of Seller or the Companies or any of them or their respective current or former grantors, beneficiaries or shareholders or other Affiliates of any nature whatsoever and whether or not arising out of, or relating directly or indirectly, to the Business (collectivelyincluding known, unknown, absolute, contingent or otherwise) and regardless of whether such is made, claimed or asserted prior to, on or after the Closing Date and including, but not limited to, the “Excluded Liabilities”): following: (ia) Liabilities All trade and other accounts payable due by Seller or the Companies or any of them to third parties, Affiliates, or current or former shareholders of the Companies or any of them, or current or former trustees, grantors or beneficiaries of Seller to the extent arising from events occurring or claims arising on or prior to the Closing Date, and including, without limitation, all of the foregoing arising out of or relating to the Business, except to the extent listed on Schedule 1.3(c); --------------- (b) All accrued expenses of Seller or the Companies or any of them, to the extent arising from events occurring or claims arising or otherwise attributable to periods on or prior to the Closing Date, including, without limitation, all of the foregoing arising out of or relating to the Business; (c) All debts, liabilities, obligations and Indebtedness of Seller or the Companies or any of them as of the Closing Date, including, without limitation, all of the foregoing arising out of or relating to the Business and those which are payable to lenders; (d) All liabilities and obligations of Seller or the Companies or any of them or its or their respective Affiliates or current or former shareholders of the Companies or current or former trustees, grantors or beneficiaries of Seller for foreign, federal, state and local Taxes, including deficiencies, interest and penalties and including, without limitation, those relating to or arising out of the ownership Acquired Assets or leasing the operation of the Purchased Property Business by Seller or the Companies or any of them on or prior to the Closing Date, including, without limitation, sales, use, property, franchise, gross receipts, withholding, payroll, social security, unemployment, disability, estimated, occupation, excise and income taxes; (e) All liabilities and obligations of Seller or the Companies or any of them and any of its or their respective Affiliates or current or former shareholders of the Companies or current or former trustees, grantors or beneficiaries of Seller arising under this Agreement, including those arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and fees and expenses of counsel, accountants and other experts; (f) All liabilities and obligations of Seller or the Companies or any of them, including costs, expenses, damages, fines, awards and penalties and settlements by or against Seller or the Companies or any of them, with respect to pending or threatened litigation, suits, claims, labor disputes, demands of federal, state or local governmental proceedings or investigations, to the extent arising from events occurring or claims arising or otherwise attributable to periods on or prior to the Closing Date and whether or not disclosed in the Schedules to this Agreement; (g) All obligations and liabilities of Seller or the Companies or any of them to the extent arising out of or resulting from the noncompliance by Seller or the Companies or any of them with any federal, state, local or foreign law, regulation, order or administrative or judicial determination, including without limitation those relating to environmental matters at the Premises or elsewhere, the Occupational Health and Safety Act ("OSHA"), the Employee Retirement Income ---- Security Act of 1974 ("ERISA"), as amended, or employment practices of the ----- Business, including the health and safety standards applicable to employees of any of Seller or the Companies, any and all of the foregoing to the extent arising or occurring on or prior to the Closing Date; (ii) any liability for purposes of this Agreement, such matters for which Seller shall indemnify the Buyer to the extent arising out of any Action pending as of or occurring on or prior to the Closing Date; , whether on-site or off- site, and whether brought directly against Seller or the Companies or any of them or against Buyer, shall include, without limitation, the following: (iiiA) Liabilities acts or omissions by Seller's or a Company's employees, representatives, officers, directors, agents, contractors, transporters or any other Person for Taxes relating to whose acts or arising out omissions Seller or such Company is liable in connection with the production, generation, storage, treatment, transportation, disposal, emission, or other handling or disposition of any waste or materials of any kind; (B) actual or alleged emission, discharge, disbursal, disposal, seepage, release or escape of any liquid, solid or gaseous substance produced, generated, stored, treated, utilized, transported or disposed of by or on behalf of Seller or the Companies or any of them, including its or their employees, representatives, officers, directors, agents, contractors, transporters, or any Person for whose acts or omissions Seller or such Company is liable and including any of the Focus Factor Business accruing foregoing at the Premises; and (C) contamination on or prior to the Closing Date (includingof air, without limitationsurface water, accrued sales taxes); (iv) liabilities ground water, soil, real or personal property in excess of amounts authorized by law or permit on, at or underlying the Premises or off-site contamination for Taxes which Seller or the Companies or any of the Seller, whether or not relating to or them are liable arising out of acts or omissions occurring on or prior to the Focus Factor business Closing Date; (h) All liabilities and obligations for which Seller or the Companies or any of them is legally or contractually responsible, including acts or omissions of its suppliers, of any nature whatsoever and regardless of when a claim is asserted, to the extent relating to items sold or rented or services performed by Seller or the Companies or any of them on or prior to the Closing Date, whether founded upon negligence, breach of warranty, strict liability, tort and/or any and all legal, equitable, or other theories, seeking compensation or recovery for, or relating to, injury to Person or damage to property; (i) All liabilities and obligations for which Seller or the Companies or any of them are legally or contractually responsible, including costs and expense of defense, regardless of when a claim is asserted, whether founded upon workers' compensation or employer's liability claims, negligence, strict liability, tort and/or any and all other legal, equitable or other theories, to the extent seeking compensation or recovery and arising out of injuries and occupational diseases sustained by employees of Seller or the Companies or any of them, or customers or employees of customers of Seller or the Companies or any of them, on or prior to the Closing Date; (j) All liabilities and obligations of Seller or the Companies or any of them to the extent arising from the breach or default by Seller or the Companies or any of them, prior to the Closing Date, of any lease, contract or commitment, including those referred to in Sections 1.1(k), 1.1 (1) and 1.1(m); (k) All liabilities and obligations of Seller or the Companies or any of them, arising prior to the Closing Date, relating to the Real Property Leases and the Personal Property Leases described in Section 1.3(b), except to the extent of ordinary course pro-rated accruals for the one month of rent, if any, included on the Closing Balance Sheet; (l) All liabilities and obligations of Seller or the Companies or any of them of whatever kind or nature to the extent arising in connection with the conduct of any and all businesses of Seller or the Companies or any of them, or any of its or their respective Affiliates or current or former shareholders, other than the Business; (m) All liabilities and obligations of Seller or the Companies or any of them for claims for severance and termination and for payments in lieu of notice of termination made by any employee of Seller or the Companies or any of them, including those (i) who are terminated by Seller or the Companies or any of them on or prior to the Closing Date, (ii) employees of Seller or the Companies or any of them who are offered employment by Buyer or a successor direct or indirect owner of the Business and whether or not incurred prior such employees accept or reject such employment offer, and (iii) employees of Seller or the Companies or any of them to whom Buyer or a successor direct or indirect owner of the Business does not make an offer of employment; (n) All other liabilities, debts and obligations of Seller or the Companies or any of them to employees and former employees of Seller or the Companies or any of them and their beneficiaries, heirs and representatives on account of salary, vacation, sick or holiday pay, or bonuses, as well as any such liabilities and obligations relating to any employee profit sharing plans and savings and stock ownership/option plans and pension or retirement plans, 401(k) plans, disability (long term and short term), dental, life insurance, health, medical, welfare and any and all other remuneration, employee compensation, and entitlement plans of any kind whatsoever arising on or before the Closing Date, except to the extent of ordinary course, pro-rated payroll accruals for the last pre-Closing dateDate pay period, if any, included on the Closing Balance Sheet; (o) All liabilities and obligations for intercompany accounts payable and other amounts, if any, due from Seller or the Companies or any of them to another Company or to their respective Affiliates or shareholders or former shareholders; (p) All liabilities and obligations of Seller or the Companies to the extent arising out of any failure of any Plan of Seller or any Company to satisfy any qualification requirement under the Code or ERISA and any defect or failure of any Plan of Seller or any Company arising out of a violation of any provision of the Code, ERISA and all other applicable law, including, without limitation, any Taxes payable by the Seller resulting from payments made pursuant to this Agreement; and all costs of audits, fines, sanction amounts, penalties and interest and all costs and expenses associated with correcting deficiencies; (vq) any deferred Taxes of any nature; (vi) one-half of the Transfer Taxes, if applicable; (vii) any liability All obligations and liabilities of Seller having to do with a business other than or the Focus Factor Business; (viii) any liability with respect to any Employee or former employee of Seller, Companies or any consultant retained by Seller; (ix) any liability to any Governmental entity of them arising out of or resulting from Seller’s compliance relating to the matters described on Schedule 1.4 or noncompliance with ------------ designated as "Excluded Liabilities" on the Schedules to this Agreement. -------------------- The foregoing debts, liabilities and obligations, other than the Assumed Obligations, are collectively referred to herein as "Excluded Liabilities." Notwithstanding any lawof the terms of this Section 1.4, regulation, order, injunction, judgment, decree, ruling, assessment no liability or award (an “Order”) obligation of any Government entity (i.e., of the liability Companies shall be an Excluded Liability to the extent it is imposed by the Government entity); (x) any liability of Seller under this Agreement or any other document executed specifically identified as an Assumed Obligation in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateSection 1.3.

Excluded Liabilities. Purchaser Notwithstanding any other provision of this Agreement to the contrary, including Section 2(c), the Buyer is not assuming and the Seller shall not assume and shall not be responsible to pay, discharge, perform or discharge any of otherwise satisfy, all liabilities other than the following Assumed Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): ), including the following: (i) Liabilities relating to or all Taxes of any Seller Entity, including arising out of or resulting from the ownership consummation of this Agreement and all Taxes arising from or leasing relating to the Transferred Assets or the operation of the Purchased Property Business that are incurred in or attributable to any period that ends prior to or on and including the Closing Date, or any portion of any period that includes but ends after the Closing Date, except for Transfer Taxes (“Retained Taxes”); (ii) all liabilities in respect of products or services manufactured, marketed, distributed, supplied, performed or sold by the Business prior to the Closing Date; (ii) any , including product liability arising out and negligence claims, liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty or similar claims, and liabilities for infringement, misappropriation, or other violation of any Action pending as of third-party Intellectual Property whether the Closing Date; foregoing arises directly, or under an obligation to indemnify, or otherwise; (iii) all Environmental Liabilities for Taxes relating alleged by or payable to any Person other than a Buyer Entity or arising its Affiliates that arise out of the Focus Factor Business accruing migration of Hazardous Materials from any Transferred Asset to any property owned or operated by such Person, to the extent the Environmental Condition or Release of Hazardous Materials giving rise to such Environmental Liabilities was present on, at, or underlying the Transferred Asset, or the Release of Hazardous Materials occurred on or at the Transferred Asset, on or prior to the Closing Date (including, without limitation, accrued sales taxes); Date; (iv) liabilities for Taxes any liability or obligation of the Sellerany Seller Entity or any Affiliate of any Seller Entity to or with respect to any of its or their current or former employees, officers, directors or other personnel (or any of their dependents or beneficiaries), whether or not relating to or arising out of the Focus Factor business and whether or not incurred prior to the Closing datecontingent, including, without limitation, any Taxes payable by the liability of Seller resulting from payments made pursuant to this Agreement; or a Seller Entity described in Section 5(f); (v) other than as set forth in Section 2(c)(vii), any deferred Taxes Employee Plan and any liability of, to or with respect to any Employee Plan, or any liability or obligation arising under Title I or IV or Section 302 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 412 or 4980B of the Code, including, but not limited to (i) any nature; liability for complete or partial withdrawal under any multiemployer plan (as defined in Section 3(37) of ERISA) pursuant to Section 4203 or 4205 of ERISA, respectively, and (ii) any liability to the Pension Benefit Guaranty Corporation (including, without limitation, liabilities for premiums and terminations); (vi) one-half any indebtedness for borrowed money or guarantees thereof outstanding as of the Transfer TaxesClosing Date, if applicable; other than accounts payable assumed by Buyer pursuant to Section 2(c)(i) or 2(c)(ii); (vii) any liability of Seller having to do with a business other than the Focus Factor Business; intercompany liabilities; (viii) any liability with respect or obligation relating to an Excluded Asset; provided, however, that to the extent, if any, that any Employee or former employee liability might be partly an Assumed Liability and partly an Excluded Liability, the apportionment of Seller, or any consultant retained by Sellersuch liability shall be determined pursuant to equitable principles; and (ix) any liability to any Governmental entity all liabilities accruing, arising out of or resulting from Seller’s compliance relating to the conduct or noncompliance with any law, regulation, order, injunction, judgment, decree, ruling, assessment operation of the Business or award (an “Order”) the ownership or use of any Government entity (i.e., the liability is imposed by the Government entity); (x) any liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after Transferred Assets before the Closing Date, except as set forth in Section 2(c)(iii) above.

Excluded Liabilities. Purchaser Except for the Assumed Liabilities subject to Section 2.03, Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following Liabilities other liabilities or obligations of Seller or its Subsidiaries (collectively, the “Excluded Liabilities”): ). Excluded Liabilities, without limitation, are as follows: (ia) Liabilities relating to any liabilities or obligations of Seller not arising out of the or relating to Seller’s ownership or leasing operation of the Business and the Purchased Property prior to the Closing Date; Assets; (iib) any liability liability, obligation or commitment arising out of any Action pending as Contract that is not an Assigned Contract; (c) any default or breach of the Closing Date; (iii) Liabilities for Taxes relating to any Contract, breach of warranty, tort, infringement, violation of Laws or arising out of the Focus Factor Business accruing prior to the Closing Date (includingenvironmental, without limitation, accrued sales taxes); (iv) liabilities for Taxes of the Seller, whether health or not relating to or arising out of the Focus Factor business and whether or not incurred prior to the Closing datesafety matter, including, without limitation, any Taxes payable by the Seller resulting from payments made pursuant arising under any Environmental Laws or relating to this Agreement; Hazardous Substances; (vd) any deferred Liabilities for (i) Taxes with respect to the Business or the Excluded Assets, for any Pre-Closing Tax Period, (ii) Taxes of any nature; (vi) one-half of the Transfer TaxesSeller, if applicable; (vii) including any liability of Seller having to do with for Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provisions of state, local or foreign law), as a business other than the Focus Factor Business; transferee or as a result of a Tax sharing or similar agreement, and (viiiiii) Transfer Taxes for which Seller is responsible under Section 6.08(c); (e) any liability with respect to any Employee liability, obligation or former employee of Seller, or any consultant retained by Seller; (ix) any liability to any Governmental entity commitment arising out of or resulting from Seller’s compliance relating to (i) the employment (including the application for or noncompliance with any law, regulation, order, injunction, judgment, decree, ruling, assessment or award (an “Order”termination of employment) of any Government entity Business Employee by Seller prior to or on the Closing Date, or (i.e.ii) the provision of services by any other Person to Seller prior to or on the Closing Date; (f) any liability, obligation or commitment of Seller (including any liabilities resulting from unfunded liabilities under any employee benefit plan subject to ERISA) under any Benefit Plan, employment, benefit or compensation, pension, profit-sharing or welfare plans, contracts, employment agreements or offer letters, policies, practices or arrangements, oral or written, covering the liability is imposed Business Employees, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of ERISA, and deferred compensation, stock option, stock purchase, stock appreciation rights, equity-based, incentive and bonus plans; (g) any bonuses (including stay bonuses, transaction bonuses or similar bonuses), severance payments, retention payments and other change-of-control payments payable to any officer, employee or director of Seller or the Business in connection with this Agreement and the employer portion of any Payroll Taxes related thereto; (h) any liability, obligation or commitment of any of Sellers to the extent relating to, or arising out of, any Excluded Asset, or to the extent arising out of the ownership by Seller of the Government entity); Excluded Assets or associated with the realization of the benefits of any Excluded Asset; (xi) any liability or obligation arising out of Seller under this Agreement or related to Indebtedness; (j) any other document executed liability or obligation arising out of or related to Transaction Expenses; and (k) any liability or obligation arising from, relating to or in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after Business prior to the Closing Dateunless expressly included as an Assumed Liability.

Excluded Liabilities. Purchaser shall not assume and shall not be responsible to pay, perform or discharge Neither Buyer nor any of its Affiliates shall assume any Liabilities of the following Liabilities or obligations of Seller Retained Companies (collectivelysuch unassumed Liabilities, the “Excluded Liabilities”): ) other than those specifically set forth in Section 2.3. Without limiting the generality of the foregoing, in no event shall Buyer or any of its Affiliates assume or incur any Liability in respect of, and the Retained Companies shall remain bound by and liable for, and shall pay, discharge or perform when due, the following Liabilities of the Retained Companies: (a) all Liabilities for Taxes that are not Assumed Liabilities, including, but not limited to, (i) Liabilities relating all Taxes of any Retained Company or any Affiliate thereof (including for the avoidance of doubt, Taxes imposed or borne under Section 1.1502-6 of the Treasury Regulations (or any similar provision of U.S. state, local, or foreign Law), as a transferee or successor, by contract or otherwise), (ii) all Taxes and other amounts that are the responsibility of Seller pursuant to Section 7.3(a), (iii) all Taxes that are the responsibility of Seller and its Affiliates pursuant to Section 7.3(c)(i), (iv) all Taxes imposed on or arising out of with respect to the ownership or leasing operation of the Excluded Assets or that are attributable to any asset or business of the Company that is not part of the Purchased Property prior to the Closing Date; (ii) any liability arising out of any Action pending as of the Closing Date; (iii) Liabilities for Taxes relating to or arising out of the Focus Factor Business accruing prior to the Closing Date (includingAssets, without limitation, accrued sales taxes); (iv) liabilities for Taxes of 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; (v) any deferred Taxes amount in respect of claims asserted against Buyer or its Affiliates, the Business or the Purchased Assets by reason of failure to comply with any nature; withholding or similar Tax Laws or any bulk sales, bulk transfer or similar Laws; (vib) one-half all Liabilities in respect of the Transfer Taxes, if applicable; Excluded Contracts and other Excluded Assets; (viic) any liability of Seller having all product Liability and similar claims for damages or injury to do with a business other than the Focus Factor Business; (viii) any liability with respect to any Employee person or former employee of Sellerproperty, or claims of infringement of Intellectual Property Rights, regardless of when made or asserted, which arise out of or are based upon any consultant retained events occurring or actions taken or omitted to be taken by Seller; (ix) any liability to any Governmental entity member of the Seller Group, or otherwise 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 under this Agreement or any other document executed incurred in connection with the transactions contemplated by this Agreement; and (xi) any liability conduct of Seller based the Business, on Seller’s actions or omissions occurring after before the Closing Date; (d) all warranty claims to the extent reserves for such claims are not accrued expenses of the Business created in the ordinary course of business consistent with past practice as of the Closing; (e) all Pre-Closing Environmental Liabilities; (f) all Indebtedness of the Business; (g) all Liabilities under the Retained Benefit Plans, except as determined otherwise under applicable Law or as provided under Section 7.2; (h) all Liabilities in connection with the Seller Employees, except as determined otherwise under applicable Law or as provided under Section 7.2; (i) any trade accounts payable of the Seller Group which constitute intercompany payables owing to other members of the Seller Group; (j) all Liabilities arising out of or incurred in connection with violations of or investigations regarding violations of the Foreign Corrupt Practices Act of 1977, the UK ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, or any other applicable Law of similar effect in any jurisdiction in the ownership or operation of the Business, including Laws implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; (k) all Liabilities arising out of or incurred in connection with violations of or investigations regarding violations of any Health Care Laws or any Law pertaining to any Health Care Program; (l) all Liabilities in respect of Assigned Contracts not assumed pursuant to Section 2.3(a); (m) all Liabilities of Scient’x S.A.S. and Surgiview, except for Liabilities in connection with the French Distribution Agreements, but only to the extent that such Liabilities in connection with the French Distribution Agreements were incurred in the ordinary course of the Business and do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by any member of the Seller Group on or prior to the Closing; and (n) except as otherwise provided in this Agreement, all Liabilities arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, including Taxes and fees and expenses of counsel, accountants and other experts.

Excluded Liabilities. Purchaser Notwithstanding anything in this Agreement to the contrary, Buyer shall not assume and does not assume, and shall be deemed not to have assumed and shall not be responsible obligated to pay, perform perform, discharge or discharge in any other manner be liable or responsible for any Liabilities of Sellers that are not Assumed Liabilities, whether existing on the Closing Date or arising thereafter, including Liabilities relating to or arising out of any of the following Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): ): (a) all costs and expenses incurred or to be incurred by Sellers in connection with this Agreement and the consummation of the Transactions; (b) all Liabilities (i) related to any current or former employee (including the Employees), candidate for employment, officer, director, consultant, or contractor of any Seller or of any Subsidiary or Affiliate of any Seller or (ii) arising under, in connection with or in any way relating to any Benefit Plan and any other compensation or benefit plans, programs, arrangements, or agreements of any kind (including all assets, trusts, insurance policies and administration service contracts related thereto) at any time maintained, sponsored, contributed to or required to be contributed to by any of Sellers, any of their Subsidiaries or Affiliates, or any ERISA Affiliate or under or with respect to which any Seller or any Subsidiary or Affiliate of any Seller has or has had any Liability, including on account of an ERISA Affiliate or on account of Buyer or any of its Affiliates being deemed successor of the Business; (c) except as provided under Section 2.2(d), all Liabilities arising out of, relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; (ii) any liability arising out of any Action pending as of the 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); (iv) liabilities for Taxes of 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; (v) 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 Employee or former employee and all Employees, and contractors of Seller, Sellers or any consultant retained of their Subsidiaries or Affiliates arising at any time before Closing; (d) all Liabilities for any and all Taxes of Sellers (including any Liability of Sellers for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Seller; Contract or otherwise) except for Taxes for which Buyer is liable pursuant to Section 2.2; (ixe) any liability all Liabilities to any Governmental entity arising out of broker, finder or resulting from Selleragent or similar intermediary for any broker’s compliance fee, finders’ fee or noncompliance with any law, regulation, order, injunction, judgment, decree, ruling, assessment similar fee or award (an “Order”) of any Government entity (i.e., the liability is imposed by the Government entity); (x) any liability of Seller under this Agreement or any other document executed in connection with commission relating to the transactions contemplated by this AgreementAgreement for which any Seller or its Subsidiaries or Affiliates are responsible; and (f) all Liabilities arising at any time before Closing with respect to or relating to the ownership or operation of any of the Acquired Assets or Relating to the Business (except for the Assumed Liabilities). provided that in the event of any conflict between Section 2.2 and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Datethis Section 2.3, Section 2.3 will control.

Excluded Liabilities. Except for the Assumed Liabilities assumed by Purchaser, Purchaser shall not assume and shall not or be responsible to payliable for or bound by any Liability of Seller, perform or discharge including any of the following Liabilities duties, responsibilities, liabilities, assessments, penalties or obligations of Seller any kind or nature, whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether contingent or non-contingent, presently in existence or arising hereafter, disputed or undisputed, liquidated or unliquidated, at Law or in equity or otherwise, including any Liability based on successor liability theories (collectively, herein referred to as the “Excluded Liabilities”): ), including without limitation the following specific Liabilities to the extent they do not otherwise constitute Assumed Liabilities: (a) any and all Liabilities of Seller under any Contract of Seller that is not an Assigned Contract whether accruing prior to, at, or after the Closing Date (except as set forth in Section 2.7); (b) any and all Liabilities for Taxes (i) of Seller (including Taxes of any other Person as a transferee or successor, by Law, Contract or otherwise) for any Tax Period or (ii) arising from or with respect to the Acquired Assets or the Business for any Tax Period (or any portion thereof) ending on or prior to the Closing Date; (c) any and all Liabilities for any Indebtedness or obligation for borrowed money of Seller; (d) any and all Liabilities arising under any Environmental Law or any other Law in connection with any environmental, health, or safety matters, including as a result of any action or inaction of Seller or of any third party relating to the storage, use, or operation of the Acquired Assets on or prior to the Closing Date; (e) any and all Liabilities for: (i) costs and expenses incurred by Seller or owed in connection with the administration of the Chapter 11 Case (including the U.S. Trustee fees, the fees and expenses of attorneys, accountants, financial advisors, consultants, and other professionals retained by Seller, and any official or unofficial creditors’ committee, the fees and expenses of the pre-petition lenders incurred or owed in connection with the administration of the Chapter 11); and (ii) all costs and expenses of Seller incurred in connection with the negotiation, execution, and consummation of the transactions contemplated under this Agreement; (f) any Liabilities arising from or with respect to each Seller Plan (the “Excluded Plans”); (g) any and all Liabilities in any way attributable to (i) the employment or service of current or former employees, officers or directors of Seller or any current or former Subsidiary of Seller, regardless of whether such Liability is attributable to the period before, on or after the Closing Date, or (ii) the employment of Employees to the extent attributable to the period at or before the Closing; (h) any and all Liabilities arising out of related to the Excluded Assets; (i) any and all Liabilities arising from or related to the operation or condition of the Acquired Assets or the Assumed Liabilities prior to the Closing or facts, actions, omissions, circumstances or conditions existing, occurring or accruing with respect to the Acquired Assets or the Assumed Liabilities prior to the Closing; (j) any and all Liabilities relating to Seller’s trade payables and other accounts payable, except as described in Section 3.1; (k) any and all Liabilities relating to complaints, causes of action, litigation or similar matters instituted against Seller relating to or arising out of the ownership any actions, omissions, circumstances or leasing of the Purchased Property conditions or events occurring prior to the Closing Date; ; (iil) the Liabilities of Seller for Transfer Taxes under Section 11.1(a); (m) any liability arising out of any Action pending as of the Closing Date; (iii) and all Liabilities for Taxes relating aggregate Cure Costs not to or arising out of exceed $5,000,000.00 in the Focus Factor Business accruing prior to the Closing Date aggregate; (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of 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; (vn) any deferred Taxes of any nature; (vi) one-half of the Transfer Taxes, if applicable; (vii) any liability of Seller having to do with Liabilities which Purchaser may or could become liable for as a business other than the Focus Factor Business; (viii) any liability with respect to any Employee or former employee of Seller, or any consultant retained by Seller; (ix) any liability to any Governmental entity arising out result 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreementany “de facto merger” or “successor-in-interest” theories of liability; and and (xio) any liability of Seller based on Seller’s actions or omissions occurring after Liability not expressly included among the Closing DateAssumed Liabilities and specifically so assumed.

Excluded Liabilities. Purchaser Notwithstanding anything to the contrary contained in this Real Estate Purchase Agreement or the Merger Agreement, from and after the RE Closing, the Company (including as the Surviving Corporation) shall retain, and Gamma will not assume and shall not be responsible to payhave any Liability for, perform or discharge any of the following Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): ): (a) any Liability for or with respect to any Indebtedness owed by the Company or any of its Subsidiaries to any other Person (including, for the avoidance of doubt, Indebtedness owed to any Affiliate of the Company or its Subsidiaries); (b) except as provided in Section 1.2(b), any Liability for Taxes attributable to or imposed upon the Company or any of its Subsidiaries, or attributable to or imposed upon their respective assets or businesses (i) Liabilities for the Pre-Closing Tax Periods, (ii) of any member of an affiliated, consolidated, combined or unitary group of which the Company or its Subsidiaries (or any predecessor of the foregoing) is or was a member prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local or foreign law, or (iii) as a transferee or successor, by contract, law or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date; (c) any Liability relating to employment of any employee, contractor or consultant of the Company or its Subsidiaries arising in the ordinary course of employment or service on or prior to the Closing Date, whether or not covered by workers’ compensation or other forms of insurance; (d) except for any Liabilities assumed pursuant to Section 1.2, any Liability arising as a result of any Proceeding initiated at any time, to the extent related to any action or omission or event or occurrence or fact occurring or in existence on or prior to the Closing Date, including any Liability for (i) infringement or misappropriation of any Intellectual Property or any other rights of any Person (including any right of privacy or publicity) in any jurisdiction; (ii) breach of product warranties or any contractual or other warranties, whether express or implied or resulting from any course of dealing or conduct; (iii) injury, death, property damage or other losses arising with respect to or caused by products or services provided by any of the Company or any of its Subsidiaries or their respective businesses; or (iv) violations of any applicable Laws (other than RE Laws), including federal and state securities laws, Gaming Laws, and Laws relating to the operation of the Properties (e.g., building code and similar Laws but excluding zoning and land use Laws covered by Section 1.2(d)); (e) any Liability under or arising out of the ownership Company Plans; (f) any Liability for making payments or leasing any failure to make payments of any kind to any employees, consultants or contractors or any other service providers in connection with the business of the Purchased Property Company and its Subsidiaries (including as a result of the Transactions, the termination of any employee, consultant or contractor by the Company or its Subsidiary or other claims arising out of the terms of employment with or service to the Company or any of its Subsidiaries) or with respect to payroll Taxes or any other employment Tax Liabilities in any jurisdiction, including any failure to withhold or collect or pay over any such Taxes to the relevant Governmental Entity, in each case, for periods prior to the Closing Date; ; (iig) any liability arising out of any Action pending as Liability for costs or expenses of the Closing Date; Company and its Subsidiaries in connection with the Transactions; (iiih) Liabilities for Taxes relating any Liability attributable to, arising from or existing in relation to the Aruba Operations or arising out the Insight Disposition (including as a result of compliance with, or any breaches of, the covenants in Section 6.16 of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxesMerger Agreement); and (ivi) liabilities for Taxes of the Sellerexcept as provided in Section 1.2, any Liability, whether or not relating to or arising out of the Focus Factor business and whether or not incurred prior specifically mentioned in this Section 1.3, to the Closing date, including, without limitation, any Taxes payable by the Seller resulting from payments made pursuant to this Agreement; (v) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) any liability to any Governmental entity extent arising out of or resulting from Seller’s compliance the conduct of the business of the Company and its Subsidiaries or noncompliance with any lawthe ownership, regulationoperation or use of the assets of the Company and its Subsidiaries, orderincluding the Properties, 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after each case prior to the Closing Date, regardless of when any claim with regard to such Liability is made.

Excluded Liabilities. Purchaser shall not assume and Notwithstanding any provision of this Agreement to the contrary, Buyer shall not be responsible deemed to assume, nor shall it assume or be obligated to pay, perform discharge or discharge any of perform, the following Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): ), all of which shall remain the sole responsibility of Seller, and shall be retained, paid, performed and discharged by Seller: 2.5.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business up to the Signing Date; 2.5.2. All Liabilities of Seller arising under any Seller Contract other than the Assigned Contracts; 2.5.3. All Liabilities of Seller for Claims made in respect of a breach of, or a default by, the Seller Group accruing under (i) Assigned Contracts or (ii) Permits to the extent related to the Business, in each case with respect to the period prior to the Signing Date; 2.5.4. All Liabilities arising out of, under or in connection with any Indebtedness of the Seller Group; 2.5.5. All Liabilities of Seller in respect of the Excluded Assets; 2.5.6. All Liabilities of Seller resulting from any act or omission of Seller occurring from and after the Signing Date; 2.5.7. All Liabilities for (a) Taxes of the Seller Group, or its shareholders or their beneficial shareholders; (b) Taxes that relates to the conduct of the Business for taxable periods (or portions thereof) ending on or before the Signing Date; and (c) payments under any Tax allocation, sharing or similar agreement (whether oral or written); 2.5.8. All Liabilities in respect of any pending or threatened Action arising out of, relating to or arising out otherwise in respect of: (a) the operation of the ownership Business to the extent such Action relates to such operation on or leasing of the Purchased Property prior to the Closing Signing Date; , or (iib) any liability arising out Excluded Asset; 2.5.9. Any third-party-beneficiary claim or any other type of claim of direct or indirect holders of interests in the Business or the Acquired Assets to any Action pending as portion of the Closing Date; (iii) Purchase Price; 2.5.10. All Liabilities for Taxes relating to or arising out of the Focus Factor Business accruing prior with respect to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of the Seller, whether or not relating to or arising out of the Focus Factor business and whether or not incurred prior to the Closing datePotential Transferred Employees, including, without limitation, any Taxes payable all obligations of the Seller toward the Potential Transferred Employees and all Claims of the Potential Transferred Employees arising from their employment with the Seller until the Signing Date; 2.5.11. All Liabilities relating to amounts required to be paid by the Seller resulting from payments made pursuant to this Agreement; (v) any deferred Taxes its shareholders or beneficial shareholders; 2.5.12. Product warranties detailed in Assigned Contracts as at the Signing Date that were provided by Seller in respect of any nature; (vi) one-half products manufactured by Seller and supplied under such Assigned Contracts; 2.5.13. All 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 Seller's Liabilities under this Agreement including with respect to any Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, as well as any Liabilities incurred by Seller in facilitating the transfer of the Acquired Assets at the Closing, unless specifically defined otherwise within this Agreement (it being agreed that nothing in this provision shall impose on the Seller any Liabilities not otherwise imposed by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date).

Excluded Liabilities. Purchaser Notwithstanding any other provision of this Agreement, Seller and the Selling Subsidiaries shall not assume remain responsible for and shall not be responsible to payretain any and all obligations, perform liabilities and commitments of Seller or discharge any of the following Selling Subsidiaries other than the Assumed Liabilities or obligations of Seller (collectivelysuch excluded obligations, liabilities and commitments are collectively referred to herein as the “Excluded Liabilities”): ). Without limiting the foregoing, the Excluded Liabilities shall include: (ia) Liabilities Any liability, obligation or commitment of Seller or any Selling Subsidiary relating to or arising out of the Business or any Purchased Asset, whether express or implied, liquidated, absolute, accrued, contingent or otherwise, or known or unknown, except to the extent any such liability, obligation or commitment constitutes an Assumed Liability pursuant to Section 2.3; (b) Any liability, obligation or commitment accruing, arising out of or relating to the operation or conduct of the Business or the use or ownership or leasing of the Purchased Property Assets, in each case on or prior to the Closing Date; , except to the extent any such liability, obligation or commitment constitutes an Assumed Liability pursuant to Section 2.3; (iic) Any liability, obligation or commitment of Seller or any liability Selling Subsidiary, whether express or implied, liquidated, absolute, accrued, contingent or otherwise, or known or unknown, arising out of the operation or conduct by Seller or any of its Affiliates of any business other than the Business, except to the extent any such liability, obligation or commitment constitutes an Assumed Liability pursuant to Section 2.3; (d) Any liability, obligation or commitment of Seller or any Selling Subsidiary (i) arising out of any Action pending as of breach by Seller or any Selling Subsidiary of, or nonperformance by Seller or any Selling Subsidiary under, any Contract (including any Transferred Contract prior to the Closing Date; ), or (iiiii) Liabilities for Taxes relating accruing under any Transferred Contract with respect to any period prior to the Closing Date, except, in the case of clause (ii), to the extent any such obligation, liability or commitment constitutes an Assumed Liability pursuant to Section 2.3; (e) Any accounts payable or notes payable of Seller or any of the Selling Subsidiaries or their respective Affiliates, and similar liabilities and obligations to make payments arising out of the Focus Factor operation or conduct of the Business accruing before the Closing Date; (f) Any liabilities for (i) Taxes of any Seller Party or any Affiliate thereof, (ii) Taxes for any Tax period (or portion thereof) ending prior to or as of the time that is immediately prior to the Closing and (iii) the payment of any amounts of Tax as a result of any Seller Party or any Affiliate thereof being a member of an affiliated, consolidated, combined or unitary group, as a result of any Tax sharing or Tax allocation agreement, arrangement or understanding, or as a result of any Seller Party or any Affiliate thereof being liable for another Person’s Taxes as a transferee or successor, by Contract or otherwise, in each case with respect to any Tax period (or portion thereof) ending as of the time that is immediately prior to the Closing or Contracts entered into on or before the Closing Date and (iv) half of any Transfer Taxes in accordance with Section 6.1; (g) Any liability, obligation or commitment of Seller or any Selling Subsidiary that relates to, or that arises out of, products manufactured, shipped or sold by or on behalf of Seller or any Selling Subsidiary prior to the Closing Date (includingincluding claims of negligence, without limitationpersonal injury, accrued sales taxesproduct damage, product liability, product warranties, strict liability, product recall or any other claims (including workers’ compensation, employer’s liability or otherwise); ), whether such liability, obligation or commitment relates to or arises out of accidents, injuries or losses occurring on or prior to or after the Closing Date, but excluding in all cases, under this Section 2.4(g), any liabilities, obligations or commitments that are Assumed Liabilities under Section 2.3(c); (ivh) liabilities for Taxes Any liability, obligation or commitment of Seller or any Selling Subsidiary that relates to, or that arises out of, the employment or termination of the Seller, whether employment with Seller 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; (v) any deferred Taxes Selling Subsidiary 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 Employee employee or former employee of Seller, or any consultant retained by Seller; the Business (ix) any liability to any Governmental entity arising out including as a result 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; ); (i) Any and all obligations, liabilities or commitments (whether or not arising out of the transactions contemplated by this Agreement or any Ancillary Agreement) of Seller, any of the Selling Subsidiaries or any of their ERISA Affiliates (i) under Title IV of ERISA including with respect to any multiemployer plan as defined in Section 3(37) of ERISA, (ii) otherwise relating to any employee benefit or compensation plan, policy, program, agreement or arrangement of any type or (iii) relating to the employment or engagement of any prospective, current or former employees, independent contractors or other workers who provide or have provided services to the Business (as conducted at the relevant time), including pursuant to any third party arrangement; (j) Any Indebtedness or Seller Expenses; (k) Any liability, obligation or commitment that relates to, or that arises out of (i) any suit, action or proceeding pending or, to Seller’s Knowledge, threatened as of the Closing Date or (ii) any violation by Seller or any of its Affiliates of any Law or Contract, in each case of clause (i) and (xiii), to the extent relating to the period of time prior to the Closing; (l) any Any liability arising from the transactions in Article II of this Agreement under “bulk sales” or “bulk transfer” laws; (m) Any liability, obligation or commitment of Seller based on Seller’s actions or omissions occurring after any Selling Subsidiary to any of their respective Affiliates; and (n) Any liability, obligation or commitment of Seller or any Selling Subsidiary to the Closing Dateextent that it exclusively relates to, or arises out of, any Excluded Asset.

Excluded Liabilities. Purchaser shall The parties specifically acknowledge that Buyer is not assume and shall not be responsible assuming any Liability of Seller, except the Assumed Liabilities, whether related to pay, perform the Acquired Assets or discharge any of the following Liabilities or obligations of Seller otherwise (collectively, the “Excluded Liabilities”): ), which Excluded Liabilities include: (a) other than Product Liabilities, any such Liabilities arising at any time (including after the Closing) from the ownership, use or exploitation of the Acquired Assets by Seller or its Affiliates on or prior to Closing; (b) any Liabilities associated with, or arising under, the Excluded Assets; (c) patent and other legal costs and fees relating to the Acquired Intellectual Property that have become due or accrue, arise from or relate to periods prior to Closing; (d) any Liability for Seller’s Indebtedness; (e) any Liability for (i) Liabilities Taxes of Seller (or any stockholder or Affiliate of Seller) or, with respect to a taxable period or portion thereof ending prior to Closing, relating to or arising the Acquired Assets, (ii) Taxes that arise out of the ownership or leasing consummation of the Purchased Property prior to the Closing Date; (ii) any liability arising out of any Action pending as of the Closing Date; Transaction contemplated hereby, or (iii) Liabilities for other Taxes relating to of Seller (or arising out any stockholder or Affiliate of the Focus Factor Business accruing prior to the Closing Date (includingSeller) of any kind or description, without limitation, accrued sales taxes); (iv) liabilities including any Liability for Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a Liability of Buyer under any common law doctrine of transferee or successor liability or otherwise by operation of contract or Law; (f) any Liability for Seller Transaction Expenses; (g) any and all Liabilities arising under, or in connection with, those items set forth on Schedule 2.5; (h) Liabilities arising under any Contracts to which Seller or any Affiliate thereof is or was a party or otherwise bound, including in respect of the performance or non-performance thereunder that is or was required thereunder; or (i) any Liabilities arising under, or in connection with, Seller’s practice under the Granted Licenses, including the making, using or selling of the Nalmefene Implant or the HIV Implant, whether by Seller 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; (v) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Dateits sublicensees.

Excluded Liabilities. Purchaser As of the Closing, Parent or its Affiliates shall not assume retain (or, if necessary, expressly assume), and shall not be responsible to payfor paying, perform performing and discharging when due, and none of Buyer or discharge its Affiliates shall assume (by succession, transfer or assignment or otherwise) or have any responsibility for, any Liabilities of Parent, any Seller or any of their Affiliates or equity owners other than the following Assumed Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): ), including any of the following Liabilities: (i) all Liabilities to the extent relating to or arising out of the Excluded Assets; (ii) all Liabilities relating to or arising out of other assets or businesses of Parent or any of its Affiliates that are not included in the ownership Purchased Assets or leasing related to the Business; (iii) all Liabilities of the Business associated with or relating to Parent or its Affiliates’ ownership, development or sale of any of the Purchased Property Assets or the operation of the Business, including any product liability claims for personal or property damage, injury or death arising out of or related to the use of (A) until the TSA End Date, a non-Disposable Product that is sold or otherwise distributed prior to the Closing Date in any medical procedure that occurs at any time, or (B) a Disposable Product that is a sold or otherwise distributed and used in any medical procedure that occurs prior to the Closing Date; ; (iv) all intercompany payables and loans between Parent and any of its Affiliates, or between any Affiliate of Parent and any other Affiliate of Parent; (v) all Liabilities for (i) Taxes of Parent or any of its Affiliates for any taxable period, (ii) Taxes with respect to the Business or the Purchased Assets for any liability Pre-Closing Tax Period, including Property Taxes allocable to Parent or any Seller under Section 6.03 and (iii) any Conveyance Taxes to be borne by Parent or any Seller pursuant to Section 6.02; (vi) all Liabilities set forth on Schedule 2.02(b)(vi); (vii) all accounts payable and accrued expenses and other current liabilities of Parent or its Affiliates to the extent generated by the Business; (viii) all Liabilities relating to wages, salary, payroll, accrued vacation, accrued sick leave, severance, workers’ compensation, unemployment benefits, pension benefits, post-retirement welfare benefits, equity compensation or profit-sharing arrangements, health care plans or benefits or any other employee plans or benefits of any kind for current or former employees, consultants, or directors of Parent or any of its Affiliates, including, but not limited to, the Business Employees (excluding any such Liabilities relating to employment of Business Employees by the Buyer); and (ix) all Liabilities arising out of any Action pending as of the Closing Date; (iii) Liabilities for Taxes or relating to (A) any grievance or complaint of any current or former employee, consultant or director of Parent or any of its Affiliates arising out of or in connection with any acts or omissions of Parent or any of its Affiliates in connection with the Focus Factor operation of the Business accruing prior to the Closing Date Date, or (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of 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; (vB) any deferred Taxes of loan, employment, severance, retention or termination agreement with 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 Employee or former employee of Seller, stockholder or any employee, consultant retained by Seller; (ix) any liability to any Governmental entity arising out or director 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 under this Agreement Parent or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Dateits Affiliates.

Excluded Liabilities. Notwithstanding anything to the contrary in Section 1.6, Purchaser shall not assume and shall not be responsible to pay, perform have any liability or discharge responsibility for any Liabilities of Sellers or any of their Affiliates (other than the following Transferred Entities) of any kind or nature whatsoever other than the Assumed Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): (i) Liabilities relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; (ii) any liability arising out of any Action pending as of the 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); (iv) liabilities for Taxes of 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; following: (va) any deferred Taxes all Liabilities in respect of any nature; Asbestos Claims (vi) one-half including, for the avoidance of the Transfer Taxesdoubt, 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) any liability to any Governmental entity all such Liabilities 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”) relating to the conduct of any Government entity (i.e., the liability is imposed by the Government entity); (x) any liability of Seller under this Agreement US Business or any other document executed assets, properties or rights (including the “Bendix” ▇▇▇▇) relating thereto); (b) all Liabilities to the extent relating to the Excluded Businesses or the Excluded Assets (including, for the avoidance of doubt, any real property formerly owned, leased or used in connection with the transactions contemplated Business that is not owned, leased or used by this Agreementthe Business as of Closing); (c) all Retained Taxes; (d) all Indebtedness outstanding as of the Effective Time; (e) to the extent provided in Article 7, all Liabilities with respect to the employment or termination of employment prior to Closing of all Former Employees employed in France as of their last termination date with Seller or their Affiliates, and all Liabilities with respect to the Benefit Plans other than the Assumed Benefit Plans; (f) all costs in respect of the shutdown of operations at the Condé Facility, and any Liabilities incurred in connection with the sale, transfer, disposition or shutdown prior to Closing of any facility of the Business in France that is not a Transferred Asset; (g) all accounts and notes payable of any Seller, whether recorded or unrecorded, to divisions of Affiliates of Sellers, other than trade accounts payable to Transferred Entities or other parts of the Business; (h) all Liabilities in respect of Pre-Closing Product Liability Claims and Required Pre-Closing Product Recalls; (i) all Liabilities in respect of Required Pre-Closing Soil/Groundwater Remediation; (j) all Liabilities in respect of Required Pre-Closing Asbestos Remediation; (k) all Liabilities imposed by a Governmental Authority arising from enforcement action taken by a competent Governmental Authority in respect of Pre-Closing Environmental Non-Compliance; (l) subject to Sections 6.12, 11.2(d) and 11.4(d), all Liabilities in respect of TMD Claims; (m) all costs in respect of the shutdown of operations at the Guangzhou Facility; and and (xin) any liability all Liabilities arising out of Seller based or relating to the matters set forth on Seller’s actions or omissions occurring after the Closing DateSchedule 1.7(n).

Excluded Liabilities. Purchaser Other than the Assumed Liabilities expressly assumed pursuant to Section 2.3, Buyer shall not assume and shall not assume, or in any way be responsible to payliable for, perform or discharge any of the following Liabilities or obligations of Seller of any kind, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created, and such Liabilities or obligations shall be retained by Seller (collectively, the “Excluded Liabilities”): ). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, without limitation, the following: (i) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, brokers, investment bankers, finders, advisers and others; (ii) any Liabilities relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; (ii) any liability arising out of any Action pending as of the Closing Date; Excluded Assets; (iii) Liabilities for Taxes relating to or arising out any Indebtedness of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes); Seller; (iv) liabilities any Liabilities of Seller for Taxes any present or former employees, independent contractors or consultants of 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 limitationany Liabilities associated with any claims for wages or other benefits, any Taxes payable by the Seller resulting from bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments made pursuant to this Agreement; (v) 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 or with respect to any Employee Benefit Plan; (v) any Liabilities for trade or former employee accounts payable of SellerSeller with respect to the Business; (vi) any Liabilities for any and all Taxes attributable to the ownership or operation of the Purchased Assets or the Business prior to the Closing (with, for this purpose, Taxes for the period in which the Closing Date occurs that relate to the period ending on the Closing Date shall be considered to be (x) in the case of Taxes imposed on a transactional basis or based upon income, receipts or similar items, the amount of such Taxes as determined based on an interim closing of the books on the Closing Date and (y) in the case of other Taxes, the amount of such taxes for the entire Tax period in which the Closing Date occurs, multiplied by a fraction, the numerator of which is the number of days in the portion of such tax period ending on the Closing Date and the denominator of which is the total number of days in such Tax period); (vii) any Liabilities for legal proceedings against the Seller or any consultant retained of its Affiliates or arising out of or relating to any pre-Closing period, the pre-Closing operation of the Business or the pre-Closing ownership, operation or use of any of the Purchased Assets; (viii) any Liabilities of the Seller arising prior to the Closing under the Assigned Contracts, and any and all Liabilities relating to any breach, act or omission by Sellerthe Seller prior to the Closing under any Assigned Contract; and (ix) any liability to any Governmental entity Liabilities arising out of events, conduct or resulting from Seller’s conditions existing or occurring prior to the Closing that constitute a violation by the Seller or the Business of or non-compliance by the Seller or noncompliance the Business 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 under this Agreement Law or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DatePermit.

Excluded Liabilities. Purchaser shall Notwithstanding anything to the contrary contained in this Agreement or any documents executed in connection with the Transactions, and regardless of whether such Obligations are disclosed in the Schedules or otherwise, except as expressly set forth in Section 1.3 or this Section 1.4, Buyer will not assume and shall not or in any way be responsible to pay, perform or discharge for any Obligations of the following Liabilities Seller Parties or obligations of Seller the Business, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise (collectively, the “Excluded Liabilities”): ), including, without limitation, any: (ia) Liabilities relating indebtedness for borrowed money of the Company (“Indebtedness”); (b) Obligations owed by the Company to any Seller Party or any Affiliates thereof; (c) Obligations related to or arising out of the ownership or leasing of the Purchased Property prior to the Closing DateExcluded Assets; (iid) any liability arising out of any Action pending as of the Closing DateSeller Taxes, subject to Section 6.1; (iiie) Liabilities for Taxes relating Seller Expenses; (f) regardless of whether such Obligation is disclosed in the Schedules or otherwise, Obligations related to or arising out of the Focus Factor operation of the Business accruing or ownership of the Purchased Assets on or prior to the Closing Date (including, without limitation, accrued sales taxes)Effective Time; (ivg) liabilities for Taxes Obligations related to any insurance policies of the SellerCompany; (h) Obligations of the Company related to Environmental Laws; or (i) except for the COBRA obligations described in Section 1.3(e), whether Obligations under Plans or not for severance, other employee benefits or other moneys or damages (including claims under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar law) from or on behalf of any of the employees of the Company who are employed by the Company at any time as of or prior to the Effective Time (or from any federal, state or local governmental agency or authority on behalf of such employees or relating to such claims) involving an alleged employment loss or arising termination as of or prior to the Effective Time, including those which are based upon or arise out of the Focus Factor business execution 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; (v) any deferred Taxes delivery 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with of the transactions contemplated hereby (whether or not such employees are hired by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateBuyer).

Excluded Liabilities. Purchaser Notwithstanding anything to the contrary in this Section 2.01, it is understood and agreed that the Company shall not not, pursuant to this Agreement, assume and shall not or be responsible to pay, perform or discharge liable for any of the following Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): , including the following: (i) Liabilities relating any liabilities and obligations with respect to or arising out of any claims expressly retained by the ownership or leasing of the Purchased Property prior Initial Member pursuant to the Closing Date; Section 2.05; (ii) any liability arising out of any Action pending as liabilities or obligations of the Closing Date; (iii) Liabilities for Taxes relating to or Initial Member arising out of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of 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; (v) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed of the Ancillary Documents; (iii) any legal and accounting fees and expenses incurred by the Initial Member in connection with the consummation of the transactions contemplated by this Agreement; and , except as provided in the Master Purchase Agreement; (xiiv) any indebtedness of the Initial Member for borrowed money; (v) any liability or indebtedness of Seller based on Seller’s actions the Initial Member for contingent liabilities or omissions occurring after liabilities in respect of any injury to any Person or property; (vi) any liabilities or obligations of the Initial Member attributable to an act, omission or circumstances that occurred or existed prior to the Closing Date, other than the Assumed Liabilities; (vii) all liabilities and obligations arising out of or with respect to the Excluded Assets; (viii) all obligations of the Initial Member with respect to any lawsuits, judgments, claims or demands of any nature existing on or prior to the Closing Date that are not listed on Schedule 2.01(c) or otherwise described in Section 2.01(c)(ii); (ix) any claim against or liability of the FDIC in its capacity as receiver for the Failed Thrift or the FDIC as receiver for IndyMac Federal that, under and in accordance with applicable Law, was, is or will be subject to the receivership administrative claims processes administered by the FDIC in its capacity as receiver for the Failed Thrift or the FDIC as receiver for IndyMac Federal pursuant to 12 U.S.C. §1821(d)(3) through (13), including claims and liabilities that are affirmative or defensive, now existing or arising in the future, contingent or fixed, monetary or non- monetary, equitable or legal, or declarative or injunctive; and (x) any claim against or liability based on any alleged act or omission of the Failed Thrift or IndyMac Federal which is not provable or allowable, or is otherwise barred against the FDIC as receiver for the Failed Thrift or the FDIC as receiver for IndyMac Federal under applicable Law, including claims and liabilities that are barred under 12 U.S.C. §§1821(c), (d), (e) (including §1821(e)(3)), (i), or (j); ▇▇ ▇.▇.▇. §▇▇▇▇; ▇▇ ▇.▇.▇. §▇▇▇▇; or 12 U.S.C. §1825.

Excluded Liabilities. Notwithstanding the provisions of Section 2.04(a) or any other provision in this Agreement to the contrary, neither Purchaser nor the Company shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the "Excluded Liabilities"). Without limiting the generality of the following foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (i) any Liabilities of Seller or obligations any of its Affiliates 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; (ii) any Liability for (A) Taxes of Seller (collectivelyor any stockholder or Affiliate of Seller) or relating to the Company, the “Excluded Liabilities”): Equipment, the Project Contracts or the Assumed Liabilities for any Pre-Closing Tax Period; (iB) Taxes that arise out of the consummation of the transactions contemplated hereby; or (C) other Taxes of Seller (or any stockholder or Affiliate of Seller) of any kind or description (including any Liability for Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a Liability of the Purchaser under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (iii) any Liabilities relating to or arising out of the ownership Applicable Permits and Permit Applications; (iv) any Liabilities in respect of any pending or leasing threatened Action arising out of, relating to or otherwise in respect of the Purchased Property operation of the Company or the Equipment or Project Contracts to the extent such Action relates to such operation on or prior to the Closing Date; ; (iiv) any liability arising product Liability or similar claim for injury to a Person or property which arises out of or is based upon any Action pending as express or implied representation, warranty, agreement or guaranty made by Seller or any of its Affiliates, or by reason of the Closing Date; 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 or any of its Affiliates; (iiivi) any recall, design defect or similar claims of any products manufactured or sold or any service performed by Seller or any of its Affiliates; (vii) any Liabilities of Seller for Taxes relating to any present or arising out former employees, officers, directors, retirees, independent contractors or consultants of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of 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; (v) Liabilities associated with any deferred Taxes of any nature; (vi) one-half of the Transfer Taxesclaims for wages or other benefits, if applicable; (vii) any liability of Seller having to do with a business bonuses, accrued vacation, workers' compensation, severance, retention, termination or other than the Focus Factor Business; payments; (viii) any liability Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any actions or omissions of Seller; (ix) any trade accounts payable of Seller or the Company (A) which constitute intercompany payables owing to Affiliates of Seller; (B) which constitute debt, loans or credit facilities to financial institutions; or (C) which did not arise in the ordinary course of business; (x) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of Seller (including with respect to any Employee or former employee breach of Sellerfiduciary obligations by same), or any consultant retained by Seller; except for indemnification of same pursuant to Section 6.03 as Seller Indemnified Parties; (ixxi) any liability Liabilities associated with debt, loans or credit facilities of Seller and/or the Guarantor owing to financial institutions; and (xii) any Governmental entity Liabilities arising out of, in respect 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 under this Agreement or any other document executed in connection with the transactions contemplated failure by this Agreement; and (xi) Seller or any liability of Seller based on Seller’s actions its Affiliates to comply with any Law or omissions occurring after the Closing Dategovernmental order.

Excluded Liabilities. Purchaser Notwithstanding any other provision of this Agreement to the contrary, the Buyer is not assuming and the Sellers shall not assume and shall not be responsible to pay, perform or discharge any of otherwise satisfy, all Liabilities other than the Assumed Liabilities and the following Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): ): (ia) Liabilities relating all Taxes arising from or with respect to the Transferred Assets or arising out the operation of the ownership Business that are incurred in or leasing of the Purchased Property prior with respect to the Closing Date; (ii) any liability arising out period, or any portion of any Action pending as of the Closing Date; (iii) Liabilities for Taxes relating to period, ending on or arising out of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxesexcept as otherwise provided in Section 6.1(g) of this Agreement); for purposes of this Section 2.4(a), real and ad valorem property Taxes imposed with respect to any Transferred Asset shall be apportioned at the Closing based upon the amounts set forth in the current tax bills therefor and the number of days in the taxable period prior to (ivand including) liabilities for Taxes the Closing Date and in the taxable period following the Closing Date; (b) accounts payable of the SellerAsset Sellers; (c) all Liabilities for (i) any judgments or Actions against the Asset Sellers including judgments in favor of the opposing party in, whether or not settlement of, any Action primarily relating to or any matter arising out of the Focus Factor business and whether or not incurred relating to any time prior to Closing and (ii) all costs and expenses incurred in connection with any of the Closing dateforegoing; (d) all Liabilities related to or in connection with employees of the Business other than Transferred Employees; and (e) any Liability or obligation relating to an Excluded Asset, including, without limitation, any Taxes payable by the Seller resulting from payments made pursuant to this Agreement; Liability under any Employee Plan (vincluding (A) incurred but not reported and reported claims under any welfare benefit plan, (B) all long and short term disability claims and (C) any deferred Taxes of any nature; (vi) one-half of the Transfer Taxes, if applicable; (vii) any liability of Seller having workers’ compensation claims incurred or reported prior to do with a business other than the Focus Factor Business; (viii) any liability with respect to any Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 entityClosing); (x) any liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.

Excluded Liabilities. Notwithstanding the provisions of Section 1.3 or any other provision in this Agreement to the contrary, Purchaser shall not assume and shall not be responsible to pay, perform or discharge any obligations or Liabilities of the following Business, the Company or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): ). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (b) any Liability for (i) Taxes of Seller (or any stockholder or Affiliate of Seller) or relating to the Business, the Transferred Assets or the Assumed Liabilities for any period prior to Closing Date; (ii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Seller pursuant to Sections 4.6, 4.7 and 4.9; or (iii) other Taxes of Seller (or any stockholder or Affiliate of Seller) of any kind or description (including any Liability for Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a Liability of Purchaser under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (c) any Liabilities relating to or arising out of the ownership Excluded Assets (including under any Contracts, commitments or leasing understandings related thereto); (d) any Liabilities in respect of any pending or threatened Proceeding arising out of, relating to or otherwise in respect of the Purchased Property operation of the Business or the Transferred Assets to the extent such Proceeding relates to such operation on or prior to the Closing Date; (e) any product Liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Seller, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Seller; (f) any recall, design defect or similar claims of any products manufactured or sold or any service performed by Seller prior to Closing; (g) any Liabilities of Seller arising under or in connection with any Employee Plan providing benefits to any present or former employee of Seller; (h) any Liabilities of Seller for any present or former employees, officers, directors, retirees, independent contractors or consultants of Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments; (i) any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any actions or omissions of Seller; (j) any trade accounts payable of Seller (i) arising out of or relating to the operation of the Business and the Transferred Assets on or prior to the Closing Date; (ii) any liability arising out which constitute intercompany payables owing to Affiliates of any Action pending as of the Closing DateSeller; (iii) Liabilities for Taxes relating which constitute debt, loans or credit facilities to financial institutions; or arising out of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes which did not arise in the ordinary course of business; (k) any Liabilities of the Seller, whether or not Business relating to or arising out from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Focus Factor business and whether or not incurred prior to the Closing date, including, without limitation, any Taxes payable Transferred Assets issued by the Business’ customers to Seller resulting from payments made on or before the Closing; (ii) did not arise in the ordinary course of business; or (iii) are not validly and effectively assigned to Purchaser pursuant to this Agreement; (l) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of Seller (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 5.3 as Seller Indemnitees; (m) any Liabilities under the Excluded Contracts or any other Contracts, including Intellectual Property Agreements, (i) which are not validly and effectively assigned to Purchaser pursuant to this Agreement; (vii) any deferred Taxes of any nature; (vi) one-half of which do not conform to 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 representations and warranties with respect thereto contained in this Agreement; or (iii) to any Employee or former employee of Seller, or any consultant retained by Seller; (ix) any liability to any Governmental entity arising the extent such Liabilities arise out of or resulting from Seller’s compliance or noncompliance with any law, regulation, order, injunction, judgment, decree, ruling, assessment or award relate to a breach by Seller of such Contracts prior to Closing; (an “Order”) of any Government entity (i.e., the liability is imposed by the Government entity); (xn) any liability Liabilities associated with debt, loans or credit facilities of Seller under this Agreement and/or the Business owing to financial institutions; and (o) any Liabilities arising out of, in respect of or any other document executed in connection with the transactions contemplated failure by this Agreement; and (xi) Seller or any liability of Seller based on Seller’s actions its Affiliates to comply with any Law or omissions occurring after the Closing DateGovernmental Order.

Excluded Liabilities. Purchaser Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible obligated or deemed to assume or be obliged to pay, perform or otherwise discharge any of the following Liabilities or obligations Liability of Seller or any Affiliate of Seller or relating to the Business and Seller and its Affiliates shall be solely and exclusively liable with respect to all such Liabilities, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”): ). For the avoidance of doubt, the Excluded Liabilities with respect to Seller include, but are not limited to, the following: (i) Liabilities any Liability of Seller or its Affiliates, or for which any of Seller or its Affiliates is liable, arising out of, or relating to, or in connection with the administration of the Bankruptcy Case or the negotiation, execution, and consummation of the transactions contemplated by this Agreement or any other Transaction Document (including any preparation for a transaction process, bankruptcy process, any sale process involving other potential buyers or any contemplated public offering or financing), whether incurred prior to, at or subsequent to the Closing Date, including, without limitation, all finder’s or broker’s fees and expenses and any and all fees and expenses of any representatives of Seller; (ii) any Liability incurred by Seller or its directors, officers, managers, stockholders, members, partners, agents or employees (acting in such capacities), including all indemnification claims; (iii) any Liability of Seller to any Person on account of any Action or Claim; (iv) any Liability relating to or arising out of the ownership ownership, possession or leasing operation of an Excluded Asset; (v) any Liability of Seller or related to the Purchased Property Business that arises under or relates to a violation of Environmental Laws or to the release, treatment, storage, disposal or other management of a Hazardous Material prior to the Closing Date; ; (iivi) any liability arising out of any Action pending as of the Closing Date; (iii) Liabilities for Taxes relating to all checks and drafts that have been written or arising out of the Focus Factor Business accruing submitted by Seller prior to the close of business on the Closing Date but have not yet cleared; (including, without limitation, accrued sales taxes); (ivvii) liabilities for Taxes any Liability of the Seller, whether or not relating to or arising out of the Focus Factor business and whether or not incurred prior to the Closing dateSeller under any indebtedness, including, without limitation, indebtedness for borrowed money, any Taxes payable by the Seller resulting from payments made pursuant indebtedness owed to this Agreement; (v) any deferred Taxes stockholder or other Affiliate of Seller, and any nature; (vi) one-half of the Transfer Taxes, if applicable; (vii) Contract evidencing any liability of Seller having to do with a business other than the Focus Factor Business; such financing arrangement; (viii) all Liabilities (whether arising prior to, on or after the Closing Date) in respect of any liability with respect to any Employee employee, officer, director or former employee independent contractor of Seller, Seller or any consultant retained by Seller; of its Affiliates; (ix) any and all Liabilities arising under any Benefit Plans; (x) all Liabilities in respect of Taxes, including Liabilities in respect of Taxes arising out of the conduct of the Business or ownership of the Acquired Assets; (xi) all Rejection Damages Claims; (xii) any and all Liabilities in connection with customer claims against Seller or any of its Subsidiaries, whether known or unknown, including (A) product warranties returns, rebates, credits and related claims and any Actions related to product liability claims relating to, resulting from, caused by or arising out of ownership, operation or control of the Business and (B) any and all warranties, representations and guarantees made to any Governmental entity suppliers, manufacturers and contractors relating to products sold, or services provided, in the case of each of (A) and (B) to the extent accruing, arising out of or relating to events, occurrences, acts or omissions occurring or existing on or prior to the Closing Date; (xiii) all Liabilities, other than those under this Agreement, owed to Seller or its Affiliates, including intercompany debt, loans or payables; (xiv) all Liabilities related to the WARN Act, to the extent applicable, with respect to employees of Seller, and for any Action resulting from Seller’s such employees’ separation of employment prior to or on the Closing Date, as with respect to all periods prior to the Closing Date, Seller shall remain liable and responsible for compliance with, as well as any liability which may arise or noncompliance exist under the WARN Act with any law, regulation, order, injunction, judgment, decree, ruling, assessment or award (an “Order”) respect to the termination of any Government entity (i.e., the liability is imposed by the Government entity); (x) any liability employee of Seller under this Agreement prior to or any on the Closing Date; and (xv) other document executed in connection than as specifically set forth herein, fees or expenses of Seller incurred with respect to the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.

Excluded Liabilities. Purchaser shall not Neither Buyer nor the Companies will assume and shall not or will be responsible obligated to pay, perform perform, or otherwise discharge any of the following Liabilities liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): ): (ia) Liabilities relating to any liabilities or arising out obligations of the ownership or leasing of the Purchased Property prior Seller to the Closing Date; extent related to any Excluded Assets; (iib) any liability arising out liabilities or obligations of Seller in respect of indebtedness for borrowed money or the deferred purchase price of property; (c) any Action pending as liabilities or obligations in respect of the 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); (iv) liabilities for Taxes of the Seller, whether Seller 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; (v) 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 Employee or former employee Tax Affiliate of Seller, or any consultant retained by Seller; (ix) 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 for unpaid Taxes of any Person under this Agreement Treasury regulation section 1.1502-6 (or similar provision of state, local, or foreign law) as a transferee or successor, by contract or otherwise, except for Taxes for which Buyer or the Companies are liable pursuant to Section 8.7; (d) any other document executed and all liabilities arising in connection with the transactions contemplated by this Agreement; and (xi) ERISA Case and, except as otherwise provided in Section 2.6 or Section 8.8, any other liability or obligation of Seller or an ERISA Affiliate of Seller to any employee of Seller under or in connection with any of the Benefit Plans, including under any deferred compensation arrangement or severance policy or any obligation to make any parachute or retention payment, including any liability related to the matters set forth on Schedule 5.12(d); and (e) except as set forth in Section 2.6, any other liability, obligation, duty or responsibility of Seller based on Seller’s actions not principally related to the Purchased Assets or omissions occurring after the Closing DateBusiness.

Excluded Liabilities. Purchaser shall Notwithstanding anything to the contrary set forth in Section 2.1(c) or elsewhere in this Agreement, the Acquiror is not assume and shall not be responsible assuming or agreeing to pay, perform pay or discharge any of the following Liabilities of the Company or obligations of Seller its Subsidiaries other than the Assumed Liabilities (collectively, the “Excluded Liabilities”): ), including, for the avoidance of doubt: (i) Liabilities relating to any Indebtedness (including any interest thereon or arising out other amounts payable in connection therewith) of the ownership Company or leasing any of the Purchased Property prior to the Closing Date; its Subsidiaries; (ii) any liability Liability set forth in Section 2.1(d)(ii) of the Disclosure Schedule; (iii) any Liability arising out of any Action pending as of the Closing Date; (iii) Liabilities for Taxes or relating to or arising out of the Focus Factor Business accruing prior to the Closing Date any Excluded Asset (including, without limitationfor the avoidance of doubt, accrued sales taxesoutstanding checks); ; (iv) liabilities any Liability (A) for Taxes of the SellerCompany or any of its Subsidiaries or (B) for Taxes, whether or not accrued, assessed or currently due and payable relating to the operation or ownership of the Business or the Transferred Assets for any Pre-Closing Tax Period; provided, that Taxes for a Straddle Period shall be apportioned in the manner described in Section 7.1 hereof; (v) all Liabilities of the Company or any of its Subsidiaries arising out of the Focus Factor business and whether or not incurred prior relating to the Closing dateCompany Plans, including, without limitation, any Taxes payable by except to the Seller resulting from payments made pursuant to this Agreement; (v) any deferred Taxes of any nature; extent included in the Assumed Liabilities; (vi) one-half all Liabilities of the Transfer Taxes, if applicable; Company or any of its Subsidiaries arising out of or relating to the operation or conduct by the Company or any of its Subsidiaries of any business other than the Business; (vii) any liability of Seller having to do with a business other than the Focus Factor Business; Liability for any intercompany accounts payable (including trade accounts payable); (viii) any liability with respect to of the Company’s Liabilities under this Agreement, any Employee or former employee of SellerAncillary Agreement, the Disclosure Schedule and any other agreements entered into by the Company or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed its Subsidiaries in connection with the transactions contemplated by this Agreement; and ; (ix) any Liability arising out of or relating to the Retained Litigation; (x) any Liability arising out of or relating to any Action relating to or otherwise in respect of the operation of the Business or the Transferred Assets prior to the Closing Date, including, for the avoidance of doubt, the matters set forth on Section 2.1(d)(x) of the Disclosure Schedule; (xi) any liability Liability arising out of Seller based on Seller’s actions or omissions occurring after relating to any Excluded Assets; (xii) all Liabilities under Shared Contracts to the extent not transferred to the Acquiror or its Affiliates in accordance with Section 5.5; (xiii) all Liabilities under the IT Asset Contracts to the extent not transferred to the Acquiror or its Affiliates; (xiv) all Liabilities (A) (1) under any Environmental Laws or otherwise arising out of or relating to any Environmental Condition relating to the period prior to the Closing Dateand (2) with respect to operations of the Business prior to the Closing at the Leased Real Property or any former real property used by the Business or (B) relating to the use, application, malfunction, defect, design, operation, performance or suitability of any Product sold or distributed prior to the Closing by or on behalf of, or service of the Business rendered prior to the Closing by or on behalf of, the Company or any of its Subsidiaries to any Person; (xv) any Liability involving current or former employees, directors and individual independent contractors of the Company or its Subsidiaries, including with respect to any wages, bonuses, commissions, independent contractor or agent payments, payroll, workers’ compensation, unemployment benefits, severance, change of control bonuses, success bonuses, stay or retention obligations, or any other similar payments, in each case except to the extent included in the Final Net Working Capital or the Assumed Liabilities; (xvi) discontinued operations of the Business, including product lines that have been disposed of, and including, for the avoidance of doubt, any operations in respect of Harsco Industrial Air-X-Changers Pty. Ltd.; and (xvii) all Transaction Expenses.

Excluded Liabilities. Notwithstanding the provisions of Section 1.4(a), Purchaser shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of the following Business or the Sellers other than Assumed Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): ). Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following: (i) all Liabilities (other than Liabilities of the Transferred Entities) relating to Taxes for which Chemtura is required to provide indemnification to Purchaser pursuant to Section 5.14(a); (ii) all Liabilities, including Liabilities arising under Environmental Laws, to the extent related to the Transferred Entities Excluded Assets or the Excluded Assets, including all Liabilities relating to or arising out any business of Sellers other than the ownership or leasing of the Purchased Property prior to the Closing Date; (ii) any liability arising out of any Action pending as of the Closing Date; Business; (iii) Liabilities for Taxes relating all notes payable and Indebtedness of any Seller owed to any Person other than the Transferred Entities or arising out other parts of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes); Business; (iv) liabilities for Taxes all notes and accounts payable (other than any trade accounts payable taken into account and reflected in the Closing Working Capital) of any Transferred Entity to any of the Seller, whether Sellers 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; their respective Affiliates (other than a Transferred Entity); (v) any deferred Taxes all accounts payable of any nature; (vi) one-half Seller relating to the purchase of the Transfer Taxesraw materials, 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement packaging or any other document executed assets which will be used following the Closing in connection with the transactions contemplated by this AgreementSupply Agreements; and and (xivi) except as otherwise provided in Section 5.9, any Liabilities arising in connection with or relating to (A) any liability of Seller based on Seller’s actions U.S. Benefit Plan or omissions occurring after the Closing DateForeign Benefit Plan or (B) any Transferred U.S. Employee under any collective bargaining agreement or Multiemployer Plan.

Excluded Liabilities. Purchaser Notwithstanding anything contained herein to the contrary, Buyer shall not not, nor shall any of its Affiliates, assume or cause to be assumed, or be deemed to have assumed and shall not be liable or responsible to pay, perform or discharge any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or after the date hereof) of Seller or any of its Affiliates, other than Assumed Liabilities, including, without duplication: (a) if applicable, all expenses related to assignments or transfers of Intellectual Property Assets made to Seller by Affiliates of Seller or predecessors-in-interest of the following Acquired Assets prior to Closing (or on or after the Closing Date in connection with any IP Title Defect Corrections Actions required under and pursuant to Section 6.12), including all such legal expenses and filing fees for recordation with applicable Governmental Entities; (b) any and all liabilities for (i) Taxes of or imposed on Seller for any period, (ii) Taxes related or attributable to the Acquired Assets for any taxable period or portion thereof ending on or before the Closing Date, (iii) Transfer Taxes, (iv) Taxes of any Person for which Seller or any beneficial owner of Seller is liable under Treasury Regulation Section 1.1502-6 (or any similar provision of any state, local or non-U.S. Law), or as a transferee or successor or under any Contract or otherwise and (v) Taxes pertaining to the Excluded Assets or the Excluded Liabilities for any period; (c) any liabilities or obligations arising out of or relating to the employment or termination of employment of any employee or consultant of Seller or any of its Affiliates (including under any employment or related benefits plans), including, all liabilities or obligations arising out of or relating to the termination of any such employee on or after the Closing; (d) liabilities or obligations of Seller arising from an audit, notice of action, penalty, complaint or investigation by the United States Customs and Border Protection, the United States Customs Services or any other Governmental Entity or otherwise relating to any claim of violation of or non-compliance with any Law; (e) liabilities and obligations of arising from the operations of the ▇▇▇▇▇ Business; (f) any amounts due to Seller’s Affiliates; (g) all Transaction Costs of Seller and its Affiliates; (h) any liabilities or obligations of Seller or any of its Affiliates under any Contract or oral agreement other than the Assigned Contracts; (i) any liabilities or obligations of Seller, its Affiliates or the ▇▇▇▇▇ Business prior to the Closing, whether or not such other liabilities or obligations arose before, at or after the Closing; (j) any liabilities or obligations of Seller or any of its Affiliates that relate to any indemnity, defense or hold harmless provision or agreement for occurrences prior to the Closing Date; or (k) any liability, obligation or Taxes related to the Excluded Assets (such liabilities or obligations that are not Assumed Liabilities, collectively, the “Excluded Liabilities”): (i) Liabilities relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; (ii) any liability arising out of any Action pending as of the 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); (iv) liabilities for Taxes of 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; (v) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.

Excluded Liabilities. Neither Newco nor Purchaser shall assume any Liabilities, commitments or obligations (contingent or absolute and whether or not assume and shall not be responsible to pay, perform or discharge any determinable as of the following Closing) of any Seller or ▇▇▇▇▇▇’▇ (including any predecessor), except for the Assumed Liabilities as specifically and expressly provided for above, whether such Liabilities or obligations of Seller relate to payment, performance or otherwise, and all Liabilities, commitments or obligations not expressly transferred to Newco hereunder as Assumed Liabilities (collectively, the “Excluded Liabilities”): ) shall be retained or assumed by the Sellers and ▇▇▇▇▇▇’▇, who shall remain liable therefor. For the avoidance of doubt and without limitation to the foregoing, all of the following shall be considered Excluded Liabilities (whether or not disclosed, referred to, accrued or reserved for on the Financial Statements or any Disclosure Schedule or Exhibit hereto): (i) any Liabilities or obligations in respect of any Funded Indebtedness of ▇▇▇▇▇▇’▇, any Seller or Newco; (ii) any Liabilities or obligations arising out of, resulting from or relating to (A) any claim, obligation or litigation, regardless of when made, asserted, or instituted, arising out of or relating to the conduct of the Business or events or conditions at the Premises prior to the Closing so long as any such claim, obligation or liability is not scheduled on Schedule 1.1.2(a)(i), (B) the California Break-Pay Litigation or (C) claims or expenses incurred but not yet reported as of the Closing; (iii) any Liabilities or obligations, whether or not reflected in the Financial Statements, in respect of escheatable property or the failure to properly account for, report and remit such property to any applicable Governmental Authority; and (iv) any claims, Liabilities or obligations arising out of, resulting from or relating to the Excluded Assets, including the Excluded Contracts; (v) any Liabilities or obligations arising pursuant to Environmental Laws in respect of the ownership or operation of the Business or its properties or facilities prior to the Closing; (vi) (A) any Liability or obligation relating to or arising under any Corporation Benefit Plan, any “employee benefit plan” (as defined in Section 3(3) of ERISA), or any other benefit plan, program or arrangement at any time maintained, sponsored, contributed or required to be contributed to by Sellers, ▇▇▇▇▇▇’▇ or any of their Affiliates, or with respect to which Sellers, ▇▇▇▇▇▇’▇ or any of their Affiliates has any current or potential Liability or obligation, and (B) any Liability or obligation arising out of, relating to or incurred in connection with the employment or service by, or termination from employment or service with (including in connection with the Restructuring), Sellers, ▇▇▇▇▇▇’▇ or any of the ownership their Affiliates, of any Person, including any and all Liabilities or leasing obligations pertaining to any salary or wages, bonuses or any other type of the Purchased Property prior compensation or benefits except to the extent accrued in the Working Capital as set forth on the Closing Date; Financial Statements; (iivii) any liability Liability arising out of from any Action pending claim as set forth on Schedule 1.1.2(b)(vii); and (viii) claims or expenses incurred but not yet reported as of the 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); (iv) liabilities for Taxes of 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; (v) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.

Excluded Liabilities. Purchaser Notwithstanding the provisions of Section 1.04 or any other provision in this Agreement to the contrary, Assets Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following Liabilities or obligations of Seller or any of its Affiliates (collectively, other than TMS Sub) of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”): ). Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following: (a) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others, including the Seller Transaction Expenses; (b) any Liability for, without duplication, (i) all Taxes of, imposed on or owed by Seller (or any stockholder or Affiliate of Seller) for any period; (ii) all Taxes relating or attributable to the Excluded Assets or Excluded Liabilities for any period; (iii) all Taxes relating to the Business or the Purchased Assets (including Taxes described in Section 5.08(e)(i)), or the Assumed Liabilities related to any Pre-Closing Tax Period and any Straddle Period (such Taxes for a Straddle Period determined in accordance with the principles of Section 5.08(e)); (iv) Transfer Taxes that are the responsibility of Seller pursuant to Section 5.08(f)); or (v) all Taxes of Seller (or any stockholder or Affiliate of Seller) of any kind or description (including any Liability for Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a Liability of Assets Buyer under any common law doctrine of de facto merger or transferee or successor liability, any bulk sales, bulk transfer or similar Laws or otherwise by operation of contract or Law); (c) any Liabilities relating to or arising out of the ownership Excluded Assets; (d) any Liabilities in respect of any pending or leasing threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Property Assets to the extent such Action relates to such operation on or prior to the Closing Date; ; (iie) any liability Liabilities relating to, arising under or in connection with any Seller Debt; (f) any Liabilities relating to, arising under or in connection with any Benefit Plan; (g) any recall, design defect or similar claims of any products manufactured or sold by Seller; (h) 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 any of its Affiliates, 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 by Seller or any of its Affiliates or any service performed by Seller; (i) any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any Action pending as actions or omissions of the Closing Date; Seller; (iiij) any Liabilities for Taxes of Seller relating to any present or arising out former employees, agents or independent contractors of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of 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 Liabilities associated with any claims for (i) wages or other benefits; (ii) workers’ compensation; or (iii) accrued and unused vacation, sick leave and other paid time off, in each case except to the extent included on Exhibit A as current liabilities and taken into account in the calculation of Working Capital as of Closing; (k) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of Seller (including with respect to any breach of fiduciary obligations by same); (l) any Liabilities under the Seller resulting from payments made Excluded Contracts or any other Contracts, including Intellectual Property Licenses, (i) which are not Business Contracts; (ii) which are not validly and effectively assigned to Assets Buyer pursuant to this Agreement; (viii) any deferred Taxes of any nature; (vi) one-half of which do not conform to 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 representations and warranties with respect thereto contained in this Agreement; or (iv) to any Employee or former employee of Seller, or any consultant retained by Seller; (ix) any liability to any Governmental entity arising the extent such Liabilities arise out of or resulting from Seller’s compliance or noncompliance with any law, regulation, order, injunction, judgment, decree, ruling, assessment or award relate to a breach by Seller of such Contracts prior to Closing; and (an “Order”m) of any Government entity (i.e., the liability is imposed by the Government entity); (x) any liability those Liabilities of Seller under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based specifically set forth on Seller’s actions or omissions occurring after the Closing DateSchedule 1.05(m).

Excluded Liabilities. Notwithstanding the provisions of SECTION 1.3, it is expressly understood and agreed that there shall be excluded from the liabilities and obligations being assumed by Purchaser shall not assume and shall not be responsible to payhereunder, perform or discharge any net of all of Purchaser's Third Party Proceeds, the following Liabilities or liabilities and obligations of either Seller or its Affiliate (collectively, the “Excluded "EXCLUDED LIABILITIES"): (a) all liabilities and obligations for any indebtedness for borrowed money of either Seller or any of its Affiliates, except to the extent reflected on the Closing Date Balance Sheet; (b) all Seller Retained Environmental Liabilities”): ; (c) any inter-company payables or inter-company loans owed to either Seller or any of its Affiliates from the Business, in each case to the extent not reflected on the Closing Date Balance Sheet; (d) all liabilities or obligations to the extent not relating to the Business or the Purchased Assets; (e) all liabilities and obligations attributable to any acts or omissions to act taken or omitted to be taken by either Seller (or any of its Affiliates) prior to the Effective Time, including breach of Business Contracts by either Seller or any of its Affiliates, violations by either Seller or any of its Affiliates of any applicable Laws (except to the extent a liability or obligation arises under any Environmental Law, which is separately addressed in SECTIONS 1.3(e) and 1.4(b)) and any and all Legal Proceedings filed against either Seller or their Affiliates before the Effective Time, including the Legal Proceedings set forth in SECTION 4.14 of the Seller Disclosure Schedule; (f) all liabilities and obligations attributable to any actions or omissions by or on behalf of either Seller or its predecessors during the period prior to the Effective Time (except to the extent of (i) Liabilities liabilities or obligations that arise under any Environmental Law, which are separately addressed in SECTIONS 1.3(e) and 1.4(b), or (ii) liabilities or obligations that arise as a result of actions or omissions of Purchaser or its Affiliates); (g) all liabilities and obligations under the distribution agreements pertaining to the CareFill closed loop perchloroethylene delivery system (the "CAREFILL DRYING CLEANING BUSINESS"), the Perchloroethylene Agency Agreement, dated May 1, 1992, between Vulcan and RR Street & Company, Inc. (the "RR STREET AGREEMENT") and any other contracts, agreements or arrangements of either Seller relating to dry-cleaning applications of perchloroethylene, except to the extent expressly provided in SECTION 6.8; (h) except to the extent expressly provided in SECTION 10.1, all liabilities and obligations related to (i) any employee benefit or arising out compensation plan, program or policy maintained, sponsored or contributed to by either Seller or any of its Affiliates, or any trust, insurance or other arrangement pursuant to any such plan, program or policy and (ii) employees or former employees of either Seller or any of its Affiliates prior to, on or after the ownership Closing Date (including Transferred Business Employees prior to the Employment Date pertaining to such Transferred Business Employees), other than those liabilities and obligations assumed under SECTION 1.3(d); (i) all liabilities and obligations for any Taxes (other than Transfer Taxes that are Purchaser's responsibility pursuant to SECTION 10.5) of either Seller (or leasing any of its Affiliates) relating to Taxes, the Purchased Property prior Assets or the Business for any taxable period or portion thereof ending on or before the Closing Date, including real and personal property taxes which shall be prorated on a daily basis to the Closing Date; (ii) any liability arising out of any Action pending as of , in each case to the Closing Date; (iii) Liabilities for Taxes relating to or arising out of the Focus Factor Business accruing prior to extent not reflected on the Closing Date Balance Sheet. To the extent Purchaser (includingor any of its Affiliates) is billed for any Taxes which are Excluded Liabilities, without limitationPurchaser shall notify Vulcan in writing thereof prior to paying any such Taxes, accrued sales taxes); (iv) liabilities for Taxes of the Seller, whether or not and Vulcan shall be entitled to pursue and control any Tax Contest 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 that are Excluded Liabilities. If within ten (10) calendar days after Vulcan receives such written notice from Purchaser, Vulcan shall not have objected to Purchaser's written notice, Vulcan shall pay to Purchaser an amount equal to such Taxes. In the event that Vulcan objects to Purchaser's written notice within such ten (10) day period, Purchaser and Vulcan shall negotiate in good faith to resolve such dispute. If Vulcan and Purchaser are unable to reach an agreement within thirty (30) days after Vulcan's receipt of Purchaser's written notice, the dispute shall be resolved by an independent, nationally recognized firm of accountants mutually selected by the Seller resulting from payments made pursuant to this Agreement; parties (v) any deferred Taxes the "ACCOUNTANT"). Each 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 Employee or former employee of Seller, or any consultant retained Purchaser and Vulcan shall bear all fees and costs incurred by Seller; (ix) 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 under this Agreement or any other document executed it in connection with the transactions contemplated by this Agreement; resolution of such dispute, except that the parties shall each pay fifty percent (50%) of the fees and (xi) any liability expenses of Seller based on Seller’s actions or omissions occurring after the Closing DateAccountant.

Excluded Liabilities. Purchaser Except for the Assumed Liabilities which shall be assumed by Buyer in Section 1.3 above, Buyer shall not assume and shall or be obligated for any other liability, obligation or commitment of Seller, direct or indirect, known or unknown, absolute or contingent whenever arising, and, by way of illustration but not be responsible to paylimitation, perform or discharge for any of the following Liabilities liabilities, obligations or obligations commitments of Seller (collectively, the “"Excluded Liabilities”): "): (ia) Liabilities relating Any foreign, federal, state, county or local income tax applicable to the Seller (the "Income Taxes"); (b) Any liability of Seller to any of its Affiliates except for those arising from the purchase of products in the ordinary course of business at fair market value; (c) Any liabilities in respect of injury to or death of any person or damage to or destruction of any property, whether based on negligence, strict liability, enterprise liability or any other legal or equitable theory, arising out in respect of the ownership any products manufactured or leasing sold by Seller or any of the Purchased Property Seller's predecessors on or prior to the Closing Date; (ii) any liability arising out of any Action pending as of the 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); (iv) liabilities for Taxes of the Seller, whether or not relating such liabilities are described, listed or referred to on any schedule hereto; (d) Any liability, obligation, or arising out commitment of Seller to any of its employees (other than the Focus Factor business Assumed Employee Liabilities) including compensation, medical and whether workers' compensation and benefit payments and any liability, obligation, or not incurred prior to the Closing datecommitment of Seller under any Employee Plan as defined in Section 2.17, including, without limitationbut not limited to, any Taxes payable Employee Plan listed on Schedule 2.17; (e) Any cost, broker's or finder's fee or expense incurred by the Seller resulting from payments made pursuant incident to this Agreement; (v) any deferred Taxes its negotiation and preparation 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement and its performance and compliance with the agreements and conditions contained herein; (f) Any liability for any sales or any other document executed in connection with transfer taxes incident to the transactions contemplated hereby; (g) Any liability, obligation or commitment incurred by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date; (h) Any liability for that certain Employment Agreement by and between the Seller and ▇▇▇ ▇▇▇▇▇▇▇ (the "▇▇▇▇▇▇▇ Agreement"); and (i) Any other liability, obligation or commitment not expressly assumed by Buyer hereunder, whether arising prior to, on, or after the Closing except to the extent such liability, obligation or commitment is an Assumed Liability.

Excluded Liabilities. Purchaser Notwithstanding anything to the contrary in this Agreement, Buyer shall not assume assume, and Seller and its Affiliates shall not be responsible to retain, pay, perform or and discharge any of the following when due, all Liabilities or obligations of Seller and its Affiliates arising out of or related to the Product and the Business prior to the Closing Date (collectively, the “Excluded Liabilities”): ), except for any post-Closing Date liabilities expressly agreed to be assumed by Buyer pursuant to this Agreement. The Excluded Liabilities shall include the following: (ia) account payables and Liabilities relating of Seller or any of its Affiliates for materials and services with respect to or arising out the manufacture of the ownership Product or leasing of the Purchased Property Inventory prior to the Closing Date; ; (iib) any liability arising out Tax payable with respect to any business, asset, property or operation of Seller or any member of any Action pending as affiliated group of the Closing Date; which Seller is a member (iii) Liabilities for including any Taxes relating to or arising out of the Focus Factor Business accruing operation of the Business) arising out of, directly or indirectly, the Assets or the ownership, control, lease, or license of any of the Assets for any pre-Closing Tax period, other than any Tax for which Buyer is responsible pursuant to Section 10.03; (c) any Liability of Seller or any of its Affiliates arising out of or relating to any Excluded Asset or arising out of the operations or conduct by Seller or its Affiliates of any business other than the Business; (d) any Liability of Seller or any of its Affiliates arising out of or relating to independent contractors or employees, including any Liability with respect to employment, compensation or benefits (including severance and benefit plans) for the present or future employees of Seller for all employment relating to the Business; (e) all Liabilities of Seller and any of its Affiliates arising out of any product liability, patent infringement, breach of warranty or claim for injury to person or property whenever asserted which resulted from the use or misuse of Product sold prior to the Closing Date (includingincluding all proceedings relating to any such Liabilities); (f) all Liabilities of Seller and any of its Affiliates arising out of government seizures, without limitationfield corrections, accrued sales taxes); withdrawals or recalls of Product sold prior to the Closing Date, whether claimed prior to, on or after the Closing Date; (ivg) liabilities for Taxes all Liabilities of Seller and any of its Affiliates with respect to any litigation or other claims to the extent arising from any event, circumstance or condition occurring or alleged to have occurred prior to the Closing Date; (h) all Liabilities of Seller and any of its Affiliates arising out of user or other similar fees payable to the FDA or other Governmental Authority in the Territory to the extent such fees are payable on account of the Selleroperation of the Business prior to the Closing Date; (i) all Liabilities of Seller and any of its Affiliates arising out of or related to the use, maintenance, occupancy or possession of the Catalent Facility or the Manufacturing Equipment prior to and during the term of the Supply Agreement, and all Liabilities arising out of or related to the cleaning and removal of such Manufacturing Equipment from the Catalent Facility (except for those costs and expenses of Seller to be reimbursed by Buyer pursuant to the Supply Agreement), and the restoration of the Catalent Facility to its prior condition; and (j) all other Liabilities of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not relating to or accrued, arising out of or relating to, directly or indirectly, the Focus Factor business and whether or not incurred Seller’s operation of the Business prior to the Closing date, including, without limitation, any Taxes payable by the Seller resulting from payments made pursuant to this Agreement; (v) any deferred Taxes of any nature; (vi) one-half Date or Seller’s ownership of the Transfer Taxes, if applicable; Assets (viiincluding the Product) any liability of Seller having prior to do with a business other than the Focus Factor Business; (viii) any liability with respect to any Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.

Excluded Liabilities. Purchaser shall Except for the Assumed Liabilities, Buyer will -------------------- not assume and shall not or otherwise be responsible for any liabilities or obligations of Seller, FMT or any other Affiliates of Seller or FMT, as the case may be, whether attributable to paythe System or otherwise, perform direct or discharge indirect, known or unknown, absolute or contingent, and, by way of illustration but not limitation, for any of the following Liabilities liabilities, obligations or obligations of Seller commitments (collectively, the “"Excluded Liabilities”): "): (ia) Liabilities relating to any foreign, federal, state, county or local income or other tax arising out from the operation of the System or the ownership or leasing of the Purchased Property Assets prior to the Closing Date; ; (iib) any liability arising out to any Affiliates of Seller or ▇▇▇▇▇▇; (c) any Action pending as of the Closing Date; (iii) Liabilities for Taxes relating to cost, broker's or arising out of the Focus Factor Business accruing prior finder's fee or expense incurred incident to the Closing Date negotiation or preparation of this Agreement or the performance and compliance with the agreements and conditions contained herein; (includingd) any liability, without limitation, accrued sales taxes); (iv) liabilities for Taxes obligation or commitment to creditors or to any party holding a lien on any assets of the Seller, whether FMT or not relating to any other Affiliates of Seller or arising out of FMT, as the Focus Factor business and whether or not incurred prior to the Closing date, case may be,; (e) any employee obligation (except as provided in Section 1.3) including, without limitation, any Taxes payable by obligation for wages, commissions, vacation and holiday pay, sick pay, bonuses, severance pay, retiree medical benefits, withdrawal liability under the Seller resulting from payments made pursuant to this Agreement; Multi-Employer Pension Plan Amendment Act of 1980, as amended, or any obligation under any collective bargaining agreement, employment agreement or employment at-will relationship; (v) any deferred Taxes of any nature; (vi) one-half of the Transfer Taxes, if applicable; (viif) any liability imposed by the Worker Adjustment Retraining and Notification Act, 29 U.S.C. 2101 et.seq. ("WARN") in connection with the notice or failure to provide notice of a plant closing or termination of employees; (g) subject to section 10.8, any liability for any sales or transfer taxes incident to the transactions contemplated hereby; (h) any liability, obligation or commitment of Seller, FMT or any other Affiliates of Seller having to do with a business other than or FMT, as the Focus Factor Business; case may be, incurred after the Closing Date; (viiii) any liability with respect to the existence of which would constitute a breach of any Employee or former employee of Sellerthe representations, or warranties and covenants of any consultant retained by Seller; party other than Buyer hereunder; (ixj) 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”) for violation of any Government entity Environmental Law (i.e., the liability is imposed by the Government entity); as defined in section 4.6) except as otherwise provided in section 4.6; (xk) any liability of Seller under this Agreement or the ▇▇▇▇▇▇ Agreement; or (l) any other document executed in connection with the transactions contemplated liability, obligation or commitment not expressly assumed by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateBuyer hereunder.

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Purchaser shall not assume and shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible to pay, perform or discharge for any of the following Liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or its Affiliates other than the Assumed Liabilities (collectivelysuch obligations and Liabilities not assumed hereunder, which include any and all Liabilities (a) in respect of Taxes (i) relating to Seller for the Assets or Rent, Dues and Storage Activities for any Pre-Effective Date Period or (ii) of Seller or any of its Affiliates for Taxes of any Person under Treasury Regulation Section 1502-6 (or any similar provision of state, local or non-U.S. Law) as a transferee or successor, by contract or otherwise, (b) of Seller or any of its Affiliates relating to any Indebtedness of Seller or any of its Affiliates, (c) of Seller or any of its Affiliates to pay wages, commissions, bonuses, severance, vacation pay, or any other amounts due any termination of employment or arising out of the failure of any such Person to satisfy any employment or labor-related Laws, (d) for any trailing chargebacks, fines or penalties or charge-offs related to or arising from the ownership of the Assets prior to the Effective Date, including any such events with respect to which notice is received after the Effective Date, (e) of Seller or any of its Affiliates related to or arising from any Benefit Plans or ERISA Affiliate Plans of Seller or an Affiliate thereof, and (f) of Seller or any of its Affiliates incurred in connection with the making or performance of this Agreement, including any broker’s fees and legal fees, the “Excluded Liabilities”): (i) Liabilities relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; (ii) any liability arising out of any Action pending as of the 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); (iv) liabilities for Taxes of 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; (v) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.

Excluded Liabilities. Purchaser Except as expressly set forth above in Section 2.2, Buyer is not assuming any liabilities or obligations of, or related to, Seller, the Assets or the Business, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoing, other than the Assumed Liabilities, in no event shall not Buyer assume and shall not be responsible to pay, perform or discharge incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of any of the following Liabilities following: (a) any liability or obligations of Seller (collectively, the “Excluded Liabilities”): (i) Liabilities obligation under any Contract arising or accruing or relating to or arising out of the ownership or leasing of the Purchased Property any period prior to the Closing Date; , whether related to the Assets or otherwise; (b) except where otherwise provided, any indebtedness for borrowed money, whether related to the Assets or otherwise; (c) any breach of contract, product liability or similar claim, regardless of when made or asserted, which accrued or which arises out of, or is based upon, any act, express or implied representation, warranty, agreement or guarantee made by Seller or alleged to have been made by Seller, or which is imposed or asserted to be imposed by operation of law, to the extent in connection with any service performed or product designed, sold, or leased by or on behalf of Seller or Affinity on or prior to the Closing Date; (d) any federal, state or local income or other Tax (i) payable with respect to the Business, Assets, properties or operations of Seller or Affinity for any period prior to the Closing Date, or (ii) any liability arising out of any Action pending as of the Closing Date; (iii) Liabilities for Taxes relating incident to or arising out as a consequence of the Focus Factor Business accruing consummation by Seller of this Agreement and the transactions contemplated hereby; (e) any liability or obligation to any employees, agents or independent contractors of Seller or under any benefit arrangement with respect thereto; (f) any Subscriber or other customer claims, charge-backs, or related liability or obligations that are outside of those incurred in the Ordinary Course of Business, and are attributable to periods and arising from sales of goods or services occurring prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes provided however that product returns in the Ordinary Course of Business consistent with past practice of Seller and 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 Business shall be assumed by the Seller resulting from payments made pursuant to this Agreement; Buyer; (v) any deferred Taxes of any nature; (vi) one-half of the Transfer Taxes, if applicable; (viig) any liability or obligation of Seller having to do with a business other than the Focus Factor Business; (viii) any liability with respect to any Employee arising or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated by this Agreementhereby and fees and expenses; and (h) of counsel, accountants and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Dateother experts.

Excluded Liabilities. Purchaser shall The Buyer does not assume assume, and shall Parent does not be assume, and will not become responsible to pay, perform or discharge for any of the following Liabilities or liabilities and obligations of the Seller or its Subsidiaries or Affiliates (collectively, the “"Excluded Liabilities”): "): (ia) Liabilities all Taxes based on income relating to the ▇▇▇▇▇ Division or the operation of the ▇▇▇▇▇ Division for periods prior to the Closing Date other than Taxes relating to the ▇▇▇▇▇ Division and the Subsidiaries and Affiliates as provided in Section 5.10; (b) all liabilities and obligations of the Seller or the ▇▇▇▇▇ Division under notes payable to banks or other non-intra-▇▇▇▇▇ Division indebtedness for monies borrowed (other than the capital lease to be assumed as set forth on Schedule 2.03(b)). (c) all liabilities and obligations of the Seller for any division of the Seller other than the ▇▇▇▇▇ Division or for any discontinued operations or former division or subsidiary of the Seller, except to the extent such discontinued operation, former division or subsidiary was owned or operated by the ▇▇▇▇▇ Division; (d) all liabilities and obligations of the Seller relating to Seller's corporate headquarters operations or any other business segment except as primarily relates to the Continuing Employees; (e) all liabilities and obligations with respect to any employee of the Seller other than the Continuing Employees and former employees of the ▇▇▇▇▇ Division; (f) all liabilities and obligations of the Seller to any current and former officers and directors of the Seller, other than those who are Continuing Employees and former employees of the Seller who were employees of the ▇▇▇▇▇ Division; (g) all liabilities and obligations of Seller to any current and former shareholders of the Seller in their capacities as shareholders; (h) all liabilities and obligations of the Seller or any of its subsidiaries or affiliates for any professional, financial advisory services or consulting fees arising out of the ownership negotiation, preparation and approval of this Agreement and the transactions contemplated herein; (i) all other liabilities, obligations and commitments, known or leasing unknown, of the Purchased Property Seller arising out of the ownership, operation or conduct of the business of the Seller other than the ▇▇▇▇▇ Division, or the ownership, use or operation of any assets of the Seller other than the Assets, but only if and to the extent such liabilities, obligations and commitments relate to the business of the Seller other than the business of the ▇▇▇▇▇ Division; (j) any liability or obligation for Taxes (i) allocated to Seller by Section 5.10, (ii) of any affiliate of Seller (other than the Subsidiaries and Affiliates) or (iii) of any consolidated group or corporations of which a Subsidiary or Affiliate was a member on or before the Closing Date (excluding the respective groups of which Subsidiaries and Affiliates are presently members) and in which such Subsidiary or Affiliate may be considered liable pursuant to Treas. Reg. ss. 1.1502-6 or comparable provision under state, local or foreign tax law; (k) all liabilities and obligations of Seller or the ▇▇▇▇▇ Division arising from any environmental condition or discharge or release into the environment, existing or occurring at or generated by the ▇▇▇▇▇ Division's present and former facilities in Hudson, Ohio but only to the extent such liability or obligation arises from occurrences prior to the Closing Date; . (iil) all liabilities and obligations of Seller or the ▇▇▇▇▇ Division arising from any liability arising out of any Action pending as of environmental condition or discharge or release into the Closing Date; (iii) Liabilities for Taxes relating to environment, existing or arising out of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of the Seller, whether occurring at 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 generated by the Seller resulting from payments made pursuant to this Agreement; (v) any deferred Taxes of any nature; (vi) one-half of the Transfer Taxes▇▇▇▇▇ Division's present and former facilities in France and Porterville, 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateCalifornia.

Excluded Liabilities. Purchaser FUTURETECH is not assuming any Liabilities of CCS related to OptiCon or any of its Affiliates. FUTURETECH shall have no liability whatsoever for any Liabilities of CCS related to OptiCon which are not assume and specifically assumed under Section 1.3, and, without limiting the generality of the foregoing, FUTURETECH shall not be responsible deemed to payassume, perform or discharge any of nor shall it assume the following Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): (i) ): A. any and all Liabilities arising under or relating to any written or arising out oral contracts, agreements, guaranties, understandings, deeds, mortgages, indentures, leases, licenses, commitments, undertakings or other documents or instruments to which CCS’s OptiCon or any Affiliate thereof is a party; B. any and all Liabilities of the ownership CCS in OptiCon or leasing any of the Purchased Property prior to the Closing Date; (ii) any liability arising out its Affiliates in respect of any Action pending as indebtedness for or guarantees of the Closing Date; (iii) borrowed money; C. any and all Liabilities of CCS in OptiCon to any Affiliate or current or former stockholder of CCS; D. any and all Liabilities of CCS in OptiCon or any of its Affiliates for or in respect of Taxes relating to or arising out of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of 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 or relating to this Agreement; the consummation of the transaction contemplated hereby (vincluding any state Taxes that may become due as a result of any Bulk Sale or similar statute that may be assessed against OptiCon following the Closing); E. any and all Liabilities of CCS or any of its Affiliates arising out of or relating, directly or indirectly, to any property of which CCS or such Affiliate has disposed or proposed to dispose, including any and all Liabilities to any other person or entity incurred in connection with any sale or proposed sale of (i) all or any substantial part of CCS or any Affiliate, or any other business combination or proposed business combination, (ii) any deferred Taxes real property of CCS or any nature; Affiliate, (vi) one-half of the Transfer Taxes, if applicable; (viiiii) any liability of Seller having to do with a other business other than the Focus Factor Business; or (viiiiv) any liability securities of CCS, any Affiliate or any other entity; F. any and all Liabilities arising out of or relating, directly or indirectly, to any Employee Plan or the termination thereof including, without limitation, CCS's Incentive Compensation Plan and CCS's obligations to OptiCon Employees under such plan; G. any and all Liabilities with respect to fees and expenses incurred by CCS or any Employee of its Affiliates in connection with the sale or proposed sale or other disposition or proposed disposition of all or part of the assets or capital stock of CCS or any Affiliate (including the Transaction Expenses); H. any and all Liabilities of CCS or any of its Affiliates to any present or former employee or independent contractor of Seller, CCS or any consultant retained by Seller; (ix) Affiliate thereof; I. any liability and all Liabilities of CCS or any of its Affiliates for any Actions against CCS or any Affiliate, including any Actions pending or threatened against CCS as of the Closing Date; J. any and all Liabilities of CCS or any of its Affiliates for damage or injury to person or property including, without limitation, those resulting from or arising out of environmental claims; K. any Governmental entity and all Liabilities of CCS or any of its Affiliates arising out of or resulting from Seller’s non-compliance or noncompliance with any lawFederal, regulationstate, orderlocal or foreign laws, injunctionordinances, judgmentregulations or orders; L. any and all Liabilities of CCS or any of its Affiliates arising out of, decree, ruling, assessment relating to or award (an “Order”) of resulting from any Government obligation to indemnify any person or entity (i.e., the liability is imposed by the Government entityincluding officers and directors of CCS); (x) ; M. any liability and all Liabilities of Seller CCS or any of its Affiliates arising under this Agreement or any of the Related Agreements; N. any and all Liabilities of CCS or any of its Affiliates for any accounts payable; O. any and all other document executed Liabilities attributable in connection with any manner to the transactions contemplated by this AgreementExcluded Assets; and P. any and (xi) all other Liabilities of CCS or any liability of Seller based on Seller’s actions or omissions occurring after the Closing Dateits Affiliates that are not Assumed Liabilities.

Excluded Liabilities. Purchaser shall not assume any Liabilities of the Seller or any of its Affiliates except as expressly provided in Section 2.3, and the Seller shall not be solely and exclusively liable with respect to all Liabilities of the Seller other than the Assumed Liabilities (any and all such Liabilities being herein referred to as "Excluded Liabilities"), including the following: (a) all Liabilities to the extent relating to the Excluded Assets; (b) all Liabilities Seller has expressly agreed to retain, pay for or be responsible for pursuant to payArticle VII, perform or discharge any X and XI; (c) except as assumed pursuant to this Agreement by Purchaser, all Liabilities of the following Seller arising out of the conduct of the Business or ownership of the Assets on or prior to the Cut-Off Date; (d) all Liabilities of the Seller relating to the Business or obligations the Assets under, relating to or arising out of Seller (collectively, the “Excluded Liabilities”): (i) Environmental Laws, including any actual or alleged violation or breach thereof, (ii) Third Party Environmental Claims, (iii) Cleanup or (iv) Release, other than, in each such case, such Liabilities relating to or arising out of the ownership ownership, operation, use or leasing disposition of the Purchased Business or the Assets after the Closing; (e) except as expressly assumed elsewhere in this Agreement by Purchaser, all Liabilities of the Seller for Taxes incurred on or prior to the Cut-Off Date, including all Taxes arising out of the Business or the Assets, including any ad valorem, real or personal or intangible property, sales, personal, social security or other Taxes which are not due or assessed until after the Closing Date but which are attributable to any period (or portion thereof) ending on or prior to the Cut-Off Date; (f) all Liabilities of the Seller incurred in connection with: (i) any discussions or negotiations with any third parties with respect to any merger, business combination, sale of assets, purchase of assets, sale or purchase of shares of capital stock or other securities or similar transaction, including the transactions contemplated by this Agreement, or (ii) subject to Section 12.2(b), the consummation (or preparation for the consummation) of the transactions contemplated by any of the foregoing (including all attorneys', brokers' and accountants' fees and expenses); (g) all Liabilities of the Seller to the current or former employees of the Seller relating to or arising out of any period on or prior to the Closing except for Liabilities Purchaser has expressly agreed to assume pursuant to Article VII; (h) all Liabilities of Seller arising out of or related to any Encumbrance on any Asset other than Permitted Encumbrances, including any and all mortgages on any of the Real Property other than such Liabilities arising out of or relating to the ownership, operation, use or disposition of the Assets after the Closing (provided, however, that any Liability that is expressly included in Section 2.3 as an Assumed Liability shall not be an Excluded Liability solely because it arises out of or relates to an Encumbrance on an Asset); (i) all Liabilities for death, personal injury, other injury to persons, property damage, or, except as expressly assumed in Section 2.3(e) or (h), other loss or damage, to the extent relating to, resulting from, primarily caused by or arising out of, the Assets, the Business, or any products or services thereof, including the use of or exposure thereto, whether such Liabilities are based on tort, negligence, strict liability, failure to warn, design or manufacturing defect, conspiracy, breach of express or implied warranties of merchantability or fitness for any purpose or use, employment (except as expressly assumed in Article VII), occupational disease, toxic tort, workers' compensation, occupational health and safety or occupational injury laws or Environmental Law, but in any such case only to the extent such Liabilities relate to events occurring prior to the Closing Date or, with respect to such Liabilities arising under Environmental Laws only, the presence of Hazardous Materials or violations of Environmental Law existing prior to the Closing Date; ; (iij) any liability arising out of any Action the pending as litigation set forth on Section 2.4(j) of the Closing DateSeller Disclosure Schedule and other litigation pending at the Closing; and (iiik) all other Liabilities for Taxes to the extent relating to or arising out of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of the Seller, whether operations 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; (v) any deferred Taxes of any nature; (vi) one-half of the Transfer Taxes, if applicable; (vii) any liability businesses of Seller having to do with a business or any of its Affiliates other than the Focus Factor Business; (viii) any liability with respect to any Employee Business or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateAssets.

Excluded Liabilities. Purchaser Notwithstanding any other provision of this Agreement, Buyer shall not assume and shall not or be bound by or be obligated or responsible for any duties, responsibilities, commitments, expenses, obligations or other Liabilities of Sellers or relating to paythe Business or the Transferred Assets (or which may be asserted against or imposed upon Buyer as a successor or transferee of Sellers, perform or discharge any as an acquirer of the following Transferred Assets or as a matter of Law) of any kind or nature, fixed or contingent, known or unknown, other than the Assumed Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): ) and, without limiting the generality of the foregoing, the Excluded Liabilities shall include the following: (i) Liabilities relating to or any Liability for (A) any Taxes arising out of the ownership or leasing of the Purchased Property Transferred Assets or the operation of the Business attributable to any period prior to the Closing Date; Closing, including withholding, payroll, social security, workers compensation, unemployment, disability and other similar Taxes with respect to wages or other compensation of an employee or other service provider, (iiB) any liability arising out of Taxes attributable to any Action pending as of the Closing Date; Excluded Asset, (iiiC) Liabilities for Taxes relating to or arising out of the Focus Factor Business accruing prior to the Closing Date (includingany sales, without limitationtransfer, accrued sales recording, deed, stamp and other similar taxes); (iv) liabilities for Taxes of 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 real property transfer or excise taxes (if any), resulting from payments made pursuant to the consummation of the Transaction contemplated by this Agreement; Agreement (v“Transfer Taxes”) and (D) any deferred other Taxes owed by Sellers; (ii) any Liability of Sellers under any nature; Contract or otherwise to the extent arising, accruing or relating to periods prior to the Closing; (viiii) one-half any Liability of Sellers relating to and arising from Sellers’ operation of the Transfer TaxesBusiness or the Transferred Assets prior to the Closing, if applicable; including, without limitation, accrued compensation, employee expenses and benefits of Employees; (viiiv) any liability Liability of Seller having to do with a business other than the Focus Factor Business; (viii) any liability with respect to any Employee or former employee of Seller, or any consultant retained by Seller; (ix) any liability to any Governmental entity Sellers arising out of or resulting from Seller’s their compliance or noncompliance with any lawLaw or breach or default under any Contract; (v) any Liability of Sellers arising out of or related to any Legal Proceeding against it and that was asserted on or prior to, regulation, order, injunction, judgment, decree, ruling, assessment or award (an “Order”) of that relates to any Government entity (i.e.time prior to, the liability Closing Date; (vi) any Liability of Sellers arising under or in connection with any Employee Plans of, or maintained or required to be maintained, by Sellers; (vii) any Liability of Sellers to pay any fees or commission to any broker or finder in connection with the Transactions contemplated by this Agreement; (viii) all Liabilities related to any current or former employee of Sellers (other than, for the avoidance of doubt, Liabilities of Buyer related to the Transferred Employees arising on or after the later of the Closing and the date such Transferred Employee becomes employed by Buyer); (ix) any Liability to the extent relating to any Excluded Asset or that is imposed by the Government entity)not an Assumed Liability; and (x) any liability of Seller under this Agreement or any other document executed Liability not expressly assumed by Buyer in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.

Excluded Liabilities. Purchaser shall not assume and shall not be responsible to pay, perform or discharge Neither Buyer nor any of the following its affiliates shall assume any Liabilities or obligations of Seller (collectivelysuch unassumed Liabilities, the “Excluded Liabilities”): ) other than the Assumed Liabilities. For the avoidance of doubt, the Excluded Liabilities shall include, but are not limited to: (i) Liabilities relating to all Taxes of Seller or arising out of the ownership or leasing of the Purchased Property prior with respect to the Closing Date; Business, (ii) any liability arising out all Indebtedness (as defined below) of any Action pending as of the Closing Date; Seller, (iii) Liabilities for Taxes relating to or arising out all trade accounts payable of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes)Seller; (iv) liabilities for Taxes all Liabilities with respect to any Employee Benefit Plan that Seller or any affiliate of the SellerSeller maintains, whether or not relating contributes to, has an obligation to contribute to or arising out of the Focus Factor business and whether or otherwise has any Liability with respect thereto; (v) all Liabilities with respect to contracts which are not incurred prior to the Closing dateAssigned Contracts, including, without limitation, any Taxes payable by the Seller resulting from payments made pursuant to this Agreement; (v) any deferred Taxes of any natureExcluded Contracts set forth on Schedule 1.2(j); (vi) one-half all claims by Lessor arising out of acts or omissions of Seller prior to the Transfer Taxes, if applicableClosing; (vii) any liability all claims of Seller having to do with a business other than the Focus Factor Businessnegligence arising out of acts or omissions of Seller; and (viii) any liability with respect to any Employee all warranty claims not specifically assumed by Buyer. “Indebtedness” means (A) all obligations of Seller for borrowed money, whether current or former employee of Sellerfunded, secured or any consultant retained by Sellerunsecured; (ixB) any liability to any Governmental entity arising out all obligations of or resulting from Seller’s compliance or noncompliance with any law, regulation, order, injunction, judgment, decree, ruling, assessment or award (an “Order”) Seller for the deferred purchase price of any Government entity (i.e., the liability is imposed by the Government entity)property or services; (xC) any liability all obligations of Seller under this Agreement capital leases or any other document executed leases that in connection accordance with the transactions contemplated by this AgreementGAAP (as defined below) are or will be required to be capitalized; and (xiD) any liability all obligations, contingent or otherwise, of Seller based on Seller’s actions in respect of bankers’ acceptances or omissions occurring after letters of credit; and (E) obligations, contingent or otherwise, of Seller in respect of any accrued interest, success fees, prepayment penalties, and other costs and expenses associated with the Closing Daterepayment of any of the foregoing.

Excluded Liabilities. Purchaser (a) Except with respect to the Assumed Liabilities described in Section 1.04 hereof, or as otherwise expressly indicated elsewhere in this Agreement, Enterprises shall not assume and assume, nor shall not be responsible it agree to pay, perform or discharge any liability or obligation of the following Liabilities any kind or obligations nature whatsoever of Seller Sellers (collectively, the “"Excluded Liabilities”): "), including, without limitation, (i) Liabilities relating to any liability for indebtedness of any Seller evidenced by bonds, debentures, notes or arising out similar instruments or for the deferred purchase price of the ownership or leasing of the Purchased Property prior to the Closing Date; property; (ii) any liability arising out to pay any Taxes of any Action pending as of the Closing Date; Seller; (iii) Liabilities for any liability to pay the Taxes relating to of any other person or arising out entity because any Seller was a member of an affiliated group under Section 1504(a) of the Focus Factor Business accruing prior to the Closing Date Internal Revenue Code of 1986, as amended (including, without limitation, accrued sales taxes); " IRC") or any similar state tax provision; (iv) liabilities for Taxes of the Seller, whether any liability or not relating to or arising out of the Focus Factor business and whether or not incurred prior obligation with respect to the Closing date, including, without limitation, any Taxes payable by the Seller resulting from payments made pursuant to this Agreement; Excluded Assets; (v) any deferred Taxes liability for the return of deposits with respect to any nature; of the Purchased Assets in excess of $2,500 in the aggregate; (vi) one-half any obligation to indemnify any person by reason of the Transfer Taxesfact that such person was a director, if applicable; officer, employee or agent of any Seller or was serving at the request of any Seller as a partner, trustee, director, officer, employee or agent of another entity; (vii) any liability (1) in the event of any claims brought by employees or former employees of any Seller having claiming employment discrimination under state or federal law, arising from acts or occurrences prior to do with a business other than the Focus Factor Business; consummation of the transactions contemplated by this Agreement, or (2) from any labor disputes between any Seller and the labor unions representing its employees, including without limitation strikes or picketing, wherever they may occur, arising from acts or occurrences prior to the consummation of the transactions contemplated by this Agreement; (viii) any liability with respect to any Employee employment, collective bargaining or former employee of Sellerconsulting contract, or deferred compensation, profit-sharing, pension, bonus, stock option, stock purchase or any consultant retained other fringe benefit or compensation contract, commitment, arrangement or plan (whether written or oral) including each welfare plan (as defined in Section 3(1) of the Employee Retirement Security Act of 1974, as amended ("ERISA")), which any Seller has established or maintained or in which any Seller has had an obligation to make contributions or to pay benefits, for the benefit of persons who are, were, or will become in accordance with the terms of the plan, active employees, former employees, retirees, directors or independent contractors (or their descendants, spouses or beneficiaries) of any Seller or its predecessors in interest or any employer that would constitute an "ERISA Affiliate", which term will refer to all employers that by Seller; reason of common control are treated together with any Seller as a single employer within the meaning of IRC section 414; (ix) any liability for payments 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”) employees of any Government entity Seller under the Worker Adjustment and Retraining Notification Act (i.e., the liability is imposed by "WARN Act") or the Government entity); Family and Medical Leave Act of 1993; (x) any liability for offering and providing COBRA continuation coverage prior to the Closing Date to any qualified beneficiary who is covered by a group health plan (where, for the purposes of this subsection 1.03(a)(ix), the terms "continuation coverage," "qualified beneficiary" and "group health plan" have the meanings given such terms under IRC section 4980B and ERISA section 601 et seq.); (xi) any liability arising on or before the Closing Date for commitments relating to the employment, relocation or termination of any EXECUTION COPY employees of any Seller under this Agreement including, without limitation, accrued salary or severance pay; (xii) any other document executed product liability or similar claim for injury to person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by any Seller, or imposed or asserted to be imposed by operation of law, in connection with any service performed or product sold or leased by any Seller on or prior to the Closing Date, including without limitation any claim relating to any product delivered on or prior to the Closing Date in connection with the performance of such service and any claim seeking recovery for consequential damage, lost revenue or income with respect thereto; (xiii) any liability for Sellers' costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby; (xiv) any liability or obligation of Sellers arising or incurred after the Closing Date; (xv) any liability of any Seller that becomes a liability of Enterprises under any bulk transfer law of any jurisdiction (except those Taxes relating to the transfer of vehicle titles), under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law; and (xvi) any liability or obligation under such portions of the contracts marked with an asterisk on Disclosure Schedule 3.07 which do not relate to the Business. (b) Notwithstanding the fact that transfer Taxes (including without limitation all sales Taxes) may constitute a joint and several liability of Sellers and Enterprises, Sellers shall pay all transfer Taxes arising from the consummation of the transactions contemplated by this Agreement; Agreement except (i) those Taxes relating to the transfer of vehicle titles and (xiii) any liability those prorated Taxes referenced in Section 2.03. (c) Sellers shall remain liable for, and shall discharge to the extent properly due and payable, all of Seller based on Seller’s actions or omissions occurring after the Closing DateExcluded Liabilities with respect to which failure to so discharge would adversely affect Enterprises.

Excluded Liabilities. Purchaser shall Notwithstanding anything in Section 2.2(a) or in any other provision of this Agreement or any document, certificate or instrument delivered pursuant to or in connection with this Agreement to the contrary, Buyer is not assume and shall not be responsible assuming or agreeing to pay, perform pay or discharge any Liabilities of Sellers or their Affiliates (including the Acquired Companies) other than the Transferred Liabilities, including the following Liabilities (all such Liabilities not being retained by the Acquired Companies or obligations of Seller (collectively, assumed being herein referred to as the “Excluded Liabilities”): ): (i) Liabilities other than as reflected in the Final Closing Statement, any (A) Indebtedness of Sellers or any of their Affiliates (other than the Acquired Companies) or (B) Indebtedness for borrowed money of the Acquired Companies; (ii) any Liability (including in relation to Taxes) to the extent relating to or arising out under any Excluded Asset or the Retained Businesses; (iii) other than as reflected in the Final Closing Statement, any Transaction Expenses incurred by Sellers or any of their Affiliates (including the ownership or leasing of the Purchased Property prior to the Closing Date; Acquired Companies); (iiiv) any liability Liability of any Seller or any of its Affiliates (other than, following the Closing, the Acquired Companies) or any of their respective directors, officers, stockholders or agents arising out of any Action pending of, or relating to, this Agreement or the transactions contemplated hereby; (v) except (A) as otherwise may remain outstanding as of the Closing Date; pursuant to Section 5.12 or (iiiB) Liabilities for Taxes relating to or arising out of the Focus Factor Business accruing prior to the Closing Date extent included in Net Working Capital, any Liability for any intercompany accounts payable (includingit being understood that accounts payable for which the ultimate payee is a third party (and any Seller or any of its Affiliates is an intermediary for such payment) will not be deemed to be Excluded Liabilities, without limitationeven if the immediate payee a Seller or an Affiliate thereof), accrued sales taxes); or other loan, Contract or advance by any Seller or any of its Affiliates (ivother than the Acquired Companies) liabilities for Taxes of 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; (v) any deferred Taxes of any nature; Acquired Companies; (vi) one-half of the Transfer Taxes, if applicable; any Liability associated with or arising under any Seller Benefit Plan; (vii) any liability Liability (including in relation to Taxes) relating to the employment, retention or termination of employment or other service relationship of all employees or other individual service providers of Seller having to do with a business or any of its Affiliates, other than (A) any current or former employee or other individual service provider of the Focus Factor Business; Acquired Companies and (B) the Transferred Employees; (viii) any liability with respect to any Employee or former employee of Sellerother than as reflected in the Final Closing Statement, or any consultant retained by Seller; the Completion Bonus Amount; (ix) any liability to pre-Closing Liability arising under the Existing Shipper/Broker Transportation Agreement as between the parties thereto, including any Governmental entity Liability arising out of or resulting from Seller’s compliance a breach or noncompliance with violation of the Existing Shipper/Broker Transportation Agreement, breach of warranty, tort, infringement, misappropriation or violation of applicable Law thereunder, in each case, prior to the Closing, but expressly excluding 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)Liabilities to third parties in connection therewith; and (x) any liability Pre-Closing Taxes. Sellers and their Affiliates (other than the Acquired Companies) will retain all of Seller under this Agreement the Excluded Liabilities or, in the case of Excluded Liabilities to which an Acquired Company is subject, assume, or any cause an Affiliate thereof (other document executed than an Acquired Company) to assume, such Excluded Liabilities, and will pay, discharge and perform in connection accordance with their terms all of the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateExcluded Liabilities.

Excluded Liabilities. Purchaser shall not assume Acquirer and its Affiliates shall not be responsible the successors to paythe Company. Except as set forth herein, perform or discharge neither Acquirer nor any of its Affiliates or representatives shall assume or have any responsibility for, or shall be deemed to have assumed or have any responsibility for, any Liability other than the following Liabilities Assumed Liabilities, whenever or obligations of Seller however arising (collectively, the “Excluded Liabilities”): ). For clarity, the Excluded Liabilities include Liabilities arising under or related to: (a) any act or omission of the Company or any other Person in relation to the Purchased Assets, including any action in violation of Applicable Law, any Contract (including any Assumed Contract) or any terms of use, restrictions or other applicable terms with respect to primary sources from which the Company collects information in connection with its business; (b) any claim by any then-current or former holder or alleged then-current or former holder of any Equity Interests of the Company (including any predecessors); (c) any Action pending or threatened as of the Closing Date; (d) any Liabilities relating to any Excluded Asset; (e) (i) any Liabilities for Taxes of Company, (ii) any Taxes described in Section 2.8(c), whether or not imposed on Company, and (iii) any Taxes attributable or related to the Purchased Assets that relate to the time period or portion thereof ending on or prior to the Closing Date; (f) any Operating Expense (other than as set forth herein), Debt, Transaction Expense or Employment Claim; and (g) any other Liability relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; (ii) any liability arising out of any Action pending as of the Closing Date; (iii) Liabilities for Taxes Assets relating to or arising out of the Focus Factor Business accruing prior to the Closing Date (includingto, without limitation, accrued sales taxes); (iv) liabilities for Taxes of 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; (v) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) any liability to any Governmental entity arising out of or resulting from Seller’s compliance any fact, circumstance, occurrence, condition, act or noncompliance with any lawomission occurring or existing, regulation, order, injunction, judgment, decree, ruling, assessment at or award (an “Order”) of any Government entity (i.e., prior to the liability is imposed by the Government entity); (x) any liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateClosing.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, except for the Assumed Liabilities specified in Section 1.2, Purchaser shall not assume and shall not or be responsible to pay, perform for any other Liabilities of Seller or discharge Zonagen or any of the following Liabilities or obligations of Seller their respective Affiliates (collectively, the “"Excluded Liabilities”): (i) "), including, without limitation, any and all Liabilities relating to or arising out of the ownership or leasing any of the Purchased Property following: (i) the sponsorship, administration, contribution obligation of any entity under any Employee Benefit Plan or Pension Plan or termination of any Employee Benefit Plan or Pension Plan on or prior to the Closing Date; , (ii) any liability arising out the termination of employment of any Action pending as employee of the 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); (iv) liabilities for Taxes of the Seller, whether or not relating to or arising out of the Focus Factor business and whether or not incurred prior to the Closing dateBusiness, including, without limitation, any Taxes payable ▇▇▇ ▇▇▇▇▇▇, or (iii) except as expressly assumed by the Seller resulting from payments made Purchaser pursuant to this Agreement; Section 2.2(b) hereof, any Liability of Seller to any employee, including, without limitation, ▇▇▇ ▇. ▇▇▇, arising on or prior to the Closing Date; (vb) any deferred Taxes cause of any nature; action, whether or not pending or threatened on the Closing Date, except to the extent arising from acts or omissions that occurred during periods after the Closing Date; (vi) one-half of the Transfer Taxes, if applicable; (viic) any liability of Seller having failure or alleged failure to do with a business other than the Focus Factor Business; (viii) any liability with respect to any Employee or former employee of Sellercomply with, or any consultant retained by Seller; violation or alleged violation of, (ixi) any liability Permit applicable to the Business or (ii) any Governmental entity Contract or lease, in each case, which failure or violation occurred or was alleged to have occurred prior to the Closing Date; (d) any infringement or alleged infringement of the rights of any other Person 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”) the use of any Government entity (i.e., the liability is imposed by the Government entity); (x) any liability of Seller under this Agreement or any other document executed Intellectual Property in connection with the transactions contemplated by Business prior to the Closing Date; (e) any Liability for any Taxes (i) arising from the operation of the Business or the ownership of the Purchased Assets on or before the Closing Date (ii) arising pursuant to any Tax allocation or sharing agreement or (iii) to the extent Seller or Zonagen has specifically agreed to be liable in Section 8.4 of this Agreement; ; (f) any Liabilities pursuant to Environmental Laws and costs and expenses arising from, relating to, in respect of, or incurred in connection with (i) any real property, business entities or assets, whether domestic or foreign, formerly owned, occupied or operated by or in connection with the Business, (ii) the transportation or disposal of any Hazardous Substances to or at any offsite facility or location by or in connection with the Business occurring prior to the Closing Date and (xiiii) conditions existing or events occurring on or prior to the Closing Date on any real property owned, occupied or operated by or in connection with the Business as of the Closing Date; (g) any liability Liabilities of Seller based on Seller’s actions under all retention agreements, severance agreements, change of control agreements and similar arrangements; (h) all intercompany obligations and liabilities owed by the Business to Seller or omissions occurring after its Affiliates; or (i) any indebtedness incurred prior to the Closing Date.

Excluded Liabilities. Notwithstanding Section 2.3, Purchaser shall will not assume and shall not or be responsible to pay, perform or discharge liable for any of the following Liabilities or obligations of Seller the Sellers and their Subsidiaries, except for the Assumed Liabilities (collectively, all such liabilities not being assumed herein referred to as the “Excluded Liabilities”): ), including: (a) all obligations for outstanding indebtedness for borrowed money of the Sellers or any of their Affiliates; (b) (i) all Liabilities relating to income Taxes imposed on the Sellers or arising out any of their Affiliates (or for which the ownership Sellers or leasing any of the Purchased Property their Affiliates may otherwise be liable), including as a transferee, successor, or by contract, without regard to whether such Taxes relate to periods (or portions thereof) ending on or prior to the Closing Date; , (ii) all Asset Taxes for which the Sellers are liable pursuant to Section 7.3(c), (iii) all Transfer Taxes for which the Sellers are liable pursuant to Section 2.9, (iv) all VAT for which Sellers are liable pursuant to Section 7.3(h), and (v) all Liabilities of the Sellers or any liability of their Affiliates relating to the payment for the income Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of applicable Law); (c) all Liabilities arising out of, relating to or resulting from any Seller Benefit Plan, whenever incurred; (d) all Liabilities arising out of any Action pending or related to the Business or Transferred Assets that were incurred, arose, or relate to the Business or Transferred Assets prior to the Closing Date, except to the extent such Liabilities are expressly assumed under Section 2.3; (e) Liabilities incurred for earned but unused paid time-off benefits as of the Closing Date; Closing; (iiif) Liabilities for Taxes relating to or arising out of or relating to any action, charge, claim (including any cross-claim or counter-claim), suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit examination or investigation; (g) all Liabilities, whether accruing before, on or after the Focus Factor Closing Date, (A) relating in any way to the environment, natural resources, or human health and safety, or arising under Environmental Laws in connection with the ownership or operation of the Business accruing prior (including the Transferred Assets) on or before the Closing Date, including those related to (x) the Release or threatened Release of, or exposure to, a Hazardous Substance at, on, under, to or from any Leased Real Property occurring or existing on or before the Closing Date (including, without limitationfor the avoidance of doubt, accrued sales taxesany off-site migration of Hazardous Substances); , (ivy) liabilities any non-compliance with or violation of any Environmental Law on or before the Closing Date, or (z) any disposal, transportation or arrangement for Taxes transportation or disposal prior to Closing of any Hazardous Substance sent to any third party property for treatment, storage, recycling, incineration or disposal, or (B) relating to the use, application, malfunction, defect, design, operation, performance or suitability of any product of the Seller, whether Business sold or not relating to or arising out of the Focus Factor business and whether or not incurred distributed prior to the Closing dateby, including, without limitation, any Taxes payable by the Seller resulting from payments made pursuant to this Agreement; (v) any deferred Taxes of any nature; (vi) one-half or service of the Transfer TaxesBusiness rendered prior to the Closing by or on behalf of, if applicable; (vii) the Sellers or any liability of Seller having to do with a business other than the Focus Factor Business; (viii) any liability with respect their Subsidiaries to any Employee Person (including any products for which a current or former employee future owner or operator of Sellerthe Transferred Assets or the Business may be alleged to be responsible as a matter of Law, contract or any consultant retained by Seller; otherwise); (ixh) any liability to any Governmental entity all Liabilities arising out of of, relating to or resulting from Seller’s compliance the employment or noncompliance with any law, regulation, order, injunction, judgment, decree, ruling, assessment engagement or award (an “Order”) termination of employment or engagement of any Government entity current or former employees or individual service providers, contractors or consultants of the Sellers or their Subsidiaries incurred prior to Closing; (i.e.i) all Liabilities arising out of, relating to or resulting from the liability is imposed by the Government entityExcluded Assets; and (j) all other Liabilities listed on Schedule 2.4(j); (x) any liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.

Excluded Liabilities. Purchaser shall not assume and shall not be responsible to pay, perform or discharge any None of the following Purchaser or the Designated Purchasers, as applicable, shall assume or be deemed to have assumed any Liabilities of the Sellers or obligations of Seller their Affiliates other than the Assumed Liabilities (collectively, the “Excluded Liabilities”): ). Without limiting the generality of the foregoing, Excluded Liabilities include: (ia) all Indebtedness of the Sellers and their Affiliates; (b) all Liabilities relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; Contracts that are not Assigned Contracts (ii) any liability including Liabilities arising out of that portion of any Action pending as arrangement entered into pursuant to Section 5.16 for which Sellers are responsible by the terms thereof); (c) all accounts payable and trade payables of the Closing Date; Sellers, including intercompany payables; (iiid) Liabilities for Taxes relating to all fees or arising out of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of 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; (v) any deferred Taxes commissions of any nature; (vi) one-half of the Transfer Taxesbrokers, 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 Employee funds or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed investment banks in connection with the transactions contemplated by this AgreementAgreement and the other Transaction Documents based upon arrangements made by or on behalf of the Sellers or any of their Affiliates; (e) any Cure Costs payable by the Sellers pursuant to Section 2.1.7; (f) any Liabilities (including any Order) to the extent relating to any Hazardous Materials present prior to the Closing Date in, under, at, near or migrating from, to or through the Carling Property; and (xiii) any liability of Seller Liabilities arising from or based on Seller’s actions events or omissions conditions occurring after or existing prior to the Closing DateDate and connected with, arising out of or relating to (x) the Release or threatened Release of any Hazardous Materials at any location currently or formerly owned, operated or used by the Business or at any location to which Hazardous Materials generated, handled, stored or processed by the Business were sent, released or disposed of, or (y) compliance or the alleged non-compliance by the Business with any Environmental Law or Environmental Permit; (g) all Liabilities for, or related to any obligation for, any Tax that is not expressly assumed by the Purchaser or any of the Designated Purchasers pursuant to ARTICLE VI (including, for the avoidance of doubt, any income or gross receipts Tax imposed on any of the Sellers); (h) Excluded Employee Liabilities; and (i) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements.

Excluded Liabilities. Purchaser Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible obligated to assume or be obliged to pay, perform or otherwise discharge any Liability of Seller, and Seller shall be solely and exclusively liable with respect to all Liabilities of Seller, other than the following Assumed Liabilities or obligations of Seller (collectively, collectively the “Excluded Liabilities”): ). For the avoidance of doubt, the Excluded Liabilities include, but are not limited to, the following: (a) any Liability of Seller, arising out of, or relating to, this Agreement or the transactions contemplated by this Agreement, whether incurred prior to, at or subsequent to the Closing Date, including, without limitation, all finder’s or broker’s fees and expenses and any and all fees and expenses of any Representatives of Seller; (b) other than as specifically set forth herein, any Liability relating to (x) events or conditions occurring or existing in connection with, or arising out of, the Business as operated prior to the Closing Date, or (y) the ownership, possession, use, operation or sale or other disposition prior to the Closing Date of any Purchased Assets (or any other assets, properties, rights or interests associated, at any time prior to the Closing Date, with the Business); (c) any Liability for Taxes (i) Liabilities attributable to periods or portions thereof as determined pursuant to Section 7.1(a) ending on or prior to the Closing Date, (ii) any liability or obligation of Seller, or any member of any consolidated, affiliated, combined or unitary group of which Seller is or has been a member, for Taxes and (iii) Taxes of any other Person pursuant to an agreement or otherwise; (d) any Liability incurred by Seller or their respective directors, officers, stockholders, agents or employees (acting in such capacities) after the Closing Date; (e) any Liability of Seller to any Person on account of any Order or Proceeding; (f) any Liability relating to or arising out of the ownership or leasing operation of the Purchased Property prior to the Closing Date; an Excluded Asset; (iig) any Liability or obligation under any Assumed Contract that is required to be set forth on Schedule 2.1(b) but is not set forth therein; (h) other than as specifically set forth herein, any liability arising out or obligation of Seller under any Action pending as of the 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); (iv) liabilities for Taxes of the Seller, whether or not relating to or arising out of the Focus Factor business and whether or not incurred prior to the Closing dateIndebtedness, including, without limitation, any Taxes payable by the Seller resulting from payments made pursuant Indebtedness owed to this Agreement; any stockholder or other Affiliate of Seller, and any Contract evidencing any such financing arrangement; (v) any deferred Taxes of any nature; (vi) one-half of the Transfer Taxes, if applicable; (viii) any liability or obligation, whether known or unknown, (i) arising under Environmental Laws attributable to or incurred as a result of Seller having any acts, omissions, or conditions first occurring or in existence as of or prior to do with a business other than the Focus Factor Business; (viii) Closing Date, including, but not limited to, any liability or obligation with respect to any Employee or former employee of Sellerthe release, handling, discharge, treatment, storage, generation, disposal, or presence of Hazardous Materials at any consultant retained by Seller; location, (ixii) claims relating to employee health and safety, including claims for injury, sickness, disease or death of any liability Person or (iii) compliance with any Legal Requirement relating to any Governmental entity arising out of the foregoing; and (j) other than as specifically set forth herein, fees 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 expenses of Seller under this Agreement or any other document executed in connection incurred with respect to the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Dateherein.

Excluded Liabilities. Purchaser Notwithstanding anything to the contrary -------------------- contained in Section 2.1 above, the Buyer shall not assume assume, or become in any way liable for, the payment or performance of any debts, liabilities or obligations (absolute or contingent) of either Seller (a) owed to Horizon or any of its affiliates, whether constituting intercompany debt or any other type of obligations other than trade payables and obligations under operating ----- ---- agreements, (b) in respect of any indebtedness for money borrowed (provided that this shall not be responsible to pay, perform or discharge any include accounts payable constituting part of the following Liabilities Assumed Liabilities, regardless of aging), (c) under any employment agreements, consulting agreements, management agreements or other such agreements (other than employment agreements with technicians and regional office employees of the Business and with ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇, as disclosed in Schedule 4.17 ------------- annexed hereto, or in respect of employee severance benefits, (d) arising out of or relating to any diagnostic tests or other services rendered by the Sellers prior to the Closing Date, including any claims for professional liability arising therefrom,(e) relating to any lease obligations of Seller any kind relating to real property other than the Assumed Property Leases as and to the extent set forth in Schedule 2.1, (collectivelyf) relating to any federal, state or local income taxes ------------ or sales, transfer or other taxes (other than those described in Section 2.1(b) above) payable by or in respect of the “Excluded Liabilities”): Sellers, including but not limited to any such taxes which may be assessable against the Sellers arising out of, in connection with or as a result of the transactions contemplated by this Agreement and/or the consummation thereof, (ig) Liabilities relating to or arising out of the ownership or leasing any pending claims, actions, arbitrations and/or other proceedings against either of the Purchased Property prior Sellers, (h) relating to the Closing Date; (ii) any liability arising out recapture of any Action pending as depreciation deduction or investment tax credit of either of the Closing Date; Sellers, (iiii) Liabilities for Taxes 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 arising out retirement plans now or heretofore maintained by or on behalf of either Seller for the Focus Factor benefit of any past or present employees, (j) relating to any claims, obligations or liabilities in respect of environmental remediation or any violation of any environmental laws or regulations, or any other violation or alleged violation of applicable law or regulations by either Seller, (k) relating to any business operations other than the Business accruing prior to the Closing Date (including, without limitation, accrued sales taxesthe X-Ray Operations); (iv) liabilities for Taxes of the Seller, whether or not relating to or arising out of the Focus Factor business and whether or not incurred prior in the normal course of the Business (unless specifically included in the Assumed Liabilities pursuant to the Closing dateSection 2.1), including, without limitation, any Taxes payable or (l) not specifically assumed by the Seller resulting from payments made Buyer pursuant to this Agreement; Section 2.1 above (v) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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.collectively, the liability is imposed by the Government entity"Excluded Liabilities"); (x) any liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.

Excluded Liabilities. Purchaser Notwithstanding any other provision of this Agreement, except for the Assumed Liabilities expressly specified in Section 2.2, Buyer shall not assume and shall not assume, or otherwise be responsible for, either directly or through its ownership interests in the Entities, any Liabilities of Sellers or any other person, partnership or entity, whether liquidated or unliquidated, or known or unknown, and whether arising out of occurrences prior to, at or after the date hereof ("Excluded Liabilities"), which Excluded Liabilities include, without limitation, (i) all Liabilities of Sellers resulting from entering into, performing their respective obligations as provided in or consummation of the transactions contemplated by, this Agreement, (ii) all Liabilities of Sellers in respect of any Tax to paythe extent such Tax relates to Sellers' ownership of the Assets and Conduct of the Business, perform (iii) all Liabilities arising under or discharge related to the Settlement Agreement, (iv) all Liabilities arising under or related to the Judgment, (v) all Liabilities arising under or related to Employee Plans other than Employee Plans of the Partnerships, (vi) all Liabilities to, in respect of or relating in any way to John ▇. ▇▇▇▇▇▇▇ ▇▇ Jame▇ ▇▇▇g▇▇▇ ▇▇▇▇▇▇, ▇▇cluding all Liabilities in respect of the employment of or any transaction with or any relationship of any of the following Liabilities Sellers or obligations any of Seller (collectively, the “Excluded Liabilities”): (i) Liabilities relating to their Affiliates with Messrs. Warl▇▇▇ ▇▇ Broo▇▇ ▇▇▇urred or arising out of the ownership prior to, on or leasing of the Purchased Property prior at any time subsequent to the Closing Date; (ii) any liability arising out of any Action pending as of the 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); (iv) liabilities for Taxes of 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; (v) any deferred Taxes of any nature; (vi) one-half of the Transfer Taxes, if applicable; (vii) any liability all liabilities arising under or related to that certain Selling Shareholders' Agreement dated as of Seller having to do with a business other than the Focus Factor Business; March 31, 1993 by and among John ▇. ▇▇▇l▇▇▇, ▇▇▇▇▇ ▇▇▇g▇▇▇ ▇▇▇▇▇▇, ▇▇., Stev▇▇ ▇. ▇▇ ▇▇▇▇▇ ▇▇▇ T2 Medical, Inc., (viii) any liability with respect to any Employee or former employee all Liabilities of Seller, or any consultant retained by Seller; (ix) any liability to any Governmental entity Sellers and the Entities arising out of or resulting from Seller’s compliance related to the failure of the Sellers or noncompliance with any lawEntities to have been duly organized, regulation, order, injunction, judgment, decree, ruling, assessment validly existing or award (an “Order”) of any Government entity (i.e., the liability is imposed by the Government entity); (x) any liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.in

Excluded Liabilities. Purchaser shall Notwithstanding any provision of the Transaction Documents to the contrary, the Buyer will not accept, acquire, assume and shall not be responsible or become liable to pay, perform or discharge any of discharge, and the Assumed Liabilities will not include, the following Liabilities or obligations of Seller liabilities (collectively, the “Excluded Liabilities”): ): (i) all Liabilities relating to or arising out for Taxes of the ownership or leasing of the Purchased Property prior to the Closing Date; Seller, other than as set forth in Section 1.3(iv) above; (ii) all Liabilities of Seller under Environmental Laws; (iii) all Liabilities of Seller and the ERISA Affiliates arising under, or with respect to, the Employee Plans; (iv) all Liabilities with respect to any liability current or former employee, director, member, manager, stockholder, partner, agent or independent contractor of Seller, other than as set forth in Section 1.3(iv) above; (v) all Liabilities arising out of, or relating to, any conduct or alleged conduct of any Action employee or independent contractor of Seller; (vi) all Liabilities arising out of, or relating to, any Proceeding pending as of the Closing Date; (iii) Liabilities for Taxes relating Date or any Proceeding commenced after the Closing Date to or the extent arising out of, or relating to, any act or omission of the Focus Factor Business accruing Seller or any event, circumstance, condition, breach or default occurring on or prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of the Seller, whether or not other than those 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; (v) any deferred Taxes of any nature; (vi) one-half of the Transfer Taxes, if applicable; Purchased Assets); (vii) any liability of Seller having to do with a business other than the Focus Factor Business; (viii) any liability with respect to any Employee or former employee of Sellerall Liabilities arising out of, or any consultant retained by Seller; (ix) any liability to any Governmental entity arising out of or resulting from from, Seller’s compliance or noncompliance with any law, regulation, order, injunction, judgment, decree, ruling, assessment Legal Requirement or award Order occurring on or prior to the Closing Date; (an “Order”viii) all Liabilities of Seller to Seller’s stockholders or any Affiliate of any Government entity of Seller’s stockholders, originating prior to Closing, or originating prior to or after Closing due to any acts or omissions of Seller; (i.e.ix) all Liabilities relating to, or resulting from, Seller’s IP to the liability is imposed by extent arising on or prior to the Government entity)Closing Date; and (x) any liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller all Liabilities based on upon Seller’s actions acts or omissions occurring after the Closing DateDate (other than those relating to the Buyer’s ownership of the Purchased Assets).

Excluded Liabilities. Purchaser Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following Liabilities liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): ): (ia) Liabilities the indebtedness of Seller, including any intercompany indebtedness (e.g., indebtedness related to the Business drawn down by Seller under its line of credit with European Aeronautic Defence and Space Company, ▇▇▇▇ N.V.); (b) any liabilities or obligations arising out of or relating to Seller’s ownership or operation of the Business and the Purchased Assets (other than the Assigned Contracts) prior to the Closing Date; (c) any liabilities or obligations relating to or arising out of the ownership Excluded Assets; (d) any liabilities or leasing of obligations for (i) Taxes relating to the Business, the Purchased Property Assets or the Assumed Liabilities for any taxable period commencing and ending prior to the Closing Date; Date (other than Taxes taken into account in the calculation of Closing Working Capital in accordance with Section 2.03(f)), (ii) any liability arising out Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities that are allocable to the pre-Closing Date portion of any Action pending as of the Closing Date; such Straddle Period, and (iii) Liabilities any other Taxes of Seller or any Affiliates of Seller (other than Taxes allocated to Buyer under Section 6.11 and Section 6.12) for Taxes any taxable period; (e) except as provided in Section 2.03(f) or Section 6.05, any liabilities or obligations of Seller relating to or arising out of (i) the Focus Factor Business accruing prior to the Closing Date (includingemployment, without limitationor termination of employment, accrued sales taxes); (iv) liabilities for Taxes of 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; (v) 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 Employee or former employee of Sellerthe Business prior to the Closing, including any action, suit or claim by any consultant retained by Seller; Employee or former employee of the Business for breaches of wage and hour, equal employment opportunity, sexual harassment or discrimination Laws, (ixii) workers’ compensation claims of any Employee or former employee of the Business which relate to events occurring prior to the Closing Date, and (iii) any liability stay bonus payable 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 Employee; (an “Order”f) of any Government entity (i.e., the liability is imposed by the Government entity); (x) any liability of Seller under except as expressly set forth in this Agreement or any other document executed Transaction Document, any liabilities or obligations of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated by this Agreementhereby and thereby; and and (xig) any liability liabilities and obligations of Seller based set forth on Seller’s actions or omissions occurring after Section 2.04(g) of the Closing DateDisclosure Schedules.

Excluded Liabilities. Purchaser shall Notwithstanding anything in Section 2.2(a) or in any other provision of this Agreement or any document, certificate or instrument delivered pursuant to or in connection with this Agreement to the contrary, Buyer and its Affiliates are not assume and shall not be responsible assuming or agreeing to pay, perform pay or discharge any of the following Liabilities of Parent or obligations of Seller its Affiliates (collectively, all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”): ): (i) Liabilities any Indebtedness of Parent or any of its Affiliates (other than the Companies); (ii) any Liability, to the extent relating to or arising out of under any Excluded Asset or the ownership or leasing of the Purchased Property prior Retained Businesses, except to the Closing Date; extent assumed by or allocated as an obligation of Buyer pursuant to the terms of Section 6.7; (iiiii) all Environmental Liabilities relating to any liability arising out of any Action pending property or facility formerly (but no longer as of the Closing Date; ) owned, leased or operated by the Business (iiias currently or formerly conducted) Liabilities for Taxes or the Sellers (or any of their respective predecessors) (in each case, other than to the extent relating to any property or arising out of the Focus Factor Business accruing facility formerly owned, leased or operated by any Company); (iv) all Environmental Liabilities relating to any property or facility to which any Hazardous Substance was transported for disposal, recycling or treatment prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes by or on behalf of the SellerBusiness (as currently or formerly conducted) (in each case, whether or not relating to or arising out of the Focus Factor business and whether or not incurred prior other than to the Closing dateextent transported for disposal, including, without limitation, recycling or treatment by any Taxes payable by Company or in connection with the Seller resulting from payments made pursuant to this Agreement; operations at any Transferred Asset); (v) any deferred Liability for Taxes (A) of or payable by Parent or any of its Affiliates (other than the Companies), (B) of or payable by the Companies arising out of or relating to any Excluded Asset or the Retained Businesses, (C) of or payable by Parent or any of its Affiliates (including the Companies) resulting from, arising out of, or relating to the Pre-Closing Restructuring, (D) that are allocated to Parent pursuant to Section 6.5(e) or (E) that are PRC Capital Gains Taxes or that are French nonresident capital gains Taxes or in respect of Brazilian capital gains imposed on the transactions contemplated hereby (or resulting from the failure to be true of any nature; information, documents or records provided to Buyer under Section 6.5(l)); (vi) one-half any Liability relating to employment or employee benefits or any related matters with respect to all Business Benefit Plans, Transferred Employees and employment matters with respect to all other current and former officers, employees, directors, consultants or independent contractors of Parent or any of its Affiliates, in each case, other than (A) Liabilities of any Company (including in respect of any Company Benefit Plan), (B) Liabilities in respect of any Business Benefit Plans or otherwise that are expressly assumed by Buyer or one of its Affiliates pursuant to Section 6.7, (C) Liabilities arising after the Transfer TaxesClosing in respect of Transferred Employees, if applicable; and (D) Liabilities in respect of Automatically Transferring Employees, which Liabilities transfer to any Company or any of their respective Subsidiaries automatically pursuant to the Regulations; (vii) any liability of Seller having obligations owed by a Company to do with a business Parent or its Affiliates (other than as set forth in this Agreement, any Ancillary Agreement, or any Assumed Contract) to the Focus Factor Business; extent not included in Net Working Capital; (viii) any liability with respect to any Employee or former employee the Liabilities described in paragraph 17 of Seller, or any consultant retained by Seller; the Accounting Principles; (ix) any liability Liability set forth on Schedule 2.2(b)(viii); (x) except as set forth on Schedule 6.12, any Liability for any intercompany accounts payable (including trade accounts payable), or other loan, Contract or advance by Parent or its Affiliates to any Governmental entity Company (provided that in no event will Excluded Liabilities include amounts to the extent included as a Current Liability in the final determination of Net Working Capital); and (xi) any Liability to the extent resulting from, arising out of or resulting from Seller’s compliance relating to the Pre-Closing Restructuring. The Parties acknowledge and agree that neither Buyer nor any of its Affiliates (including the Companies) shall be required to assume or noncompliance with retain 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateExcluded Liabilities.

Excluded Liabilities. Purchaser Buyer shall not assume and shall not assume, or in any way be liable or responsible to payfor, perform or discharge any of liability other than the Assumed Liabilities, including the following Liabilities liabilities or obligations of Seller or the Business Affiliates (collectively, the “Excluded Liabilities”): ): (i) Liabilities any liability or obligation to the extent arising out of or related to the Excluded Assets; (ii) any liability or obligation arising out of or relating to any tort, breach, default or violation by Seller or any Business Affiliate on or prior to the Closing Date; (iii) any Legal Proceeding to the extent relating to or arising out of the ownership or leasing use of the Purchased Property Acquired Assets or the ownership or operation of the Business on or prior to the Closing Date; ; (iiiv) any liability arising out of any Action pending as of the Closing Date; (iii) Liabilities or obligation for Taxes relating to or arising out of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of 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; (other than any Taxes that are described in Section 2.3(a)(iv)); (v) any deferred Taxes all debts and other obligations of any nature; Seller for borrowed money; (vi) one-half all liabilities or obligations relating to any lease of real property (other than with respect to the Transfer Taxes, if applicable; Acquired Leases); (vii) any liability of Seller having or the Business Affiliates in connection with the employment of any current or former employee or other service provider of Seller or the Business Affiliates, including any Transferred Personnel, on or prior to do the Closing Date, including any liability of Seller or the Business Affiliates constituting workers’ compensation claims of such personnel with a business respect to occurrences on or prior to the Closing Date, and any liability of Seller or the Business Affiliates in connection with the termination of employment of any current or former employee or other than service provider of Seller or the Focus Factor Business; Business Affiliates, including any Transferred Personnel; (viii) any liability with respect all liabilities under or related to any Employee Benefit Plan, whether in respect of any current or former employee of SellerSeller or the Business Affiliates, including any Transferred Personnel, or their covered dependents, or any consultant retained by Seller; other current or former employees of Seller or the Business Affiliates, for benefits, claims or entitlements under any Employee Benefit Plans; (ix) any liability to any Governmental entity liabilities of Seller or the Business Affiliates 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”) negotiation and preparation of any Government entity (i.e., this Agreement and consummation and performance of the liability is imposed by the Government entity)Transactions; and (x) any liability all liabilities arising from violations of Seller under this Agreement or any other document executed in connection non-compliance with Financial Services Laws arising out of the transactions contemplated by this Agreement; and (xi) any liability operation of Seller based the Business on Seller’s actions or omissions occurring after prior to the Closing Date.

Excluded Liabilities. Purchaser shall Notwithstanding anything to the contrary in Section 2.3, Buyer is not assume assuming, and shall the Assumed Liabilities will not be responsible include, any Liability to paythe extent (A) not solely or primarily related to, perform or discharge solely or primarily or arising out of, the Business or any Acquired Asset or (B) based upon, arising out of or resulting from any fact, circumstance, occurrence, condition, act or omission existing on or occurring on or prior to the following Liabilities or obligations of Seller Closing Date (collectively, the “Excluded Liabilities”): ). Without limiting the generality of the foregoing, the Excluded Liabilities shall include all of the following: (a) all Liabilities of Sellers under this Agreement or any other Transaction Document; (b) all Liabilities for the Accounts Payable; (c) without limiting Parties’ obligations under the Transition Agreement, all Liabilities arising out of or relating to any return (including any return based on breach of warranty) of, or refund, chargeback, adjustment, allowance, rebate (including Rebates) or exchange in respect of, any Product sold by any Seller or their Affiliates prior to the Closing Date; (d) any indebtedness for borrowed money of any of the Sellers or any of their respective Affiliates; (e) all Liabilities to the extent related to the Excluded Assets; (f) any Liabilities for Taxes, whether or not accrued, assessed or currently due and payable, (i) of any of the Sellers or their Affiliates, (ii) in respect of the Exploitation of the Business or the ownership or use of the Acquired Assets for any taxable period or any portion thereof ending on or prior to the Closing Date, or (iii) in respect of the transfer of any of the Acquired Assets or Assumed Liabilities to the Buyer, other than the portion of the Transfer Taxes for which Buyer is responsible under Section 6.13(a); (g) any Liabilities of any Seller or its Affiliates relating to or arising out of (i) the ownership employment or leasing consultancy, or termination of employment or consultancy, of any employee, independent contractor, or consultant of any Seller or its Affiliates, or (ii) workers’ compensation or other employee-related claims of any employee, independent contractor, or consultant of any Seller or its Affiliates; (h) any Liability of any of the Purchased Property Sellers or their Affiliates under the Seller Benefit Plans; and (i) any Liability of any of the Sellers or their Affiliates arising out of any actual or alleged breach by any of the Sellers or their Affiliates of, or nonperformance by any of them under any Contract prior to Closing (subject to Section 2.5) or any Liability of, subject to Section 2.15, any of the Sellers or their Affiliates accruing prior to the Closing under any Contract including an Assigned Contract (for the avoidance of doubt, any remaining payment obligations (whether or not payable after the Closing) with respect to the Varizig batch described in Item 2 of Schedule 4.7(c) of the Seller Disclosure Letter are Excluded Liabilities); (j) any Liability of any of the Sellers or their Affiliates arising out of (i) any suit, action or proceeding pending or, to the knowledge of the Sellers, threatened as of the Closing Date, or (ii) any actual or alleged violation by any of Sellers of any applicable Law or regulation prior to the Closing Date, including any such violation that may be asserted by any Governmental Authority with respect to any events, circumstances, actions or omissions occurring prior to the Closing Date; and (iik) any liability Liability arising out of any Action pending as of the 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); (iv) liabilities for Taxes of 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; (v) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 Sellers’ obligations under this Agreement or any Transaction Document other document executed than all regulatory filing fees required in connection with the consummation of the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after hereunder, including as required under the Closing DateHSR Act.

Excluded Liabilities. Notwithstanding Section 2.2, and regardless of whether any of the following may be disclosed to Purchaser or any of their Representatives or otherwise or whether Purchaser or any of its Representatives may have knowledge of the same, neither Purchaser nor any of its Affiliates (including, solely after the Closing, ZZI) shall not assume and shall not assume, or be responsible deemed to payhave assumed, perform or discharge any of the following Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): ): (ia) all Liabilities relating to or arising out in respect of the ownership or leasing of Acquired Assets, including the Purchased Property Acquired Contracts (including Shared Contracts) and the Program, to the extent arising at any time prior to the Closing Date; or to the extent such Liabilities relate to (i) the conduct of the Program by the Seller Group on or prior to the Closing or (ii) any liability arising out breach, default or other violation of any Action pending as of Acquired Contracts, Shared Contracts or applicable Law by the Closing Date; (iii) Liabilities for Taxes relating to Seller Group, in each case, on or arising out of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxesincluding any Third Party Claim made following the Closing with respect to any such Liabilities); ; (ivb) liabilities for Taxes any portion of the Seller, whether or not Shared Contracts to the extent relating to the Excluded Assets (including any Seller Group program(s) other than the Program, such as the Seller Group’s proprietary antibody-drug conjugate, ZW49 (or Zanidatamab Zovodotin)); (c) all Liabilities of ZZI, to the extent arising out of the Focus Factor business and whether or not incurred at any time prior to the Closing date, including, without limitation, any Taxes payable or to the extent such Liabilities relate to (i) the conduct of the Program by the Seller resulting from payments made pursuant Group on or prior to this Agreement; the Closing or (vii) any deferred Taxes breach, default or other violation by the Seller Group of any nature; Contract to which ZZI is a party or applicable Law, in each case, on or prior to the Closing (vi) one-half of including any Third Party Claim made following 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 Closing with respect to any Employee such Liabilities); (d) all Liabilities relating to any of the Excluded Assets or former employee Non-Continuing Service Providers; (e) all Seller Tax Liabilities; and (f) all Service Provider Retained Liabilities; Confidential provided that, for the avoidance of Sellerdoubt, the Excluded Liabilities shall not include any Jazz Collaboration Agreement Liabilities or any consultant retained by Seller; (ix) any liability to any Governmental entity arising out Liability of Purchaser 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 its Affiliates under this Agreement, any Related Agreement or any other document executed in connection with the transactions contemplated by this Amended Collaboration Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.

Excluded Liabilities. Purchaser shall will not assume and shall not or be responsible liable for any Liabilities arising out of, relating to pay, perform or discharge any otherwise in respect of the ownership, occupancy or leasing of the Property on or before the Closing Date, whether by Seller, any predecessor in interest to Seller or any tenant of the any portion of the Property, including without limitation the following Liabilities or obligations Liabilities: (a) all accounts payable (including, without limitation, any accounts payable relating to expenses of Seller in connection with this Agreement and the transactions contemplated hereby); (collectivelyb) all Liabilities arising out of, under or in connection with Contracts that are not Purchased Contracts and, with respect to Purchased Contracts, Liabilities in respect of a breach by or default of Seller under such Contracts with respect to any period prior to Closing; (c) all Liabilities arising out of, under or in connection with any Indebtedness of Seller, including any related to any mortgages on real property; (d) all Liabilities for Taxes that relate to the “Excluded Liabilities”): Property for taxable periods (ior portions thereof) ending on or before the Closing Date, including, without limitation, Taxes allocable to Seller pursuant to Section 9.2, and payments under any Tax allocation, sharing or similar agreement (whether oral or written); (e) all Liabilities in respect of any pending or threatened Legal Proceeding, or any claim arising out of, relating to or otherwise in respect of the ownership, occupancy or leasing of the Property to the extent such Legal Proceeding or claim relates to such ownership, occupancy or leasing of the Property on or prior to the Closing Date; (f) all Liabilities relating to any dispute with any Person existing as of the Closing Date or based upon, relating to or arising out of the ownership events, actions, or leasing of the Purchased Property failures to act prior to the Closing Date; and (iig) any liability all Liabilities arising out of, under or in connection with the existence, operations of, or the business of any Action pending as of tenant at the 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); (iv) liabilities for Taxes of 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; (v) 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 Property with respect to any Employee or former employee of Seller, or any consultant retained by Seller; (ix) any liability period prior 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateClosing.

Excluded Liabilities. Purchaser Notwithstanding any provision of this Agreement or any Collateral Agreement and regardless of any disclosure to the Buyer, except as set forth in Section 1.3, the Buyer shall not assume and shall not be responsible to pay, perform or discharge any the Seller and Subsidiaries of the following Liabilities Seller shall retain all liabilities, obligations or obligations commitments of the Seller (collectivelyand the Subsidiaries of the Seller, the “Excluded Liabilities”): (i) Liabilities whether contingent or material, known or unknown, and whether relating to or arising out of the ownership or leasing operation of the Purchased Property PFI Business or the Acquired Assets prior to the Closing Date; (iithe "Excluded Liabilities”), including (but not limited to): (a) any liability and all non-ordinary course accounts payable of the Seller on the Closing Date arising out of any Action pending as the operation and conduct of the PFI Business prior to or on the Closing; (b) any and all Taxes arising out of, relating to or in respect of the PFI Business for any Pre-Closing Date; Tax Period; (iiic) Liabilities for Taxes any and all liabilities, obligations and commitments of the Seller associated with any leased real or personal property (other than property that is the subject of any Acquired Contract); (d) any and all liabilities, obligations and commitments of the Seller relating to or arising out of the Focus Factor Business accruing Excluded Assets; (e) any and all liabilities, obligations and commitments of the Seller with respect to environmental conditions, the presence or release of Hazardous Substances and violations of Environmental Laws, existing or occurring on or prior to the Closing Date Closing. (f) any and all liabilities, obligations and commitments of the Seller with respect to current or former Employees and their dependents and beneficiaries including, without limitationbut not limited to, accrued sales taxes); arising under any collective bargaining agreement, Employee Benefit Plan, COBRA or WARN; (ivg) liabilities for Taxes any and all liabilities, obligations and commitments of the Seller, whether Seller or not its Affiliates relating to or arising out of the Focus Factor business and whether (i) any third-party debt (other than trade accounts payable assumed under Section 1.3) incurred or not incurred prior to the Closing date, including, without limitation, any Taxes payable owed by the Seller resulting from payments made pursuant to this Agreement; or any Affiliate of the Seller or (vii) any deferred Taxes of intercompany debt incurred or owed by the Seller or any nature; (vi) one-half Affiliate of the Transfer Taxes, if applicable; Seller; (viih) any liability and all costs, liabilities, obligations and commitments associated with the closing of Seller having the Seller’s business, including but not limited to do with a business other than the Focus Factor Businessclosing of the Edison Facility; and (viiii) any liability with respect and all accrued expenses, including but not limited to any Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; commissions payable and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Datenegative cash.

Excluded Liabilities. Purchaser shall The Acquiror is not assume and shall not be responsible assuming (directly or indirectly by merger, entity acquisition or acquisition of shares) or agreeing to pay, perform pay or discharge any of the following Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): ), notwithstanding any other provision of this Agreement: (i) any Indebtedness; (ii) all control group or similar Liabilities relating except to or the extent such Liabilities are Related to the Business; (iii) any Liability set forth in Section 2.02(d)(iii) of the Disclosure Schedule; (iv) any Liability associated with any Excluded Asset; (v) any Taxes for which GE is responsible pursuant to the Tax Matters Agreement; (vi) all Liabilities resulting from, arising out of the ownership of, in connection with or leasing of the Purchased Property related to any businesses or operations (or assets related to such businesses or operations) divested, sold, disposed of, or discontinued by GE prior to the Closing Date; ; (iivii) any liability arising out of any Action pending as of all Liabilities (whether accruing before, on or after the Closing Date; ) relating in any way to (iiia) the environment, natural resources or human health and safety with respect to any real property formerly owned, leased or occupied in connection with the Business (“Former Properties”), including all Liabilities relating in any way to Hazardous Materials present or Released to, on, under, at or emanating from any Former Property or any real property to which waste from any Former Property was transported for Taxes treatment, storage, handling or disposal by or on behalf of the Sellers, the Business Subsidiaries, the Business or any predecessors thereof, (b) Hazardous Materials present or Released to, on, under, at or emanating from any real property to which waste from any Real Property was transported for treatment, storage, handling or disposal prior to the Closing by or on behalf of the Sellers, the Business Subsidiaries, the Business or any predecessors thereof, and (c) the existing lawsuits filed or written claims made against the Business (as described in Section 2.02(d) of the Disclosure Schedule) and any lawsuits filed or written claims made against the Business or its owners or their respective Affiliates within three years following the Closing Date, in each case, relating to or arising out the exposure of the Focus Factor Business accruing any person to Hazardous Materials prior to the Closing Date (includingi) with respect to any Real Property or Former Property, without limitationor (ii) with respect to any product manufactured, accrued sales taxes); processed, sold, or distributed by the Sellers, the Business Subsidiaries (ivor any predecessors thereof) liabilities for Taxes of or in connection with the Seller, whether Business or not relating to or the Business Subsidiaries; (viii) any Liability arising out of, or related to, the Business Employees and the Employee Plans that is not expressly assumed by the Acquiror pursuant to Exhibit C hereof, and any other Liability expressly excluded pursuant to Exhibit C hereof; (ix) all Liabilities arising out of, resulting from or related to the manufacture, sale, distribution and processing of the Focus Factor business and whether or not incurred asbestos-containing products prior to the Closing date, including, without limitation, any Taxes payable Date by the Seller resulting from payments made pursuant to this Agreement; Sellers, the Business Subsidiaries (v) or 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 Employee or former employee of Sellerpredecessors thereof), or any consultant retained by Seller; (ix) any liability to any Governmental entity arising out of in connection with the Business 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); Business Subsidiaries; (x) any liability Liabilities of Seller under this Agreement GETOS Singapore or any other document executed in connection with the transactions contemplated by this AgreementASM JV; and and (xi) any liability of Seller based all Liabilities, whether accruing before, on Seller’s actions or omissions occurring after the Closing Date, not Related to the Business, it being understood that this clause (xi) is not intended to and shall not override any of clauses (i) through (vii) of Section 2.02(c).

Excluded Liabilities. Purchaser Notwithstanding anything to the contrary set forth herein, none of Buyer, the Canadian Buyer, or any of their respective Affiliates shall not assume assume, and shall not be responsible deemed to payhave assumed, perform and the Sellers shall be solely and exclusively liable with respect to, all Liabilities of any Seller or discharge any of its Affiliates (other than the following Transferred Entities) or any of their respective predecessors other than the Assumed Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): ). For the avoidance of doubt, and without limiting the foregoing, none of Buyer, the Canadian Buyer, or any of their respective Affiliates shall assume or be obligated to assume, or otherwise be liable for, any of the Excluded Liabilities, including all of the following Liabilities of any Seller or any of its Affiliates (other than the Transferred Entities or any of their respective predecessors) (each of which shall constitute an Excluded Liability hereunder): (a) any Liability for Taxes of the Sellers, whether in respect of the period before, on or after the Closing including any Liability resulting from any Tax assets, Tax refunds, Tax payments, Tax credits, or other Tax attributes (including any amounts that are owed or may become owing to the Sellers from any Taxing Authority and any Claims in respect thereof) (“Tax Attributes”) of any Seller, and including, for greater certainty, any Transfer Taxes properly payable by the Sellers under applicable Law in respect of the transfer and issuance of the Transferred Assets in consideration for the Credit Bid Amount or any refunds of Taxes relating thereto, any Tax liability of any Seller (or any person related to it) for which any of the Sellers may have joint or several liability under the Tax Act or the Code, whether occurring before or after the Closing Date and whether assessed or not but excluding any Tax Attributes relating to, or attributable to, the Transferred Entities; (b) any Liability in connection with or arising from or relating to: (i) Liabilities relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Dateany Excluded Asset, including any Taxes associated therewith; (ii) any liability arising out of any Action pending as the operations of the Closing DateBusiness prior to Closing; and (iii) the operations of the Sellers, including Seller Parent and their Affiliates in Canada, France, Hungary, Norway and the United Kingdom, in each case, whether prior to, on or after the Closing; (c) except for the Assumed Debt Obligations, any Debt; (d) any Liability for any intercompany accounts payable to any Seller; (e) any fees, costs and expenses (including legal, expert, consultant, financial advisory, and accounting fees) incurred by any Seller in connection with the CCAA Proceeding or the Transaction, including all fees, costs and expenses incurred in connection with or by virtue of: (i) the negotiation, preparation and review of this Agreement, the DIP Term Sheet and all agreements ancillary or related hereto or thereto; and (ii) the preparation and submission of any filing or notice required to be made or given in connection with the Transaction, and the obtaining of any of the Consents and Approvals required to be obtained in connection with the Transaction; (f) any Liabilities for Taxes arising under or pursuant to Environmental Laws; (g) any Liabilities arising under or pursuant to Labor Laws and arising prior to the Closing, other than the Accrued Wages; (h) any Liabilities (i) relating to the Hired Employees and their dependents and beneficiaries (and any alternate payees in respect thereof) arising during or arising out of the Focus Factor Business accruing in connection with periods on or prior to the Closing Date other than those Liabilities expressly assumed pursuant to Section 2.5(f), (includingii) relating to all other current or former employees, without limitationdirectors, accrued sales taxes); (iv) liabilities consultants or candidates for Taxes employment and other individual service providers of the SellerSellers or their Affiliates and their dependents and beneficiaries (and any alternate payees in respect thereof) arising at any time, whether in each case, including any severance, termination or not payment in lieu of notice Liability and the employer portion of any payroll, social security or unemployment Tax arising in connection therewith, and (iii) other than those Liabilities expressly assumed pursuant to Section 2.5(f), arising under or out of any Law or Contract in connection with such Person’s employment, service or Contract with, or the termination of such Person’s employment, service or Contract with, any Seller or its Affiliates (other than the Transferred Entities); (i) any Liabilities and obligations relating to or with respect to the Benefit Plans including all executive or incentive compensation, bonus, deferred compensation, pension, profit sharing, severance, retirement, savings, retirement, stock option, stock purchase, group life, health or accident insurance or other Benefit Plan, including the Parent LTIP and the Parent Legacy Plans; (j) any success, retention, stay, change of control, transaction bonuses, incentive equity awards, or similar bonuses and any other payments or benefits owing to current or former employees, independent contractors or consultants of the Sellers or their Affiliates in connection with the consummation of the Transaction (including amounts or benefits payable pursuant to a “Key Employee Incentive Plan” or “Key Employee Retention Plan”, or any other arrangements with employees or consultants, that are, authorized and approved by the CCAA Court), including any employer portion of any payroll, social security or similar Taxes in respect thereof; (k) any Liability of any Seller arising out of this Agreement or any agreement ancillary or related hereto or otherwise in respect of the Focus Factor business Transaction; (l) except to the extent included in the Assumed Liabilities, any Liabilities arising out of or relating to the Business (other than the Transferred Entities), the Transferred Assets, the Transferred Intellectual Property or the ownership, operation or conduct thereof prior to the Closing; (m) any Liabilities other than the Cure Amounts for accrued expenses and accounts payable of the Business (other than the Transferred Entities), except to the extent arising on or after the Filing Date and included in Assumed Liabilities under Section 2.5; (n) any Liabilities arising as a result of any Proceeding, whether initiated prior to or not incurred following the Closing, to the extent related to the Business (other than the Transferred Entities) or the Transferred Assets prior to the Closing, including any actions for breach of contract, violations of Law, product liability or any tort actions; (o) any Liabilities arising out of any outstanding severance obligations of the Sellers with respect to or arising from the termination of employment of any prior to the Closing dateand the employer portion of any payroll, including, without limitation, social security or unemployment Tax arising in connection therewith; and (p) any Taxes payable by Liabilities to the Seller resulting from payments made extent not otherwise expressly assumed pursuant to this Agreement; (v) any deferred Taxes of any nature; (vi) one-half of Section 2.5 incurred subsequent to the Transfer Taxes, if applicable; (vii) any liability of Seller having Filing Date and prior to do with a business other than the Focus Factor Business; (viii) any liability with respect to any Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateClosing.

Excluded Liabilities. Purchaser Buyer shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge any liability or obligation of Seller, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Buyer pursuant to the following Liabilities Instrument of Assumption or Section 9.13(b) (all such liabilities and obligations of Seller (collectively, not being assumed being herein called the “Excluded Liabilities”): ) and, notwithstanding anything to the contrary in Section 2.3, none of the following shall be Assumed Liabilities for purposes of this Agreement: (a) any liabilities in respect of Taxes for which Seller is liable pursuant to Section 7.2; (b) any payables and other liabilities or obligations of Seller to any of its employees or Affiliates or any Shareholder or former employee or shareholder of Seller, including any accrued bonuses as of the Closing; (c) any costs and expenses incurred by Seller incident to its negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein; (d) any liabilities or obligations in respect of any Excluded Assets; (e) any liabilities in respect of the lawsuits, claims, suits, proceedings or investigations set forth in Schedule 5.21 (except as provided in Section 8.2(v)); or (f) any liabilities and obligations related to, associated with or arising from (i) Liabilities relating to the occupancy, operation, use or arising out control of any of the ownership or leasing of the Purchased Business Property prior to the Closing Date; Date or (ii) any liability arising out of any Action pending as the operation of the Closing Date; (iii) Liabilities for Taxes relating to or arising out of the Focus Factor Business accruing prior to the Closing Date (includingDate, without limitationin each case incurred or imposed by any Requirements of Laws, accrued sales taxes); (iv) including liabilities for Taxes of the Sellerand obligations related to, 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 limitationfrom, any Taxes payable by the Seller resulting from payments made pursuant to this Agreement; (v) any deferred Taxes Release of any nature; (vi) one-half of Contaminant on, at or from the Transfer TaxesBusiness Property, 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 Employee including all facilities, improvements, structures and equipment thereon, surface water thereon or former employee of Selleradjacent thereto and soil or groundwater thereunder, or any consultant retained by Seller; (ix) any liability to any Governmental entity arising out conditions whatsoever on, under or in the vicinity 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Datesuch real property.

Excluded Liabilities. Purchaser Except as expressly provided to the contrary in this Agreement (including, but not limited to, Section 3.2 above), under no circumstance shall not assume Buyer be obligated to pay or assume, and shall not be responsible to pay, perform or discharge any none of the following Liabilities Assets shall be or obligations become liable for or subject to, any liability of Seller or its Affiliates, including the following, whether fixed or contingent, recorded or unrecorded, known or unknown, and whether or not set forth on the Schedules hereto (collectively, the “Excluded Liabilities”): ): (ia) Liabilities any obligation or liability accruing, arising out of, or relating to acts or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; (ii) any liability arising out omissions of any Action pending as of the 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); (iv) liabilities for Taxes of 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; (v) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed Person in connection with the transactions contemplated Assets or the operation of the Business prior to the Effective Time; (b) any obligation or liability accruing, arising out of, or relating to any act or omission by this Agreement; Seller, any of its Affiliates, or any of their respective medical staff, employees, agents, vendors or representatives before or after the Effective Time (it being understood that any act or omission by the medical staff, employees, agents, vendors and representatives of the Facility and Business as of and after the Effective Time will not be the responsibility of Seller and its Affiliates); (xic) any obligation or liability accruing, arising out of, or relating to any breach of any Assumed Contract by Seller or any of its Affiliates prior to the Effective Time; (d) any obligation or liability accruing, arising out of, or relating to any Excluded Contract; (e) any long-term indebtedness (including the current portion thereof); (f) any indebtedness for borrowed money, including indebtedness owed to a bank or other similar financial institution; (g) any intercompany or related-party indebtedness; (h) any liability or obligation for severance with respect to employees of Seller based on Seller’s or its Affiliates; (i) any obligation or liability accruing, arising out of, or relating to any federal, state or local investigations, claims or actions with respect to acts or omissions occurring after (or suspected or alleged acts or omissions) of Seller, any of its Affiliates or any of their respective employees, medical staff, agents, vendors prior to the Closing Date.Effective Time; (j) any civil or criminal obligation or liability accruing, arising out of, or relating to any acts or omissions of Seller, any of its Affiliates or any of their respective directors, officers, employees and agents claimed to violate any laws;

Excluded Liabilities. Purchaser Notwithstanding any contrary -------------------- provision of this Agreement (but subject to the provisions of Sections 6.4, 6.6, 6.7, 6.8, 6.9 and 6.10 below), HDA shall not assume and shall not assume, or otherwise be responsible for, the liabilities or obligations of the Vantage Business or the Assets specified in this Section 1.5 (the "Excluded Liabilities"), whether actual or contingent, matured or unmatured, liquidated or unliquidated, known or unknown, or related or unrelated to paythe Vantage Business or the Assets, perform and whether arising out of occurrences prior to, at or discharge after the date hereof: (a) All liabilities and obligations of CNF or Vantage Sub arising out of or related to any of the following Liabilities or Excluded Assets; (b) All liabilities and obligations of Seller CNF or Vantage Sub in respect of any costs arising from or associated with the sale and transfer of the Assets, including without limitation, all broker's or finder's fees and expenses and all fees and expenses of any attorneys and accountants of CNF or Vantage Sub; (collectivelyc) All liabilities and obligations of CNF or Vantage Sub in respect of any Tax (as defined herein) relating to the Vantage Business or the Assets attributable to any period ending on or before the Closing Date; (d) All liabilities and obligations to or in respect of any employees or former employees, agents or independent contractors of the “Excluded Liabilities”): Vantage Business, including, without limitation, (i) Liabilities relating any employment (other than the employment agreement with ▇▇. ▇▇▇▇▇ ▇▇▇▇▇), incentive or severance agreement, whether or not written, between CNF or Vantage Sub and any person, (ii) all liabilities under any Employee Benefit Plan (as defined below) at any time maintained, contributed to or required to be contributed to by or with respect to CNF or Vantage Sub or under which CNF or Vantage Sub may incur liability, or any contributions, benefits or liabilities therefor, or any liability with respect to CNF's or Vantage Sub's withdrawal or partial withdrawal from or termination of any Employee Benefit Plan and (iii) any claims of an unfair labor practice, or any claim under any state unemployment compensation or workers compensation law or regulation or under any federal or state employment discrimination law or regulation, in each case related to the Vantage Business, which is asserted on or prior to the Closing Date or to the extent based on acts or omissions that occurred on or prior to the Closing; (e) All liabilities and obligations of the Vantage Business arising out of or related to any indebtedness for borrowed money owing to CNF, Vantage Sub or any of their affiliates; (f) All Losses (as defined in Section 6.4) to the ownership extent resulting from (i) Releases (as defined in Section 3.17) occurring on, about or leasing from any of the Purchased Real Property (as defined in Section 3.4) (other than a Release migrating onto the Real Property from a neighboring property not caused or knowingly and expressly permitted by CNF or Vantage Sub) during the period prior to the Closing Date that such Real Property was owned, leased or operated by CNF or Vantage Sub, (ii) the violation of any Environmental Laws (as defined in Section 3.17) by CNF or Vantage Sub in connection with the Real Property during the period that such Real Property was owned, leased or operated by CNF or Vantage Sub or (iii) Environmental Conditions (as defined in Section 3.17) on the Real Property at the Closing Date about which the individuals identified in Section 7.13 (solely in their capacities as officers or employees of CNF or Vantage Sub) had knowledge (as such term is defined in Section 7.13) on or prior to Closing but which Environmental Conditions are not referred to in the Phase I Reports or the Phase II Report (each as defined in Section 4.5) or on Schedule 3.17; (g) All Losses (as defined in Section 6.4) to the extent resulting from (i) Releases (as defined in Section 3.17) occurring on, about or from the Owned Real Property (as defined in Section 3.4), (ii) the violation of any Environmental Laws (as defined in Section 3.17) in connection with the Owned Real Property, and (iii) Environmental Conditions (as defined in Section 3.17) on the Owned Real Property, but in each case only to the extent that such Losses (1) interfere with the economic value of the Owned Real Property or (2) are contingent liabilities which presently exist with respect to the Owned Real Property. Subject to the provisions of Section 6.9 below, the Losses referred to in paragraphs (f) and (g) of this Section are hereinafter collectively referred to herein as the "Excluded Environmental Liabilities"; (h) All liabilities and obligations arising from or relating to any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products which HDA can demonstrate were sold by CNF or Vantage Sub prior to the Closing Date; and (iii) any liability arising out All liabilities and obligations of any Action pending as of the Closing Date; (iii) Liabilities for Taxes relating to or arising out of the Focus Factor Business accruing prior CNF and Vantage Sub to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of the Seller, whether or extent not relating to or arising out of the Focus Factor business and whether or not incurred prior related to the Closing date, including, without limitation, any Taxes payable by Assets or the Seller resulting from payments made pursuant to this Agreement; (v) 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 Vantage Business; (viii) any liability with respect to any Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.

Excluded Liabilities. Purchaser shall For avoidance of doubt, the Assumed Liabilities will not assume include, and shall not be responsible in no event will Buyer assume, agree to pay, perform discharge or discharge satisfy any liability or obligation under this Agreement or otherwise have any responsibility for, any liability or obligation of the following Liabilities Sellers of any kind, whether known, unknown, contingent or obligations of Seller otherwise (collectively, the “Excluded Liabilities”): ): (ia) Liabilities relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; (ii) for any liability arising out of any Action pending as of the 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); (iv) liabilities for Taxes of 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; (v) 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 indebtedness with respect to borrowed money including, but not limited to, debt owed to any Employee or former employee Affiliate of Seller, CQ or any consultant retained by Seller; bank and any inter-company balances, and any interest or penalties accrued thereon; (ixb) for any liability to any Governmental entity arising out Taxes of or resulting from Seller’s compliance or noncompliance with any law, regulation, order, injunction, judgment, decree, ruling, assessment or award Sellers (an “Order”) of any Government entity (i.e., the liability is imposed by the Government entity); (x) any liability of Seller under this Agreement or any other document executed provided that transfer taxes incurred in connection with the transactions contemplated by this AgreementAgreement shall be paid in the manner set forth in Section 7.7); (c) pertaining to any (i) Excluded Asset or (ii) Contract that is not an Assumed Contract; (d) relating to, resulting from, or arising out of, any former operation of the Business of Sellers that has been discontinued or disposed of prior to the Closing; or (e) relating to, resulting from, or arising out of, any operation of the Business of Sellers prior to the Closing Date (other than those liabilities and obligations referred to in Section 2.4) including, but not limited to, accounts payable and accrued liabilities other than those entered into in the ordinary course of the Business of Sellers, consistent with past practice (xi) any liability it being understood that all liabilities of Seller based on Seller’s actions to parties other than Buyer relating to, resulting from, or omissions occurring after arising out of Sellers’ infringement of Intellectual Property shall only accrue up to and including the Closing Date).

Excluded Liabilities. Except for the Assumed Liabilities, the Purchaser shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge (and at the Closing, the Seller shall retain (or, if necessary, expressly assume, except with respect to any Taxes of the following Seller’s Affiliates or Members under Section 2.4(b)(i)), and shall be responsible for paying, performing and otherwise discharging when due without any recourse to the Purchaser, and shall indemnify and hold the Purchaser Indemnified Parties harmless from and against and in respect of any and all Losses attributable to) any Liabilities of the Seller of any kind, currently existing or obligations of Seller hereinafter arising (collectively, the “Excluded Liabilities”): ), including the following: (ia) all Liabilities to the extent relating to or arising out of the ownership Seller Other Businesses or leasing of the Purchased Property Excluded Assets, whether arising prior to or after the Closing Date; ; (b) other than Taxes allocated to the Purchaser pursuant to Article IX, all Liabilities for (i) Taxes of the Seller and its Affiliates and Members, (ii) Taxes related to or imposed on the Purchased Assets, the Business or the Assumed Liabilities for any liability arising out of any Action pending as of taxable period ending on or before the Closing Date; , (iii) Liabilities for Taxes relating to payments under any Tax allocation, sharing or arising out of similar arrangement (oral or written) between the Focus Factor Business accruing prior to Seller and any other Person (other than the Closing Date (includingPurchaser), without limitation, accrued sales taxes); (iv) liabilities for Taxes of the Selleran obligation, whether if any, imposed under any bulk transfer 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; (v) any deferred Taxes fraudulent transfer laws of any nature; (vi) one-half of the Transfer Taxesjurisdiction, if applicable; (vii) under any de facto merger Law, successor liability of Seller having to do with a business other than the Focus Factor Business; (viii) any liability with respect to any Employee or former employee of Seller, Law or any consultant retained by Seller; (ix) any liability similar Law applicable 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; , and (xiv) any liability of Seller based on the Seller’s actions share of any Taxes pursuant to Article IX; (c) all indebtedness for borrowed money or omissions occurring after guarantees thereof of the Seller outstanding as of the Closing Date; (d) all payables and loans between the Seller and any of its Members (or Affiliates of any of its Members), except for all payables relating to profit pass-over fees due to Members (or any Affiliates of Members) under the Contracts set forth on Schedule 7.7 in respect of pre-Closing sales of Products; (e) all Liabilities with respect to any Employee Benefit Plan, any Compensation and Benefit Plan and any Business Employee, except as specifically provided in Article VIII; and (f) the other Liabilities set forth on Schedule 2.4(f).

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Purchaser shall is assuming only the Assumed Liabilities and is not assume assuming, and shall not be responsible deemed to payhave assumed, perform any other Liabilities of any Seller of whatever nature (whether arising prior to, at the time of, or discharge subsequent to Closing), whether absolute, accrued, contingent or otherwise, whether due or to become due and whether or not assets, and whether or not known or unknown or currently existing or hereafter arising or matured or unmatured, direct or indirect, and Sellers shall be solely and exclusively liable for any of the following and all such Liabilities, including, without limitation, those Liabilities or obligations of Seller set forth below (collectively, the “Excluded Liabilities”): (a) all Liabilities of Sellers relating to or otherwise arising, whether before, on or after the Closing, out of, or in connection with, any of the Excluded Assets; (b) any and all Liabilities of Sellers for Indebtedness, except as otherwise provided in this Agreement; (c) Except as stated in Section 11.1, all (i) Liabilities relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; (ii) Sellers for any liability arising out of any Action pending as of the 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 taxesTaxes payable by reason of contract, assumption, transferee or successor Liability, operation of Law, pursuant to Treasury Regulation Section 1.1502-6 (or any similar provision of any state or local law) or otherwise and any Taxes owed by Sellers (or any stockholder, member, owner or Affiliate of a Seller), relating to the Business, the Purchased Assets or the Assumed Liabilities or arising in connection with the consummation of the transactions contemplated by this Agreement) for any Pre-Closing Tax Period, (ii) Taxes imposed on any Person that are the responsibility of Sellers pursuant to Section 11.1, (iii) other Taxes of any Seller (or any stockholder, member, owner or Affiliate of a Seller) or relating to the Business, the Purchased Assets or the Assumed Liabilities of any kind or description (including any Liability for Taxes of any Seller (or any stockholder, member, owner or Affiliate of a Seller) or relating to the Business, the Purchased Assets or the Assumed Liabilities that becomes a Liability of Purchaser under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law), and (iv) Taxes arising from or in connection with an Excluded Asset; provided Excluded Liabilities shall include Taxes to be paid by Sellers as described in Section 11.1(b); (ivd) liabilities for Taxes any and all Liabilities of Sellers in respect of (x) the SellerRejected Contracts and (y) any other Contracts to which any Seller is party or is otherwise bound that (i) are not Assigned Contracts, (ii) which are not validly and effectively assigned to Purchaser pursuant to this Agreement, or (iii) to the extent such Liabilities arise out of or relate to any failure to perform, improper performance, warranty or other breach, default or violation by a Seller of any Contracts prior to Closing other than Assigned Contracts; (e) all Liabilities with respect to employment or other provision of services, compensation, severance, benefits or payments of any nature owed to any current or former employee, officer, director, member, partner or independent contractor of any Seller or any ERISA Affiliate (or any beneficiary or dependent of any such individual), whether or not relating to employed by Purchaser or arising any of its Affiliates after the Closing, that (i) arises out of the Focus Factor business and whether or not incurred prior relates to the Closing dateemployment, service provider or other relationship between any Seller or ERISA Affiliate and any such individual, including, without limitation, any Taxes payable by the Seller resulting from payments made pursuant to this Agreement; (v) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) any liability to any Governmental entity arising out of or resulting from Seller’s compliance or noncompliance Liabilities associated with any lawclaims for wages or other benefits, regulationbonuses, orderaccrued vacation, injunctionworkers' compensation, judgmentseverance, 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.retention,

Excluded Liabilities. Purchaser Notwithstanding anything to the contrary contained in this Agreement or otherwise, Buyer shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge any liability or obligation of the following Liabilities Sellers, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Buyer pursuant to Section 2.3 (all such liabilities and obligations of Seller (collectively, not being assumed being herein called the “Excluded Liabilities”): ). Without limiting the generality of the foregoing, all of the following shall be Excluded Liabilities for purposes of this Agreement: (ia) all Liabilities of the Sellers relating to or otherwise arising, whether before, on or after the Closing Date, out of, or in connection with, any of the Excluded Assets; (b) all accounts payable arising from the Business (including without limitation those arising under Contracts and Real Property Leases) which accrue or arise prior to the Closing Date and which remain unpaid on the Closing Date, except insofar as they are within 2.3(c); (c) claims of Creditors not expressly assumed hereunder; (d) all Liabilities with respect to all Employee Plans, policies, agreements and arrangements of the Sellers and their Affiliates, including all Employee Plans, and any Liability to or in respect of, or arising out of or in connection with, the ownership or leasing employment by any of the Purchased Property Sellers or cessation of employment with any of the Sellers of any Employees or independent contractors or former employees or independent contractors of any of the Sellers, including any severance obligations that arise on or prior to the Closing Date and any WARN liability associated with the termination of Employees; (e) any and all federal or state regulatory charges or assessments in respect of operations of Sellers prior to the Closing Date; (ii) any liability arising out , including but not limited to all universal service fund charges, federal excise taxes, FCC charges for network access, local number portability charges, telecommunications relay service charges, local communications taxes, state gross receipts taxes, state utility privilege taxes and 911 fees, other than those paid by the allocation to Priority Claims of any Action pending as a portion of the Closing Date; Purchase Price; (iiif) Liabilities for all Taxes relating to payable or that become payable by Sellers arising out from the conduct of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes other than those paid by the allocation to Priority Claims of a portion of the Seller, whether or not relating to or arising out Purchase Price (which shall encompass Taxes incurred postpetition in the course of operation of the Focus Factor business Business, for purposes of this Agreement). All sales Taxes and whether or not incurred universal service charges collected by Buyer attributable to a sale that occurred prior to the Closing date, including, without limitation, any Taxes payable by Date shall be remitted to the Seller resulting from payments made pursuant appropriate Taxing Authority or universal service administrative company for credit to this Agreement; Sellers’ account; (vg) any deferred Taxes of any nature; (vi) one-half debt of the Transfer TaxesSellers, if applicable; except to the extent otherwise expressly included in Assumed Liabilities; (viih) any liability Claim or Interest or any kind or nature in any of Seller having to do with a business other than the Focus Factor Business; Shares; (viiii) any liability liabilities or obligations of Sellers arising prior to the Closing Date, except as expressly assumed by Buyer in writing, including any obligations to any holders of Claims and/or Interests in the Sellers or affiliates thereof. (In the event of an Alternative Transaction, the enumeration of items in 2.4(a)-(i) above shall, with respect to any Employee entity whose Shares are being acquired, refer to such entity’s liabilities and shall require the termination of such liabilities as a condition of Closing, it being the intent that Buyer shall acquire such Shares of such entity only if such liabilities of such entity have been discharged or former employee otherwise disposed of.) For the avoidance of Sellerdoubt, or amounts paid by Buyer on behalf of the Existing DIP Payment Amounts, Pre Closing Expenses, Administrative Expense Claims including Professional Fees, and Priority Claims at Closing shall be in the nature of payment of the Purchase Price and shall be allocated by Sellers as set forth in the Plan, with Administrative Expense Claims and the Cure Amount first using any consultant retained funds deemed not to collateralize the Pre-Petition Facility. No presumption shall arise as to the assumption by Seller; (ix) Buyer of any liability liabilities related to any Governmental entity arising out of Administrative Expense Claims including Professional Fees or resulting from Seller’s compliance or noncompliance with any law, regulation, order, injunction, judgment, decree, ruling, assessment or award (an “Order”) Priority Claims by virtue of any Government entity (i.e., the liability is imposed payments of amounts allocated by the Government entity); (x) any liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateSellers to such categories.

Excluded Liabilities. Purchaser shall Notwithstanding anything to the contrary set forth in Section 2.2(c) or elsewhere in this Agreement, the Acquiror is not assume and shall not be responsible assuming or agreeing to pay, perform pay or discharge any of the following Liabilities of the Company or obligations its Subsidiaries (other than the Transferred Entities solely in respect of Seller Section 2.2(d)(i); it being understood, for the avoidance of doubt, that the Acquiror assumes and agrees to pay or discharge all other Liabilities of the Transferred Entities) (collectively, the “Excluded Liabilities”): ): (i) Liabilities any Indebtedness of the Company (including any interest thereon or other amounts payable in connection therewith); (ii) any Liability relating to or arising out under any Excluded Asset; (iii) any Liability for Taxes, relating to the operation or ownership of the ownership or leasing Business (including Taxes relating to the Transferred Assets) and any Liability for Taxes of a Transferred Entity, in each case, (x) for any Pre-Closing Tax Period and (y) for the Purchased Property prior to portion of any Straddle Period ending on the Closing Date; , apportioned in the manner described in Section 7.1(a), and any Transfer Taxes imposed in connection with the transactions contemplated by this Agreement that are allocable to the Company pursuant to Section 5.9; (iiiv) any liability arising out of any Action pending as of all Liabilities related to the Closing Date; Company Plans, other than the Assumed Liabilities; (iiiv) all Liabilities for Taxes relating to or the extent arising out of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of the Seller, whether operation 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 conduct by the Seller resulting from payments made pursuant to this Agreement; (v) Company or any deferred Taxes of its Affiliates 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; ; (vi) all Liabilities related to any equity interests of the Company or any of its Affiliates (including Blue Acquisition Group, Inc.) or obligating the Company to issue, deliver, sell, repurchase, redeem or otherwise make any payments with respect to, or cause to be issued, delivered, sold, repurchased, redeemed or otherwise paid, any equity interests of the Company or any of its Affiliates (including Blue Acquisition Group, Inc.) or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such equity interests of the Company or any of its Affiliates (including Blue Acquisition Group, Inc.); (vii) except as otherwise provided in Section 2.2(c)(vii), Section 2.2(c)(xiv) or Article VI hereof, all Liabilities related to the Business Employees and Former Business Employees; (viii) any liability with respect to any Employee fees, costs or former employee of Sellerexpenses (including investment banking, financial advisory, legal counsel, accountants, advisors and other service providers) incurred by the Company or any consultant retained of its Affiliates in connection with this Agreement and the transactions contemplated by Seller; this Agreement; (ix) any liability all Liabilities relating to any Governmental entity arising out failure of or resulting from Seller’s compliance or noncompliance any Person to take actions required to comply with any lawapplicable bulk sale Law, regulation, order, injunction, judgment, decree, ruling, assessment bulk transfer Law or award similar Law (an “Order”excluding Tax Laws) of any Government entity (i.e., the liability is imposed by the Government entity); (x) any liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and and (xix) all Liabilities in respect of the Company’s Kingsburg, California, or Terminal Island, California, facilities, including with respect to any liability of Seller based on Seller’s closures, divestitures or remedial actions or omissions occurring after the Closing Dateregarding such facilities.

Excluded Liabilities. Purchaser shall not assume and shall not assume, pay, or in any way be liable, responsible or obligated to pay, perform or otherwise assume or discharge the Excluded Liabilities. The Excluded Liabilities include but are not limited to the following: (a) any liability or obligation of Seller or Aerojet under this Agreement or on account of any of the following Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): (i) Liabilities relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; (ii) any liability arising out of any Action pending as of the 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); (iv) liabilities for Taxes of the Seller, whether or not relating to or arising out of the Focus Factor business and whether or not incurred prior to the Closing dateTransaction, including, without limitation, any Taxes payable liability or obligation of Seller or Aerojet to attorneys, accountants, brokers, or others for services rendered or expenses incurred by or on behalf of Seller or Aerojet and all other expenses associated with the Seller resulting from payments made pursuant to this Agreement; transfer of the Purchased Assets; (vb) any deferred Taxes liabilities or obligations of Seller or Aerojet which would arise as a result of either a breach of any nature; of representations and warranties hereunder of any Seller Party, or a breach of any covenants or agreements hereunder of any Seller Party; (vi) one-half of the Transfer Taxes, if applicable; (viic) any liability or obligations of Seller having or Aerojet under any Tax sharing agreements by and among any of the Seller Parties existing on or prior to do with a business other than the Focus Factor Business; Closing Date; (viiid) any liability with respect all Retained Tax Liabilities; (e) all liabilities related to any Employee Benefit Plan or former employee Employee Pension Benefit Plan, except to the extent accrued on the Closing Balance Sheet or except as specifically assumed by Purchaser pursuant to Section 6.2 of Seller, or any consultant retained by Seller; this Agreement; (ixf) Pre-Closing Environmental Liabilities; (g) any liability liabilities or obligations of Seller or Aerojet in connection with any inter-company loan or advance from a Seller Party to another Seller Party or to any Governmental entity Affiliate of any Seller Party; (h) any liabilities or obligations of Seller or Aerojet incurred in connection with the sale by any one or more Seller Party of certain equity interests in Seller to NextPharma Technologies S.A or NextPharma Technologies USA Inc. or both, and the subsequent reacquisition of such equity interests by any one or more Seller Party; (i) any liabilities or obligations of arising out of noncompliance with bulk sales laws which may be applicable to the Transaction; and (j) all liabilities and obligations arising out of or resulting from Seller’s compliance the conduct of the Business occurring on 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after prior to the Closing Date, except for the Assumed Liabilities or in accordance with the definition of Pre-Closing Environmental Liabilities.

Excluded Liabilities. Purchaser In no event shall not Purchaser, Worthington Warehouse or WS Michigan assume and shall not be responsible or agree to pay, perform discharge or discharge perform, as appropriate, under this Section 1.4 or otherwise, any Liability or Obligation of Sellers other than the following Liabilities or obligations of Seller (collectively, the “Excluded Assumed Liabilities”): (i) Liabilities relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; (ii) any liability arising out of any Action pending as of the 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); (iv) liabilities for Taxes of 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 Liability or Obligation in respect of any of the following (the “Excluded Liabilities”): (a) any Liability or Obligation arising under the terms of: (i) any collective bargaining agreement or other Contract made by Sellers with any labor organization relating to the terms and conditions of employment of any employees of the Business; (ii) any agreement, promissory note, indenture or other instrument or Contract creating or relating to any obligation of any of the Sellers for payment of any indebtedness of any of the Sellers or any Seller resulting from payments Affiliate for borrowed money, including, but not limited to, any guaranty made pursuant by any Seller of any indebtedness for borrowed money of any Seller or any Seller Affiliate and any security agreement made by any Seller in connection with any indebtedness for borrowed money of any Seller or any Seller Affiliate; (iii) any Contract made by any Seller with any insurance company providing for the issuance of any insurance coverage with respect to this Agreementthe Business, any employees of the Business or the Purchased Assets; (iv) any Contract entered into by any Seller or any Seller Affiliate concerning any acquisition or divestiture of all or a substantial portion of the assets and related liabilities of, or any acquisition or divestiture of all the outstanding equity interests of, any operating business which is now or, prior to any such divestiture was, included within the assets of Business; and (v) any deferred other Contract not identified as an Assumed Contract (all of the foregoing Contracts being hereinafter referred to as the “Excluded Contracts”); (b) all Liabilities and Obligations of Sellers arising from a failure by Sellers to comply with the provisions of the WARN Act, to the extent applicable, in connection with the shutdown of the Buffalo Facility; provided, however, that nothing herein shall be deemed or construed to limit or impair any obligation of Purchaser to reimburse the Sellers for any such Liabilities or Obligations as provided for by the Transition Agreements; (c) any product liability or similar claim for injury to person or property, 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 any of the Sellers, or alleged to have been made by any of the Sellers, or which is imposed or asserted to be imposed by operation of law, in connection with any service performed or product licensed, sold, distributed, leased or manufactured by or on behalf of Sellers prior to the Closing, including, without limitation, any claim relating to any product delivered in connection with the performance of such service and any claim seeking recovery for special, incidental or consequential damages, including, without limitation, lost revenues or income; (d) except as otherwise provided for by Section 1.4.1(g), Section 1.4.1(h), Section 1.4.1(i), Section 9.3, Section 9.4 and Section 9.6 hereof, any Taxes or other Obligation and expense of any nature; (vi) one-half of the Transfer kind or nature relating to Taxes, if applicable; including without limitation, any Liabilities, Obligations and expenses pursuant to any tax sharing agreement, tax indemnification and expenses pursuant to any tax sharing agreement, tax indemnification or similar arrangement (viiand all penalties, interest and additions with respect thereto) any liability of Seller having to do with a business other than the Focus Factor Business; (viiii) any liability payable with respect to any of the Sellers, the Seller Group, the Business, the Purchased Assets or the assets, properties or operations of any of the Sellers, or (ii) incident to or arising as a consequence of the negotiation or consummation of this Agreement and the transactions contemplated hereby by Sellers; (e) any Liability or Obligation under, in connection with or related to the Excluded Assets including, without limitation, those Liabilities and Obligations related to severance, shutdown, or other costs related to the closing of the Buffalo Facility; provided, however, that nothing herein shall be deemed or construed to limit or impair any obligation of Purchaser to reimburse the Sellers for any such Liabilities or Obligations as provided for by the Transition Agreements; (f) except as included within accounts payable and/or Assumed Contracts assumed by Purchaser or Worthington Warehouse, any Liability or Obligation arising prior to or as a result of the Closing to any agent, independent contractor or consultant of any of the Sellers, whether or not employed or engaged by Purchaser or Worthington Warehouse after the Closing, or under any benefit arrangement with respect thereto; (g) any Liability or Obligation arising under any Employee Plans maintained by Sellers; (h) any Liability or former employee Obligation of SellerSellers arising or incurred in connection with the negotiation, preparation and consummation of this Agreement and the transactions contemplated hereby and the fees and expenses of counsel, accountants and other experts; (i) any Liability or Obligation with respect to defective products sold by Sellers except as set forth in Section 1.4.1(d); (j) any Liability or Obligation of any of Sellers for indebtedness for borrowed money, indebtedness secured by Encumbrances on any of Sellers’ assets, or guarantees of any of the foregoing; (k) any Liability or Obligation of Sellers arising by reason of any violation or alleged violation of, or non-compliance with, any Regulation which occurred prior to the Closing Date, including, without limitation, any Environmental Law or Environmental Requirement, or any consultant retained requirement of any Governmental Authority or by Seller; reason of any breach or alleged breach of any Contract, Authorization, approval, or Order, regardless of when any such violation or breach is asserted; (ixl) any liability to any Governmental entity Liability or Obligation 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 under this Agreement or any other document executed occurring in connection with Environmental Activities conducted by any of the Sellers prior to the Closing Date or the environmental condition of any Seller Property and the Use of any Seller Property prior to the Closing, including, without limitation, any Liability or Obligation under CERCLA or RCRA; (m) any Liability or Obligation of any of the Sellers to such Seller’s shareholders or any former shareholders of such Seller; (n) any Liability or Obligation of any of the Sellers for payment of any fees, expenses, commissions or other similar payments which may be due and payable to any agent, broker or finder arising in connection with the consummation of the transactions contemplated by this Agreement; and ; (xio) any liability Liability or Obligation of Seller any of the Sellers arising under Chapter 5 of Title 11 of the United States Code, but only to the extent that any such Liability or Obligation is attributable to (i) payment(s) received by any of the Sellers from any Debtor (within the meaning of Title 11 of the United States Code), including, without limitation, the payments made to one or more of the Sellers totaling approximately $733,000.00, as set forth in the Statement of Financial Affairs of Debtor DynAmerica Manufacturing, LLC filed on August 18, 2008, Case No. 08-11515 (KG), pending in the United States Bankruptcy Court for the District of Delaware, (ii) transfer(s) to the Sellers of an interest of the Debtor in property, (iii) the incurrence of any obligation of the Debtor, or (iv) an improvement in position of any of the Sellers relative to the Debtor as set forth in Section 553(b) of the Bankruptcy Code; or (p) any other Liability or Obligation of Sellers not expressly assumed by Purchaser or Worthington Warehouse under Section 1.4.1 hereof, including, without limitation, any other Liability or Obligation, which arises out of or is based on Seller’s actions upon the operation of the Business or omissions occurring after ownership of the Closing DatePurchased Assets prior to the Closing.

Excluded Liabilities. Purchaser Notwithstanding any other provision of this Agreement, Buyer shall not assume and shall not or be bound by or be obligated or responsible for any duties, responsibilities, commitments, expenses, obligations or liabilities of Sellers or relating to paythe Transferred Assets (or which may be asserted against or imposed upon Buyer as a successor or transferee of Sellers, perform or discharge any as an acquirer of the Transferred Assets or as a matter of Law) of any kind or nature, fixed or contingent, known or unknown, other than the Assumed Liabilities, including, without limitation, the following Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): ): (i) Liabilities relating to or arising out any Liability of the ownership or leasing Sellers in respect of the Purchased Property prior to the Closing Date; any Taxes; (ii) any liability arising out Liability of Sellers under any Action pending as of the Closing Date; Contract or Lease that is not an Assumed Contract or Lease; (iii) Liabilities except for Taxes the Cure Costs assumed by Buyer pursuant to Section 1.1(c)(ii), any Liability of Sellers relating to or and arising out from Sellers’ operation of the Focus Factor Business accruing Transferred Assets prior to the Closing Date (including, without limitation, accrued sales taxes); Closing; (iv) liabilities for Taxes any Liability of 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; (v) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) any liability to any Governmental entity Sellers arising out of or resulting from Seller’s their compliance or noncompliance with any law, regulation, order, injunction, judgment, decree, ruling, assessment or award Law; (an “Order”) of any Government entity (i.e., the liability is imposed by the Government entity); (xv) any liability Liability of Seller Sellers arising out of or related to any Legal Proceeding against it and that was asserted on or prior to the Closing Date; (vi) any Liability of Sellers arising under this Agreement or in connection with any other document executed Employee Plans of, or maintained or required to be maintained, by Sellers; (vii) any Liability of Sellers to pay any fees or commission to any broker or finder in connection with the transactions contemplated by this Agreement; and ; (xiviii) any liability of Seller based on Seller’s actions Liability to the extent relating to any Excluded Asset or omissions occurring after the Closing Datethat is not an Assumed Liability; and (ix) any Liability not expressly assumed by Buyer in this Agreement.

Excluded Liabilities. Purchaser shall Other than the Assumed Liabilities, Buyer is not assume and shall not be responsible to pay, perform assuming any liability or discharge any of the following Liabilities or obligations obligation of Seller or the Selling Person of any nature, whether absolute, accrued, contingent, liquidated or otherwise, and whether due or to become due, asserted or unasserted, known or unknown (collectively, “Liabilities”), including, without limitation, those Liabilities set forth below (except to the extent it is an Assumed Liability) (collectively, the “Excluded Liabilities”): ): (a) Liabilities in respect of any of the Excluded Assets; (b) Liabilities, including any Proceeding or other third Person claim, relating to or arising from the activities or operation of the Business with respect to any period of time (or portion thereof) occurring on or prior to the Closing; (c) Liabilities relating to Indebtedness or intercompany payables of Seller; (d) Liabilities relating to loans or payables by Seller to the Selling Person or other Liabilities of Seller to the Selling Person; (e) Liabilities of Seller or its direct or indirect owner(s) relating to (i) Taxes for any taxable period (or portion thereof) ending on or before the Closing Date, taking into account the pro rata amount allocated to the pre-Closing period determined under Section 4.5; (ii) any Taxes described in Section 4.4 that are the responsibility of the Seller; (iii) unpaid Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law) or as a successor or transferee by contract or otherwise; (iv) payments to any Person under any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or similar agreement with respect to Taxes; or (v) any other Taxes for which Seller or the Selling Person is responsible under Section 4.4 or Section 4.5; provided, however, that the revenue generated on the Closing Date as described in Section 1.1(j) shall be deemed to have occurred on the first day after Closing, and therefore, Buyer shall be fully responsible for Taxes associated with such revenue; (f) Liabilities related to Seller’s or the Selling Person’s transaction fees and expenses contemplated in Section 4.2 or otherwise; (g) any undisclosed Liability; (h) Liabilities incurred other than in the ordinary course of Seller’s business, consistent with past practice; (i) Liabilities relating related to or arising out of any Employee Benefit Plans (except to the ownership or leasing of the Purchased Property extent such Employee Benefit Plan is expressly set forth on Schedule 1.1(e)); (j) Liabilities related to premiums for officer’s life insurance policies that are in place immediately prior to the Closing Date; ; (iik) any liability arising out of any Action pending as of the Closing Date; (iii) all Liabilities for Taxes relating breach of warranty (whether covered by insurance or not) with respect to services rendered on or arising out of the Focus Factor Business accruing prior to the Closing Date Date; (including, without limitation, accrued sales taxes); (ivl) liabilities for Taxes Liabilities of the Seller, whether or not Seller relating to any, or arising out of the Focus Factor business and whether with respect to any, present or not incurred prior to the Closing dateformer employees, officers, directors, retirees, independent contractors or consultants, including, without limitationlimitation any change of control or severance Liabilities relating to such individuals, except to the extent accrued for as current liabilities in Adjusted Net Working Capital; (m) Liabilities related to any Taxes payable by the Seller resulting from payments made pursuant to this AgreementReal Property; and (vn) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 (Liability that is not an “Order”) of any Government entity (i.e., the liability is imposed by the Government entity); (x) any liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateAssumed Liability.

Excluded Liabilities. Purchaser shall The Buyer will not assume and shall will not be responsible (and no Designated Affiliate will assume or be responsible) to pay, perform or discharge any Liabilities of any member of the following Seller Group or any other Seller Affiliate of any kind or nature whatsoever other than the Assumed Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): ). Without limiting the generality of the foregoing, the Excluded Liabilities include, but are not limited to, the following: (a) any Liabilities of any member of the Seller Group arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents or the Transaction, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (b) any Liabilities for Taxes (i) relating to the Purchased Assets with respect to a Pre-Closing Tax Period (which Taxes include, by way of example and not limitation, real and personal property Taxes), and (ii) of any member of the Seller Group, any equityholder of any Seller or any other Affiliate of any Seller, including, without limitation, any Taxes imposed pursuant to Section 7519 of the Code; (c) any Liabilities relating to or arising out of the Excluded Assets; (d) any Liabilities arising out of, relating to or otherwise in respect of the ownership or leasing operation of the Business or the Purchased Property Assets prior to Closing; (e) any Liabilities arising out of, relating to or otherwise in respect of any products manufactured or sold or any service performed by any member of the Seller Group or any other Seller Affiliate; (f) except as provided in Section 1.3 above, any Liabilities with respect to the Benefit Plans, arising at any time whether prior to or following the Closing Date, including but not limited to, Liabilities arising from income or excise Tax assessments, participant benefit claims, or fiduciary conduct or arising under ERISA or the Code; (g) except as provided in Section 1.3 above, any Liabilities with respect to any current or former employee, officer, director, independent contractor, consultant or other service provider of any member of the Seller Group or any Seller Affiliate arising at any time whether prior to or following the Closing Date relating to (i) any employment, consulting or other service relationship with such member of the Seller Group or such other Seller Affiliate; (ii) the termination of any employment, consulting or other service relationship with such member of the Seller Group or such Seller Affiliate (including, but not limited to, any obligation or Liability of any member of the Seller Group under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state or local law (the “WARN Act”) resulting from, arising out of or otherwise with respect to any action taken on or prior to the Closing Dateother than any action taken by the Sellers to comply with their obligations in the first sentence of Section 4.18(b); (ii) provided, that any liability arising out of any Action pending as of the Closing Date; (iii) Liabilities for Taxes relating to such WARN Act obligation or Liability arising out of the Focus Factor Business accruing prior Buyer’s failure to offer employment at the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes to employees of the Seller, whether Sellers in compliance with its obligation in Section 4.18(a) shall not be an Excluded Liability; or not relating to (iii) indemnification or arising out of the Focus Factor business and whether or not incurred prior to the Closing datesimilar obligations, including, without limitation, any Taxes payable by the Seller resulting from payments made pursuant to this Agreement; (v) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) any liability to any Governmental entity Liability arising out of or resulting from Seller’s relating to any act or omission by any member of the Seller Group, any violation of or non-compliance with or noncompliance with obligation arising under any lawapplicable Law respecting employment, regulationcompensation or benefits, orderand any and all costs, injunction, judgment, decree, ruling, assessment or award other Liabilities for severance pay (an “Order”) whether or not triggered by virtue of any Government entity (i.e., the liability is imposed by the Government entity); (x) any liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; ), vacation pay, sick pay, health and medical claims and requests for reimbursements, and similar and other benefits, relating to any period of employment with any member of the Seller Group or any other Seller Affiliate, whether arising as a matter of Contract, Law or otherwise; (xih) any liability of Seller based on Seller’s actions Liabilities or omissions occurring after claims arising under or relating to Environmental Laws, Environmental Permits or Hazardous Materials relating to the Purchased Assets to the extent relating to conditions, circumstances, events or facts first arising prior to the Closing Dateor the ownership or operation of the Business prior to the Closing; (i) any Liabilities of the Business relating to or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders issued by the Business’s customers to any member of the Seller Group on or before the Closing that: (i) do not constitute part of the Purchased Assets; (ii) did not arise in the ordinary course of business; or (iii) are not validly and effectively assigned to the Buyer pursuant to this Agreement; (j) any Liabilities under any Contracts: (i) that are not validly and effectively assigned to the Buyer pursuant to this Agreement; or (ii) to the extent such Liabilities arise out of or relate to a breach by any member of the Seller Group or any other Seller Affiliate of such Contracts prior to Closing; (k) any Liabilities under (i) any Assigned Contract arising out of, relating to or otherwise in respect of the performance of such Assigned Contract or activities that occurred prior to Closing or (ii) the Construction Contract arising out of, relating to or otherwise in respect of the performance of the Construction Contract prior to its assignment to the Buyer or its Designated Affiliate, whether pursuant to and in accordance with an Assignment Document or the Owner’s Representative Agreement; provided, that “Excluded Liabilities” shall include all Liabilities that C▇▇▇▇ retains under the Owner’s Representative Agreement (including, without limitation, the obligation to pay all amounts due under the Construction Contract, including retainage, to ESI) following such an assignment to the Buyer or its Designated Affiliate; (l) any Liabilities associated with any Indebtedness of the Business or any member of the Seller Group; (m) any Liabilities arising out of, in respect of or in connection with the failure by any member of the Seller Group to comply with any Law or Governmental Order; (n) any Liabilities arising out of, in respect of or in connection with The Fresh Kitchen, but solely to the extent such Liabilities relate to any period prior to the Final Completion; (o) any Liabilities associated with or relating to Transaction Expenses; and (p) any Liabilities described on Section 1.4(p) of the Disclosure Schedules.

Excluded Liabilities. Purchaser shall Buyer will not assume and shall not be responsible or have any obligations with respect to pay, perform or discharge any of the following other Liabilities or obligations of the Seller not specifically assumed pursuant to Section 2.1 and Section 2.2 Without limiting the foregoing, Buyer will not assume or become liable or otherwise obligated for the following liabilities and obligations (collectively, the “Excluded Liabilities”): ): (a) Any liability or obligation of Seller for personal injury or death (including sickness, trauma, wrongful death, disease, pain and suffering, loss or damages and the like), property damage, product liability and other damage and injury claims arising out of Seller’s conduct of the Business or any of its other lines of business prior to the Closing, whether or not any claim or litigation has been instituted with respect thereto and whether or not any claim is covered, partially or fully, by insurance, provided that any such insurance coverage of a claim shall be applied toward satisfaction of such covered claim; (b) Any liability to any current or former shareholder, partner, director or controlling person of the Seller, any obligation to any other Person affiliated with the Seller, its Affiliates or predecessors, or any obligation for intercompany payables or any guarantees of indebtedness of Seller or any of its Affiliates or predecessors; (c) Any obligation for any Tax not enumerated in Section 2.2(e), including but not limited to (i) Liabilities relating to or arising out of the ownership or leasing of the Purchased Property prior any income Tax payable by Seller with respect to the Closing DateBusiness operations, including without limitation, the Business; (ii) any Tax payable by Seller with respect to the ownership, possession, purchase, lease, sale, disposition or use of assets at any time, including without limitation, the Acquired Assets and not enumerated in Section 2.2(e); or (iii) any obligation for any Tax of any person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, foreign or subsequent law), as a transferee or successor, by agreement or otherwise; (d) Any liability arising out of any Action pending as of the Closing Date; (iii) Liabilities for Taxes relating to or arising out of the Focus Factor Business accruing violation prior to the Closing Date of any federal, state, or local statute, ordinance, regulation or order; (including, without limitation, accrued sales taxes); (ive) liabilities for Taxes of the Seller, whether or not relating to or Any liability arising out of the Focus Factor business and whether any violation or not incurred breach of any Contract assumed by Buyer which violation or breach occurred prior to the Closing date, including, without limitation, any Taxes payable by the Seller resulting from payments made pursuant to this Agreement; Closing; (vf) any deferred Taxes Any liability arising out of Seller’s violation or breach of any nature; (vi) one-half of the Transfer Taxes, if applicable; (vii) obligations it has or any liability of Seller having to do with a business other than the Focus Factor Business; (viii) any liability third parties’ rights with respect to any Employee of the Intellectual Property; (g) Any liability of Seller relating to the employment of current or former employee employees, independent contractors, officers or directors of SellerSeller relating to periods prior to Closing; including but not limited to claims for salaries, wages, severance pay, vacation pay or benefits, workers compensation, violation or alleged violation of any agreements, statute, rules, regulations or Governmental Order, employment practices or the condition of the work place, whether based on breach of contract, wrongful discharge, retaliatory discharge, bad faith, impairment of economic opportunity, intentional infliction of emotional harm or any other tort, violations of any constitutional right, or any consultant retained other form of hiring or employment discrimination; (h) Any liability or obligation to any person arising by Seller; reason of a claim that the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated herein constitutes a breach, termination, impairment of, or gives a right to additional payment for specific performance under any contract lease or other agreement to which the Seller is a party or by which its assets are bound; (ixi) Subject to Section 5.11 hereof, any liability relating to any Governmental entity products manufactured or sold by Seller or services provided by Seller prior to the Closing; (j) Any matter 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”) incurred in respect of any Government entity (i.e., the liability is imposed by the Government entity); (x) any liability business or transaction of Seller under this Agreement or any other document executed Affiliate occurring after the Closing, except as otherwise provided herein or contemplated hereby; (k) Any Environmental Liabilities; (l) Any liability relating to the failure of Buyer or Seller to comply with bulk sales laws and any similar laws in connection with respect of the transactions contemplated by this Agreement; and ; (xim) any Any other suits, actions or claims against Seller or its stockholders; (n) Any liability of Seller based on or Seller Affiliate arising from the operations of Seller and Seller’s actions Affiliate in Mexico prior to Closing that are Environmental Liabilities, or omissions occurring after Taxes, or the Closing Dateemployee benefits provided for in the collective bargaining agreement referenced in Section 5.9(b); (o) Any bank debt; and (p) Any liability or obligation relating to Excluded Assets or the Excluded Business.

Excluded Liabilities. Neither Purchaser nor any of its Affiliates or representatives shall not assume and or have any responsibility for, or shall be deemed to have assumed or have any responsibility for any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the "Excluded Liabilities"). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be responsible to paylimited to, perform the following: (a) any claim by (i) any then-current or discharge former holder or alleged then-current or former holder of any of the following Liabilities or obligations Equity Interests of Seller (collectivelyincluding any predecessors), the “Excluded Liabilities”): (i) Liabilities relating to or arising out of, resulting from or in connection with (A) the Transactions or this Agreement, including the allocation and distribution of the ownership Purchase Price to the Securityholders, or leasing (B) such Person's status or alleged status as a holder of the Purchased Property Equity Interests of Seller (including any predecessors) at any time at or prior to the Closing Date; Closing, whether for breach of fiduciary duty or otherwise, or (ii) any liability arising out Person that holds any promise or other commitment for Equity Interests of Seller; (b) any Action pending as Excluded Contract; (c) any Excluded Asset; (d) the negotiation and preparation of this Agreement and consummation and performance of the Transactions, including legal and accounting fees, brokerage commissions, finder's fees or similar fees or commissions, and income liability for Taxes so arising; (i) any Taxes arising from ownership or operation of the Purchased Assets during a Pre-Closing DateTax Period, (ii) any Taxes other than Transfer Taxes that may arise as a result of the consummation of the transfer contemplated by this Agreement, including as a result of the provisions of Section 9.11; and (iii) Transfer Taxes; (f) any Liabilities retained by, or allocated to, Seller under Section 5.1; (g) any Seller Debt; (h) any Liabilities of Seller arising under or in connection with any Seller Benefit Plan providing benefits to any present or former employee of Seller; (i) any Liabilities of Seller for Taxes relating to any present or arising out former employees, officers, directors, retirees, independent contractors or consultants of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of 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; Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers' compensation, severance, retention, termination or other payments; (vj) any deferred Taxes of Liabilities to indemnify, reimburse or advance amounts to any nature; (vi) one-half of the Transfer Taxespresent or former officer, if applicable; (vii) any liability director, employee or agent of Seller having to do with a business other than the Focus Factor Business; (viii) any liability including with respect to any Employee or former employee breach of Seller, or any consultant retained fiduciary obligations by Sellersame); and (ixk) any liability Liabilities relating to any Governmental entity arising out of bulk sales, bulk transfer or resulting from Seller’s compliance or noncompliance with any law, regulation, order, injunction, judgment, decree, ruling, assessment or award (an “Order”) similar Legal Requirements of any Government entity (i.e., jurisdiction applicable to the liability is imposed by the Government entity); (x) any liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateTransactions.

Excluded Liabilities. Purchaser shall Buyer is not assume assuming and shall not be responsible to pay, perform perform, or discharge any debt, liability, obligation, understanding, arrangement or contract, whether written or oral or existing, contingent or inchoate, except the Assumed Liabilities. Without limiting the scope of the following Liabilities foregoing, it is expressly agreed that Buyer shall not assume: 2.2.1 Any obligations, liabilities or obligations expenses of Seller (collectivelyfor any brokerage or finder's commission relating to this Agreement, the “Excluded Liabilities”): purchase of the Assets or any of the transactions contemplated hereby or thereby. 2.2.2 Any federal, state or local income or other tax (i) Liabilities relating payable with respect to the Business, operations, assets or arising out properties of the ownership or leasing of the Purchased Property Seller for any period prior to the Closing Date; , or (ii) incident to or arising as a consequence of the negotiation or consummation by Seller of this Agreement and the transactions contemplated hereby, including any sales or other taxes imposed upon the transfer and delivery of the Assets to Buyer. 2.2.3 Any liability or obligation under or in connection with assets not included In the Assets. 2.2.4 Except as set forth in Section 2.1 above, any obligations or liabilities arising out of actions taken, work done or contracts entered into by Seller before or after the Closing Date. 2.2.5 Any liability or obligation arising out of any Action pending as of the Closing Date; (iii) Liabilities for Taxes relating to or arising out of the Focus Factor Business accruing breach by Seller prior to the Closing Date (includingincluding the failure of Seller to perform, without limitationor negligent or improper performance in accordance with its terms) of any agreement, accrued sales taxes); (iv) liabilities for Taxes of the Sellercontract, whether commitment, lease, permit or not relating to other undertaking. 2.2.6 Any liability or arising claim which arises out of the Focus Factor business and whether or not incurred is based upon any service performed or product sold by or on behalf of Seller prior to the Closing dateEffective Date, including, including without limitation, any Taxes payable by claim relating to any product delivered in connection with the Seller resulting from payments made pursuant to this Agreement; (v) performance of such service and any deferred Taxes of any nature; (vi) one-half of the Transfer Taxesclaim seeking recovery for consequential damage, if applicable; (vii) any liability lost revenue, income, or punitive or exemplary damages. 2.2.7 Any obligations or liabilities of Seller having to do with a business other than the Focus Factor Business; (viii) any liability arising under ERISA with respect to any Employee or former employee benefit plan of Seller, or any consultant retained by other obligations or liabilities arising under such plans or arrangements of Seller; (ix) 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 . 2.2.8 Any accounts payable of Seller other than those expressly assumed by Buyer under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateSection 2.1 above.

Excluded Liabilities. Except as expressly provided in Section 2.1.3 or 2.1.8, the Purchaser shall not assume and shall not be responsible to pay, perform or discharge at the Closing any of the following Liabilities of any Seller or obligations any of Seller the Sellers’ Affiliates (collectively, the “Excluded Liabilities”): ). The Sellers and the Purchaser hereby acknowledge and agree that the Purchaser shall not accept, assume, agree to pay, perform or otherwise discharge or satisfy or be liable for any Excluded Liabilities. Without limiting the foregoing (ibut subject to Sections 2.1.3 and 2.1.8), Excluded Liabilities include: (a) all Liabilities of any Seller or of any Affiliate of any Seller under Contracts that are not Assigned Contracts; (b) all Liabilities for any Tax other than those that the Purchaser is required to bear under Article VI; (c) all Liabilities of any Seller or any Affiliate of any Seller respecting employees, collective bargaining agreements, pensions, benefits, product liability, environmental contamination or remediation; (d) all Liabilities of any Seller or any Affiliate of any Seller constituting losses, costs or expenses (including fines, penalties, attorney fees and the costs of any investigations) associated with, relating to or arising out of any action, arbitration, audit, claim, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before any Government Entity or arbitrator against the ownership Sellers or leasing any of their Affiliates or any of their respective representatives, or the Purchased Property prior to the Closing Date; Assets; (iie) all Liabilities of any Seller or any Affiliate of any Seller arising from state, provincial or bankruptcy law theories of recovery, including fraudulent transfer; (f) any liability arising out and all Liabilities of any Action pending as Seller or of the Closing Date; (iii) Liabilities for Taxes relating to any Affiliate of any Seller not specifically included in Section 2.1.3 or arising out of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of 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 specifically assumed by the Seller resulting from payments made Purchaser pursuant to this Agreement; Section 2.1.8; (vg) 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 all Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateExcluded Liabilities.

Excluded Liabilities. Purchaser It is hereby acknowledged and agreed that, except for the Assumed Liabilities, Buyer shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge any obligations or liabilities of Seller or any of their Affiliates, whether or not related to the Business and whether direct or indirect, known or unknown, or absolute or contingent, including, but not limited to, the following Liabilities or (all of such obligations of Seller (collectively, and liabilities not so assumed by Buyer being herein called the “Excluded Liabilities”): ): (ia) Liabilities relating any liabilities, payables or obligations to the extent related to Excluded Assets; (b) any Taxes of Seller or any of its Affiliates as a result of Seller’s operation of the Business or ownership of the Purchased Assets with respect to any period that ends on or prior to the Closing Date to the extent such Taxes are allocable to the portion of the period up to and ending on the Closing Date; (c) any liability for Taxes of Seller incident to or arising from the consummation of the transactions (including any bulk sales or similar taxes) contemplated under this Agreement; (d) any liability for any Taxes of Seller or any of its Affiliates or of any consolidated, combined or unitary group of which Seller is or was a member, including (but not limited to) any liability pursuant to Treasury Regulation Section 1.1502-6 or any analogous state, local or foreign tax provisions; (e) any liability for Taxes of another Person resulting from an agreement entered into by Seller or any of its Affiliates, pursuant to which Seller or any of its Affiliates has an obligation in respect of the Taxes of such other Person; (f) any liability in respect of any deferred salary obligations, including employee benefit, pension, health, retirement, option, stock, bonus, incentive or other such plan or compensation arrangement of Seller or any of its Affiliates, except as expressly set forth in this Agreement; (g) any liabilities or obligations of Seller or any of its Affiliates for any professional, financial advisory or consulting fees and expenses incident to or arising out of the ownership negotiation, preparation, approval or leasing authorization of this Agreement and the transactions contemplated hereby, or any other proposed transaction for the direct or indirect sale of the Purchased Property prior to the Closing Date; (ii) Business or any liability arising out of any Action pending as of the 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); (iv) liabilities for Taxes of the Seller, whether or not relating to or arising out of the Focus Factor business and whether or not incurred prior to the Closing dateportion thereof, including, without limitationthe fees, any Taxes payable by the Seller resulting from payments made pursuant to this Agreement; (v) 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 Employee or former employee expenses and disbursements of Seller’s counsel and accountants (including accountants fees, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed expenses and disbursements in connection with the transactions contemplated by this Agreement; and preparation of the Business Financial Statements); (xih) any liability or obligation of Seller based or any of its Affiliates for debt and indebtedness for borrowed money, including obligations evidenced by notes, bonds, debentures or similar instruments, and including any guaranties of any of the foregoing; (i) any liability or obligation to which any Buyer, any Purchased Assets or the Business becomes subject that would not otherwise constitute an Assumed Liability arising as a result of failure to comply with bulk sales laws or any similar law; (j) any liability or obligation for which Seller has agreed to indemnify Buyer under the Ancillary Agreements; and (k) any liability or obligation designated as an Excluded Liability on SellerSchedule 2.4(u) or any other Schedule to this Agreement, or designated by Buyer in writing pursuant to Buyer’s actions or omissions occurring after the Closing Datedue diligence investigations.

Excluded Liabilities. Other than the Assumed Liabilities, Purchaser shall will not assume and shall not assume, be responsible liable for, have any responsibility for or otherwise become obligated in respect of any actual, unliquidated or contingent liabilities or any other obligations of any Seller or arising out of, relating to pay, perform or discharge any otherwise in respect of the following Liabilities or obligations of Seller Business (collectively, the “Excluded Liabilities”): ), including the following Liabilities: (a) all Liabilities arising out of or related to the Excluded Assets; (b) all Liabilities under or with respect to (i) any Employee Benefit Plan, (ii) Sections 412, 4971 and 4980B of the Internal Revenue Code, 26 U.S.C. § 1 et seq. (the “Code”), or Title IV or Section 302 of ERISA with respect to any employee benefit plan that is or has been maintained or contributed to by any of the Sellers or any entity with which any of the Sellers is considered a single employer under Section 414 of the Code, or (iii) any current or former Business employees and their compensation and benefits, including any severance, retention or similar payments due or that become payable in connection with actions taken under this Agreement; (c) any post-petition debt or administrative expense debt other than the Assumed Cure Amounts; (d) any indebtedness for borrowed money or other interest bearing obligations; (e) any amounts payable to any Affiliates of the Sellers; (f) any damages or Liabilities relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; in connection with any litigation pending, or claims arising, against Seller or any Selling Affiliate that is not otherwise an Assumed Liability; (iig) any liability Liability arising out of or in connection with a violation of any Action pending as Law by the Sellers, whether before or after the Closing, including any violations of the Closing Date; (iii) Liabilities for Taxes Law relating to occupational safety and health or discrimination on the basis of age, race, creed, color or disability, or any conduct prohibited by the Foreign Corrupt Practices Act of 1977; (h) any Liabilities arising out of the Focus Factor Business accruing under environmental laws from facts, circumstances or conditions existing, initiated or occurring on or prior to the Closing Date (includingincluding but not limited to administrative or civil fines or penalties for violations of environmental laws, without limitationor Remediation or response costs for contamination); (i) any employment agreements, accrued sales taxes); (iv) liabilities for Taxes retirement or pension plans of the SellerSellers and post-retirement benefits of any type or nature, whether funded or not unfunded; (j) any Liability under the Worker Adjustment and Retraining Notification Act (or any similar state or local law); (k) land development and related Liabilities for the Individual Properties set forth on Schedule 2.4(k); (l) any Liability associated with the environmental escrow arrangement and sale relating to or arising out of the Focus Factor business and whether or an individual lot in Westhampton ▇▇▇▇▇ with an underground storage tank; (m) all Liabilities relating to amounts required to be paid by each Seller hereunder; and (n) all Liabilities not incurred prior to the Closing dateexpressly listed in this Section 2.4, including, without limitation, any Taxes payable by the Seller resulting from payments made pursuant to this Agreement; (v) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateAssumed Liabilities.

Excluded Liabilities. Purchaser shall Notwithstanding anything else to the contrary contained in this Agreement, the parties expressly agree that ViaSource does not assume or otherwise become liable for, and the Companies and/or the Shareholders shall not be responsible to pay, perform or discharge any remain unconditionally liable for the following obligations and liabilities of the following Liabilities Companies or obligations of Seller the Shareholders (collectively, the “"Excluded Liabilities”): "): (i) Liabilities relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; (iia) any liability or obligation, absolute or contingent, known or unknown, not expressly set forth on Schedule 1.6; (b) any and all professional fees and expenses incurred by the Companies or the Shareholders related to the transactions contemplated by this Agreement; (c) any Taxes or liabilities therefor imposed on either Company or any of the Shareholders with respect to taxable years or periods ending on, prior to or following the date hereof or with respect to or, except as provided in Section 11.3 hereof, in connection with the consummation of the transactions contemplated in this Agreement; (d) except as set forth on Schedule 1.6, any liability, obligation, claim, cost, damage and expense with respect to employees of either Company (whether arising before, on or after the date hereof) relating to, arising out of of, or in connection with their employment by either Company at any Action pending as of time on or before the Closing Date; date hereof, including, without limitation, all rights and benefits under any contract, document, policy or understanding with any such employee, all pension, death benefit, retirement, medical, retiree, insurance, vacation, workers' compensation and other liabilities and obligations with respect to such employee; (iiie) Liabilities all claims for Taxes relating to severance, other employee benefits or arising out of the Focus Factor Business accruing prior to the Closing Date other moneys or damages (including, without limitation, accrued sales taxes); (ivclaims under the Worker Adjustment and Retraining Notification Act of 1988) liabilities for Taxes from or on behalf of any of the Seller, whether employees of either Company who are employed by either Company at any time on or not relating to or arising out of the Focus Factor business and whether or not incurred prior to the Closing datedate hereof (or from any federal, state or local governmental agency or authority on behalf of such employees or relating to such claims) involving an alleged employment loss or termination, including, without limitation, any Taxes payable by the Seller resulting from payments made pursuant to this Agreement; (v) any deferred Taxes of any nature; (vi) one-half those which are based upon or arise out of the Transfer Taxes, if applicable; (vii) any liability execution and delivery of Seller having to do with a business other than the Focus Factor Business; (viii) any liability with respect to any Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed of the transactions contemplated hereby (whether or not such employees are hired by ViaSource); (f) any and all expenses, costs, damages, liabilities, or obligations (including, without limitation, fees and expenses of counsel) incurred in connection with any breach of contract, breach of warranty, tort, violation of law, action, suit, or other legal or administrative proceeding or governmental investigation arising as a result of events occurring or facts or circumstances arising or existing on or prior to the transactions contemplated by this Agreementdate hereof (whether or not in the ordinary course of business, and whether filed or made before, on or after the date hereof); and and (xig) any liability or obligation resulting from either Company's failure to provide satisfactory services or products prior to Closing with respect to each obligation set forth on Schedule 3.22 hereto, subject to the provisions of Seller based Section 5.2 with respect to the warranties set forth on Seller’s actions Schedule 3.35 or omissions occurring after warranties relating to services rendered in the Closing Dateamount of $200.00 or less.

Excluded Liabilities. Purchaser Notwithstanding anything to the contrary contained in this Agreement or otherwise, Buyer shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge any liability or obligation of the following Liabilities Sellers, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Buyer pursuant to Section 2.3 (all such liabilities and obligations of Seller (collectively, not being assumed being herein called the “Excluded Liabilities”): ). Without limiting the generality of the foregoing, all of the following shall be Excluded Liabilities for purposes of this Agreement: (ia) all Liabilities of the Sellers relating to or otherwise arising, whether before, on or after the Closing Date, out of, or in connection with, any of the Excluded Assets; (b) all accounts payable arising from the Business (including without limitation those arising under Contracts and Real Property Leases) which accrue or arise prior to the Closing Date and which remain unpaid on the Closing Date, except insofar as they are within 2.3(c); (c) claims of Creditors not expressly assumed hereunder; (d) all Liabilities with respect to all Employee Plans, policies, agreements and arrangements of the Sellers and their Affiliates, including all Employee Plans, and any Liability to or in respect of, or arising out of or in connection with, the ownership or leasing employment by any of the Purchased Property Sellers or cessation of employment with any of the Sellers of any Employees or independent contractors or former employees or independent contractors of any of the Sellers, including any severance obligations that arise on or prior to the Closing Date and any WARN liability associated with the termination of Employees; (e) any and all federal or state regulatory charges or assessments in respect of operations of Sellers prior to the Closing Date; (ii) any liability arising out , including but not limited to all universal service fund charges, federal excise taxes, FCC charges for network access, local number portability charges, telecommunications relay service charges, local communications taxes, state gross receipts taxes, state utility privilege taxes and 911 fees, other than those paid by the allocation to Priority Claims of any Action pending as a portion of the Closing Date; Purchase Price, except insofar as they are within 2.3(c); (iiif) Liabilities for all Taxes relating to payable or that become payable by Sellers arising out from the conduct of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes other than those paid by the allocation to Priority Claims of a portion of the Seller, whether or not relating to or arising out Purchase Price (which shall encompass Taxes incurred postpetition in the course of operation of the Focus Factor business Business, for purposes of this Agreement), except insofar as they are within 2.3(c). All sales Taxes and whether or not incurred universal service charges collected by Buyer attributable to a sale that occurred prior to the Closing date, including, without limitation, any Taxes payable by Date shall be remitted to the Seller resulting from payments made pursuant appropriate Taxing Authority or universal service administrative company for credit to this Agreement; Sellers’ account; (vg) any deferred Taxes of any nature; (vi) one-half debt of the Transfer TaxesSellers, if applicable; except to the extent otherwise expressly included in Assumed Liabilities; (viih) any liability Claim or Interest or any kind or nature in any of Seller having to do with a business other than the Focus Factor Business; Shares; (viiii) any liability liabilities or obligations of Sellers arising prior to the Closing Date, except as expressly assumed by Buyer in writing, including any obligations to any holders of Claims and/or Interests in the Sellers or affiliates thereof. (In the event of an Alternative Transaction, the enumeration of items in 2.4(a)-(i) above shall, with respect to any Employee entity whose Shares are being acquired, refer to such entity’s liabilities and shall require the termination of such liabilities as a condition of Closing, it being the intent that Buyer shall acquire such Shares of such entity only if such liabilities of such entity have been discharged or former employee otherwise disposed of.) For the avoidance of Sellerdoubt, or amounts paid by Buyer on behalf of the Existing DIP Payment Amounts, Pre Closing Expenses, Administrative Expense Claims including Professional Fees, and Priority Claims at Closing shall be in the nature of payment of the Purchase Price and shall be allocated by Sellers as set forth in the Plan, with Administrative Expense Claims and the Cure Amount first using any consultant retained funds deemed not to collateralize the Pre-Petition Facility. No presumption shall arise as to the assumption by Seller; (ix) Buyer of any liability liabilities related to any Governmental entity arising out of Administrative Expense Claims including Professional Fees or resulting from Seller’s compliance or noncompliance with any law, regulation, order, injunction, judgment, decree, ruling, assessment or award (an “Order”) Priority Claims by virtue of any Government entity (i.e., the liability is imposed payments of amounts allocated by the Government entity); (x) any liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateSellers to such categories.

Excluded Liabilities. Notwithstanding any other provision of this Agreement or any other writing to the contrary, the Purchaser shall and its Designated Affiliates are assuming only the Assumed Liabilities and are not assume and shall not be responsible to pay, perform or discharge assuming any other Liability of the Seller or any Selling Affiliate of whatever nature, whether presently in existence or arising hereafter. The Liabilities which are being retained by Seller and the Selling Affiliates and are not being assumed by the Purchaser or its Designated Affiliates include the following Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): ): (a) any Liability for Taxes (i) of the Seller or any Selling Affiliate or (ii) attributable to the Business or the Purchased Assets, in each case, for any Pre-Closing Period (other than Taxes that are current Liabilities included in Final Closing Net Working Capital); (b) all Liabilities to or with respect to Employees, former employees of the Business, and any Seller Plan, other than those Liabilities expressly assumed pursuant to Section 2.3(c) and Section 2.3(d); (c) any Liability arising in connection with Environmental Laws or Hazardous Materials arising out of or relating to: (i) any properties or facilities that as of immediately prior to the Phase I Closing were formerly owned, leased or operated by, or in connection with the Business or by any of the Acquired Companies, or by any predecessor or affiliate thereof; (ii) the off-site treatment, transport, storage or disposal of Hazardous Materials on or prior to (A) the Phase I Closing by or on behalf of any of the Asset Selling Affiliates in connection with the Phase I Business or by or on behalf of any of the Acquired Companies or (B) the Phase II Closing by or on behalf of any of the Asset Selling Affiliates in connection with the Phase II Business, and, with respect to either (A) or (B), any predecessor or affiliate of the applicable Asset Selling Affiliates or the Acquired Companies; and (iii) the sale, use, handling or manufacture of products containing asbestos on or prior to (A) the Phase I Closing by or on behalf of any of the Asset Selling Affiliates in connection with the Phase I Business or by or on behalf of any of the Acquired Companies and (B) the Phase II Closing by or on behalf of any of the Asset Selling Affiliates in connection with the Phase II Business, or, with respect to either (A) or (B), any predecessor or affiliate of the applicable Asset Selling Affiliates or the Acquired Companies; including, in the case of each of the foregoing clauses (i), (ii) and (iii), any Proceeding relating thereto; (d) any Liability arising out of or related to any Excluded Asset; (e) all liabilities, obligations or commitments of the Seller, its Affiliates or the Business under confidentiality agreements to which the Seller is a party relating to the sale of the Business unless relating to or arising out of the ownership breach of any such agreement (a copy of which has been made available to Purchaser at or leasing of the Purchased Property prior to the applicable Closing) by a Transferred Employee following the applicable Closing Date; Date for such Transferred Employee; (iif) any liability arising out Indebtedness of the Seller or its Affiliates; (g) all obligations or Liabilities of the Seller or any Action pending Asset Selling Affiliate under any Contract between or among the Seller or any Affiliate thereof and any Asset Selling Affiliate(s); (h) any intercompany accounts or notes payable due to the Seller or its Affiliates as of the applicable Closing Date; ; (iiii) any liabilities of the Business as conducted in Malaysia and Singapore; (j) any other Liability set forth in Section 2.4(j) of the Seller Disclosure Schedule (k) Liabilities for Taxes relating to or arising out the Business and the Purchased Assets in respect of any periods prior to each applicable Closing to the extent deemed to be Excluded Liabilities pursuant to Section 5.9(b); and (l) unless and until the Phase II Closing shall occur, and without duplication of the Focus Factor Business accruing prior foregoing, any and all liability or obligation of the Seller and the Asset Selling Affiliates primarily relating to the Closing Date (including, without limitation, accrued sales taxes); (iv) Phase II Business and any and all liabilities for Taxes and obligations to be assumed solely upon the consummation of the SellerPhase II Closing, whether or not relating to or arising out including all liabilities and obligations that become Assumed Liabilities upon the consummation 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; (v) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DatePhase II Closing.

Excluded Liabilities. Except as expressly provided in Section 2.1.3 or 2.1.8, the Purchaser shall not assume and shall not be responsible to pay, perform or discharge at the Closing any of the following Liabilities of any Seller or obligations any of Seller the Sellers’ Affiliates (collectively, the “Excluded Liabilities”): ). The Sellers and the Purchaser hereby acknowledge and agree that the Purchaser shall not accept, assume, agree to pay, perform or otherwise discharge or satisfy or be liable for any Excluded Liabilities. Without limiting the foregoing (ibut subject to Sections 2.1.3 and 2.1.8), Excluded Liabilities 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, collective bargaining agreements, pensions, benefits, product liability, environmental contamination or remediation; all Liabilities of any Seller or any Affiliate of any Seller constituting losses, costs or expenses (including fines, penalties, attorney fees and the costs of any investigations) Liabilities associated with, relating to or arising out of any action, arbitration, audit, claim, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before any Government Entity or arbitrator against the ownership Sellers or leasing any of their Affiliates or any of their respective representatives, or the Purchased Property prior to the Closing DateAssets; (ii) any liability arising out all Liabilities of any Action pending as Seller or any Affiliate of the Closing Dateany Seller arising from state, provincial or bankruptcy law theories of recovery, including fraudulent transfer; (iii) and any and all Liabilities for Taxes relating to of any Seller or arising out of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes any Affiliate of the Seller, whether any Seller not specifically included in Section 2.1.3 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 specifically assumed by the Seller resulting from payments made Purchaser pursuant to this Agreement; (v) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.Section 2.1.8.2.1.8;

Excluded Liabilities. Purchaser Notwithstanding anything herein to the contrary, Seller shall retain, and ▇▇▇▇▇ shall not assume and shall not be responsible to payassume, perform or discharge any of at the Closing, the following Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): ): (ia) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including fees and expenses of counsel, accountants, consultants, advisers and others, including any Seller Expenses; (b) any Liabilities, including any Taxes, relating to or arising out of the ownership or leasing of Excluded Assets; (c) any Liabilities under the Purchased Property prior Equity Plan and the Deferred Compensation Plan; (d) any Liabilities to the Closing Date; (ii) any liability arising out of any Action pending as of the 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); (iv) liabilities for Taxes of the Seller, whether or extent not relating to or arising from the business and operations of the University or the Purchased Assets; (e) any Liabilities for any Indebtedness for borrowed money (as specified in clause (a) of the definition of “Indebtedness”) as of the Closing; and (f) any Liability (i) for income Taxes of Seller (or any stockholder or Affiliate of Seller), including any Taxes of Seller (or any stockholder or Affiliate of Seller) that arise 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; (v) any deferred Taxes consummation 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and Agreement or (xiii) for Taxes relating to the University or the Purchased Assets for any liability of Seller based on Seller’s actions or omissions occurring after the Pre-Closing DateTax Period.

Excluded Liabilities. Purchaser Notwithstanding anything to the contrary provided in Section 1.04 hereof, the Assumed Liabilities shall not assume include the following liabilities, obligations and shall not be responsible commitments of the U.S. Sellers (or any of them) (the "Excluded Liabilities"): (a) any liability, obligation or commitment for borrowed money; (b) any liability for Excluded Taxes, the U.S. Sellers' share of prorated Taxes under Section 2.03 or the U.S. Sellers' share of Transfer Taxes pursuant to paySection 3.03; (c) any liability, perform obligation or discharge commitment for costs and expenses (other than Transfer Taxes, as defined in Section 3.03) in connection with the negotiation and execution of this Agreement or the consummation of the transactions contemplated hereby (other than severance costs and liabilities referred to in Exhibit 2.04(g)(i)); (d) any liability, obligation or commitment of the U.S. Sellers under this Agreement or under any other agreement between one or more of the U.S. Sellers and Buyer entered into on or after the date of this Agreement in accordance with the terms hereof; (e) any liability, obligation or commitment relating to any of the following Liabilities U.S. Sellers' Plans, except to the extent Buyer is assuming such liabilities, obligations and commitments pursuant to Section 1.04(c); (f) any intercompany accounts between the U.S. Sellers and their affiliates; (g) claims relating to COBRA (as defined in Section 8.08) coverage, to the extent provided in Section 8.08; (h) any liability, obligation or obligations commitment primarily related to the Excluded Assets (except to the extent provided in Section 1.04(c), Section 1.06 and Section 1.07 hereof) and any other assets of Seller (collectively, the “Excluded Liabilities”): U.S. Sellers not transferred to and not purchased by Buyer; (i) Liabilities relating any liability, obligation or commitment of each U.S. Seller for severance pay to or arising out persons formerly on the payroll of the ownership U.S. Business (or leasing of any predecessor payroll) to the Purchased Property extent not accrued on the Final Closing Statement; (i) any liability, obligation or commitment arising from workers' compensation claims or health insurance/benefit claims (to the extent provided in Section 8.06) related to the U.S. Business that are asserted prior to the Closing Date; , (ii) any liability arising out of any Action pending as of the Closing Date; (iii) Liabilities for Taxes relating to or arising out of the Focus Factor Business accruing workers' compensation claims resulting from accidents occurring prior to the Closing Date that cause death or loss of limbs or other severe physical injuries (includinge.g., without limitationbroken backs or other physical injuries requiring hospitalization other than on an outpatient basis), accrued sales taxes); and (iviii) liabilities for Taxes in the case of claims asserted by persons employed at the SellerLockport Plant, whether or not relating (A) workers' compensation claims asserted by such persons at any time that relate to or arising out of the Focus Factor business and whether or not injuries incurred prior to the Closing date, including, without limitation, any Taxes payable Date and (B) health insurance/benefit claims asserted by persons employed by the Seller resulting from payments made pursuant U.S. Sellers at the Lockport Plant (except to this Agreementthe extent any such persons are employed by Buyer, in which case Buyer shall be liable for such health insurance/benefit claims in accordance with the terms of Section 8.06); and (vk) any deferred Taxes of any nature; (viliability, obligation, or commitment set forth in Section 1.05(k) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateDisclosure Schedule.

Excluded Liabilities. Purchaser It is expressly understood and agreed that, -------------------- notwithstanding anything to the contrary, in this Agreement, Assumed Liabilities shall not assume and shall not be responsible to pay, perform or discharge any of include the following Liabilities or obligations of Seller (collectively, the “"Excluded Liabilities”"): -------------------- (ia) Liabilities relating all liabilities to or the extent arising out of the ownership or leasing of the Purchased Property prior relating to the Closing Date; Excluded Assets; (iib) any liability arising out of any Action pending as of the Closing Date; (iii) Liabilities all liabilities and obligations for Taxes relating which Seller has expressly assumed responsibility pursuant to or arising out of the Focus Factor Business accruing prior to the Closing Date this Agreement (including, without limitation, accrued sales taxesall income Taxes attributable to the Assets for any pre-Closing period); ; (ivc) liabilities for Taxes all trade payables of the Seller in existence at the Closing Date; (d) any of Seller's obligations under this Agreement; (e) all debts, whether liabilities or obligations of the Seller that do not arise out of or are not related to the Business or that do not otherwise arise out of or are not otherwise related to the Assets; (f) except as set forth in Section 7, any liability or obligation to or with respect to Seller's employee benefit plans and any agreement relating to employee benefits, employment or compensation; (g) any liability or obligation of Seller arising from indebtedness for borrowed money of Seller; (h) any liabilities or obligations arising out of the Focus Factor business and whether ownership, leasing or not incurred prior to the Closing date, including, without limitation, any Taxes payable occupation by the Seller resulting from payments made pursuant to this Agreement; (v) any deferred Taxes of any nature; (vi) one-half of the Transfer Taxesreal property, if applicable; (vii) including any liability of Seller having to do with a business other than the Focus Factor Business; (viii) any liability with respect to any Employee liabilities or former employee of Seller, or any consultant retained by Seller; (ix) any liability to any Governmental entity obligations 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”) the release of any Government entity Materials of Environmental Concern at or from any such real property; and (i.e., i) all Deferred Revenue of the liability is imposed by Business as of the Government entity); (x) any liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateClosing.

Excluded Liabilities. Except for the Assumed Liabilities, the Purchaser shall not assume any, and shall not be responsible to have no liability, responsibility, or obligation whatsoever, at any time, for (and the Seller and its Affiliates shall retain and pay, perform perform, and discharge when due) any and all other Liabilities of the Seller or discharge any of its Affiliates arising prior to, as of, or after the following Liabilities or obligations of Seller Effective Time (collectively, the “Excluded Liabilities”): ), including but not limited to: (a) all accounts payable and other Liabilities of the Seller and its Affiliates for materials and services provided to Seller; (b) any Liability arising from or relating to, the operation by the Seller or any of its Affiliates of any activity, or the occupancy, use, or operation by the Seller or any of its Affiliates of any real properties at any time prior to or after the Effective Time; (c) any Liability arising from or relating to the use/performance or operation by the Seller or any of its Affiliates of any of the Excluded Assets at any time prior to or after the Effective Time or any of the Transferred Assets at any time prior to the Effective Time. (d) any Liability of the Seller to any of its Affiliates, shareholders, and/or stakeholders; (e) any Liability for any violation of, or failure to satisfy, any Law by the Seller or any of its Affiliates; (f) any Liability based on tortious or criminal conduct by the Seller or any of its Affiliates; (g) all contractual Liabilities, if any, of the Seller or any of its Affiliates, except for Liabilities arising after the Effective Time under the Assumed Contracts; (h) all indebtedness of the Seller or any of its Affiliates for money, equities, and or other interest promised to, owed to, or borrowed from creditors, shareholders, warrant holders, and option holders; (i) all Liabilities relating to or for product liability claims and recalls arising out of products sold or to be sold by Seller or its Affiliates or their respective licensees (but expressly excluding product liability claims and recalls arising out of products sold or to be sold by Purchaser, its Affiliates, and their respective licensees pursuant to the ownership Transferred Assets or leasing Assumed Contracts); (j) all Liabilities for returns, rebates, and chargebacks relating to, or arising as a result of, any sale of any of products sold by Seller; (k) all broker, Closing, and legal fees, costs, expenses, and Liabilities incurred by Seller or any of its Affiliates in connection with the Purchased Property Closing, execution, and delivery of this Agreement and the other Acquisition Agreements. (l) all Liabilities arising from the Excluded Assets; (m) all Liabilities with respect to the Seller’s employees or former employees, or their dependents; provided that such Liabilities with respect to the Key Employees are limited to those that arise prior to the Closing Date; Effective Time; (iin) any liability all tax Liabilities of the Seller and/or its Affiliates or taxes arising out of any Action pending as of the Closing Date; (iii) Liabilities for Taxes or relating to or arising out of the Focus Factor Business accruing Transferred Assets for any period prior to the Closing Date Closing; and (including, without limitation, accrued sales taxes); (ivo) liabilities for Taxes of 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; (v) 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 all Liabilities with respect to any Employee Action pending or former employee of Seller, known to be threatened against the Seller or any consultant retained by Seller; (ix) 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”) its Affiliates as of any Government entity (i.e., the liability is imposed by the Government entity); (x) any liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateEffective Time.

Excluded Liabilities. Purchaser shall not assume and shall not assume, be responsible obligated to pay, perform or otherwise discharge or in any other manner be liable or responsible for any Liabilities whatsoever of, or Action against, Sellers or relating to the Acquired Assets or the Acquired Business, of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise, liquidated or unliquidated, due or to become due, known or unknown, currently existing or hereafter arising, matured or unmatured, direct or indirect, and however arising, whether existing on the following Closing Date or arising thereafter, other than the Assumed Liabilities or obligations of Seller (collectively, all such Liabilities that are not Assumed Liabilities being referred to collectively herein as the “Excluded Liabilities”): ). For the avoidance of doubt, Excluded Liabilities shall include any and all Liabilities and obligations for (i) Liabilities relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; (ii) any liability arising out of any Action pending as of the Closing Date; (iii) Liabilities for Taxes relating to the Business, the Acquired Assets, or arising out of the Focus Factor Business accruing Assumed Liabilities for any taxable period (or portion thereof) ending on or prior to the Closing Date (includingas determined and paid in accordance with the principles set forth in Section 9.4), without limitation(ii) any Taxes of any Seller for any taxable period, accrued sales taxes); (iii) gift cards, rewards points or loyalty rewards issued by any Seller, (iv) liabilities for Taxes of the any Seller’s retail store leases, 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; (v) any deferred Taxes amounts due to employees, independent contractors, consultants or Advisors of any nature; Sellers (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 such amounts owed under any Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring Assigned Contract after the Closing DateClosing).

Excluded Liabilities. Purchaser Notwithstanding anything to the contrary herein, except for the Assumed Liabilities, Buyer shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge any Liabilities of the following Seller or any member of the Seller Group, whether or not incurred or accrued, whether asserted before, on or after the Closing Date, including the following: (a) all Liabilities relating to, resulting from, or obligations arising out of the Business, any Compound, any Product, any Purchased Asset (including, for the avoidance of doubt, any Assigned Contract) or the ownership, sale or lease of any Purchased Asset, in each case, in respect of the period prior to the Closing, including those arising after Closing and related to the period prior to the Closing (including, for the avoidance of doubt, Liabilities relating to, resulting from or arising out of or in connection with product liability or recalls resulting from the Manufacture or Commercialization of Compounds or Products prior to Closing); (b) all Employee Liabilities; (c) all Liabilities of the Seller to Seachaid or any of its Related Parties relating to, resulting from, or arising out of or in connection with the sale and purchase of certain patents, among other rights and assets from Seachaid pursuant to the Seachaid APA; (d) all Liabilities for Taxes (i) relating to any Purchased Asset or any Assumed Liability for any taxable period (or portion thereof) ending before the Closing, (ii) of the Seller or member of the Seller Group of any kind or description (including any Liability for Taxes of the Seller (collectivelyor any member of the Seller Group) that becomes a Liability of a Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of Contract or Law) or (iii) the Seller’s share of Conveyance Taxes pursuant to Section 7.4 (any such Taxes, “Excluded Taxes”); provided that Excluded Taxes shall not include (A) any Taxes allocated to Buyer under Section 7.1, or (B) the Buyer’s share of Conveyance Taxes pursuant to Section 7.4; (e) all Liabilities relating to, resulting from, or arising out of or in connection with a failure to comply with any applicable bulk sale or bulk transfer Laws with respect to the sale and purchase of the Purchased Assets pursuant to this Agreement; (f) all Liabilities relating to, resulting from, or arising out of or in connection with the Excluded Assets or the Excluded Business; (g) all Liabilities relating to, resulting from, or arising out of or in connection with the legal, accounting, consulting, investment banking, financial advisory, brokerage and other third-party fees, commissions or expenses incurred by or on behalf of the Seller or any member of the Seller Group in connection with the Transactions; (h) all Liabilities relating to, resulting from, or arising out of or in connection with any Indebtedness of the Seller Group; (i) all Liabilities of the Seller or any member of the Seller Group relating to, resulting from, or arising out of or in connection with this Agreement or any Ancillary Document; and (j) trade payables of the Business accrued prior to the Closing. All such Liabilities not being assumed by the Buyer in this Agreement, including the foregoing, are referred to herein as the “Excluded Liabilities”): (i) , which Excluded Liabilities relating to or arising out shall remain the responsibility and obligation of the ownership Seller or leasing one or more of the Purchased Property prior to the Closing Date; (ii) any liability arising out of any Action pending as members of the Closing Date; (iii) Liabilities for Taxes relating to or arising out of Seller Group from and after the Focus Factor Business accruing prior to Closing. From and after the Closing Date (includingClosing, without limitation, accrued sales taxes); (iv) liabilities for Taxes of 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; (v) 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 Employee or former employee of Sellershall, or any consultant retained by Seller; (ix) any liability to any Governmental entity arising out of or resulting from Seller’s compliance or noncompliance with any lawshall cause its applicable Seller Group member to, regulationdischarge and satisfy, orderand pay in full if and when due, 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Dateall Excluded Liabilities.

Excluded Liabilities. Purchaser shall not assume (a) The Purchase Agreement is hereby amended by replacing Section 2.01(f)(viii) in its entirety with the following: “any Liabilities and shall not be responsible to pay, perform or discharge any of the following Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): (i) Liabilities relating to or arising out of or relating to Employee Plans which are pension plans, to the ownership or leasing extent (A) of the Purchased Property prior to the Closing Date; (ii) any liability arising out of any Action pending amount by which such Employee Plans are unfunded or underfunded as of the Closing Date; Closing, or (iiiB) such Liabilities for Taxes relating and obligations (whether arising prior to or arising out after the Closing) do not relate to Business Employees;” (b) The Purchase Agreement is hereby amended by replacing Section 2.01(f)(xii) in its entirety with the following: “out-of-pocket acquisition and integration costs and expenses in respect of acquisitions from or of third parties (whether by merging or consolidating with, or by purchasing a substantial portion of the Focus Factor assets or equity securities of, or by any other manner any third party corporation, partnership, joint venture or other entity) entered into by or on behalf of the Business accruing prior to the Closing Date (includingexcluding, for the avoidance of doubt without limitation, accrued sales taxes); (iv) liabilities for Taxes any effect on the obligations of 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; (v) 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 Sellers with respect to Seller Transaction Expenses or other Excluded Liabilities, any Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed costs and expenses incurred in connection with the transactions contemplated by this Agreementhereby, the Ancillary Agreements and the Local Transfer Agreements (including any carve-out costs associated with separating the Business (excluding costs set forth in Section 2.01(e))); and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.and”

Excluded Liabilities. Purchaser Notwithstanding anything contained herein to the contrary, the Company shall not assume and shall not be responsible to pay, perform or discharge any of the following Liabilities liabilities or obligations of Seller PC411 (collectively, the “"Excluded Liabilities”): "): (i) Liabilities relating to any liability or obligation of PC411, including legal, accounting or other fees or expenses, arising out of the ownership or leasing transactions contemplated hereby; (ii) any taxes arising out of the Purchased Property conduct of the Business prior to the Closing Date and any transfer and sales taxes arising in connection with the transfer of the Acquired Assets to the Company; (iii) any liability relating to the action entitled DELG▇▇▇ ▇. PC411, INC., ET AL.; (iv) all wages, consulting fees or other employee benefits (other than vacation pay) payable to employees, officers, consultants or directors for the period prior to the Closing Date; ; (iiv) any indebtedness of PC411 for borrowed money, including without limitation, any indebtedness arising under any note, debenture, bond, equipment trust agreement, letter of credit agreement, loan agreement, lease or other contract or commitment for the borrowing or lending of money relating to the Business or PC411 or arrangement for a line of credit, or any guarantees, in any manner, whether directly or indirectly, of any indebtedness, dividend or other obligation of any other person or entity; (vi) any liability or similar claim for injury to person or property, regardless of when made or asserted, which is imposed or asserted to be imposed by operation of law, including without limitation any claims seeking recovery for consequential damage, loss of revenue or income; (vii) any liability or obligation under or in connection with any of the Excluded Assets; (viii) any liabilities or obligations arising out of any Action pending as breach by PC411 of the Closing Date; (iii) Liabilities for Taxes relating any provision of any agreement, contract, commitment or lease, including but not limited to liabilities or obligations arising out of the Focus Factor Business accruing PC411's failure to perform any agreement, contract, commitment or lease in accordance with its terms prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of the Seller, whether or not relating to or arising out of the Focus Factor business and whether or not incurred prior except to the Closing date, including, without limitation, any Taxes payable by the Seller resulting from payments made pursuant to this Agreement; (v) any deferred Taxes of any nature; (vi) one-half of the Transfer Taxes, if applicable; (vii) any extent such liability of Seller having to do with a business other than the Focus Factor Business; (viii) any liability with respect to any Employee or former employee of Seller, or any consultant retained by Seller; obligation is an Assumed Liability; (ix) any liability all liabilities and obligations arising under the Lease other than all liabilities and obligations for rent and additional rent under the Lease allocable to any Governmental entity arising out of or resulting from Seller’s compliance or noncompliance with any lawthe period beginning on the date hereof and ending on November 30, 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)1998; and (x) any obligation or liability of Seller under this Agreement or any other document executed in connection with which is not expressly assumed by the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing DateCompany pursuant to Section 2(c).

Excluded Liabilities. Purchaser shall Notwithstanding anything to the contrary contained in Section 2.1 above, Buyer does not assume assume, or become in any way liable for, the payment or performance of any debts, liabilities or obligations (absolute or contingent) of Sellers including but not limited to: (a) any indebtedness for money borrowed, (b) any accrued, but unpaid payroll, or unpaid interest expense, (c) under or in respect of any equipment lease or other financing agreements, unless such agreement or lease is an Assumed Liability or to be assumed as set forth in Schedule 2.1, (d) under any employment agreements, consulting agreements, professional radiology service agreements (unless specifically assumed pursuant to Schedule 7.2), management agreements or other such agreements, (e) arising out of or relating to any charge backs, diagnostic tests or other services rendered by Seller prior to the Closing, including any claims for professional liability arising therefrom, or governmental fines or claims relating to services at the Centers prior to the Closing, (f) relating to any lease obligations of any kind relating to real estate, other than the Assumed Real Estate Leases from and shall not be responsible after the Closing, (g) relating to payany federal, perform state or discharge any local income taxes, payable in respect to the transfer of the following Liabilities Assets to Buyer pursuant to this Agreement, including but not limited to any income or income-based taxes which may be assessable against Sellers arising out of, in connection with or as a result of the transactions contemplated by this Agreement and/or the consummation thereof, (h) relating to or arising out of any pending or mature claims, actions, arbitrations and/or other proceedings against Sellers, (i) relating to recapture of any depreciation deduction or investment tax credit of Sellers, (j) 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 Seller Sellers for the benefit of any past or present employees (k) relating to any claims, obligations or liabilities in respect of environmental remediation or any violation of any environmental laws or regulations, or any other violation or alleged violation of applicable law or regulations by Sellers, (l) relating to any business operations other than the Business, or; (m) not specifically assumed by Buyer pursuant to Section 2.1 above (collectively, the “Excluded Liabilities”): (i) Liabilities relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; (ii) any liability arising out of any Action pending as of the 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); (iv) liabilities for Taxes of 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; (v) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.

Excluded Liabilities. Purchaser shall not assume and shall not be responsible to payFor the avoidance of doubt, perform or discharge any none of the following Purchaser or the Designated Purchasers, as applicable, shall assume or be deemed to have assumed any Liabilities of the Sellers or obligations of Seller their Affiliates other than the Assumed Liabilities (collectively, collectively the “Excluded Liabilities”): ) and anything identified as an Excluded Liability is not an Assumed Liability. Without limiting the generality of the foregoing, Excluded Liabilities include: (ia) all Indebtedness of the Sellers and their Affiliates; (b) all Liabilities relating to or arising out of the ownership Contracts that are not Assigned Contracts; (c) other than as specifically set forth herein, all Liabilities arising out of or leasing relating to the Excluded Assets or the operation by the Sellers of any business other than the Purchased Property Business, whether before, on or after the Closing Date; (d) other than as specifically set forth herein, any Liability relating to events or conditions occurring or existing in connection with, or arising out of, the Business as operated prior to the Closing Date; (ii) any liability arising out of any Action pending as of , or the Closing Date; (iii) Liabilities for Taxes relating to ownership, possession, use, operation or arising out of the Focus Factor Business accruing sale or other disposition prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of the SellerAssets (or any other assets, whether properties, rights or not relating to or arising out of the Focus Factor business and whether or not incurred interests associated, at any time prior to the Closing dateDate, including, without limitation, any Taxes payable by with the Seller resulting from payments made pursuant to this Agreement; (vBusiness) 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) including any liability with respect to any Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 Cure Costs payable by the Government entitySellers pursuant to Section 2.1.7(b); ; (xe) any liability of Seller under this Agreement other than as specifically set forth herein, litigation and related claims and Liabilities or any other document executed claims against any Seller of any kind or nature whatsoever involving or relating to facts, events or circumstances arising or occurring prior to the Closing, no matter when raised (including Liability for breach, misfeasance or under any other theory relating to any Seller’s conduct, performance or non-performance); (f) all guarantees of Third Party obligations by the Sellers and reimbursement obligations to guarantors of the Sellers’ obligations or under letters of credit; (g) all accounts payable and trade payables of the Sellers, including intercompany payables (other than with respect to Assigned Contracts); (h) all fees or commissions of any brokers, funds or investment banks in connection with the transactions contemplated by this AgreementAgreement and the other Transaction Documents based upon arrangements made by or on behalf of the Sellers or any of their Affiliates; (i) all Excluded Employee Liabilities; (j) all Liabilities for, or related to any obligation for, any Tax that the Sellers are required to bear under ARTICLE VI; for the avoidance of doubt, the Parties intend that no Purchaser or Designated Purchaser shall have any transferee or successor liability for any Tax that the Sellers bear under ARTICLE VI; (k) all obligations to provide continuation coverage pursuant to COBRA or any similar Law to any Person who has been employed in the Business and who does not become a Transferred Employee or a Transitional Employee; (xil) except with respect to the Assumed Liabilities, all Liabilities or other obligations arising from Seller Employee Plans; (m) any liability Liability of Seller based on Seller’s actions the Sellers or omissions occurring after any ERISA Affiliate under Title IV of ERISA; (n) any pension or retirement Liability of the Closing DateSellers or any ERISA Affiliate, which, for purposes of clarification, shall not include the Specified Employee Liabilities assumed by Purchaser pursuant to Section 2.1.3(i); and (o) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements.

Excluded Liabilities. Purchaser shall not assume or become liable for any obligations, commitments, or liabilities of Seller, whether known or unknown, absolute, contingent, or otherwise, and shall whether or not be responsible related to paythe Acquired Assets, perform or discharge any except for the Assumed Liabilities (the obligations and liabilities of Seller not assumed by Purchaser are hereinafter referred to as the "Excluded Liabilities"). Without limiting the generality of the following preceding sentence, the Excluded Liabilities or include all obligations and liabilities of Seller (collectivelynot specifically described in Section 2.1 hereof, including without limitation, the “Excluded Liabilities”): following: (a) Except as assumed by Purchaser as provided in Section 2.1(b), (i) Liabilities relating to or any liabilities arising out of the ownership or leasing any Employee Benefit Plan (as defined in Section 5.21) and (ii) any liability in excess of the Purchased Property Medical Tail Cap; (b) Any losses, costs, expenses, damages, claims, demands and judgments of every kind and nature (including the defenses thereof and reasonable attorneys' and other professional fees) related to, arising out of, or in connection with Seller's failure to comply with any applicable laws governing the bulk transfer of assets or any similar statute(s) as enacted in any jurisdiction, domestic or foreign, affecting title to the Acquired Assets except such liability as arises as a result of Purchaser's failure to pay Assumed Liabilities; (c) Except as described in Section 2.1(b) or (f), any liability or obligation arising or accruing prior to the Effective Time under any Contract and any liability or obligation arising from or related to any breach or violation by Seller of or default by Seller under any provision of any Contract; (d) Except as described in Section 1.1(b) or otherwise in Section 2.1, contracts, leases, warranties, commitments, agreements, arrangements, guaranties of payment and/or performance, and purchase and sale orders not assumed pursuant to Section 2.1(b); (e) Except to the extent otherwise assumed pursuant to Section 2.1 or as otherwise provided in Section 2.2(f), any liability of Seller with respect to any claim or cause of action, regardless of when made or asserted, which arises out of or in connection with the operations of the Automotive Business by Seller prior to the Effective Time; (f) Warranty claims and charge-backs that (i) are based solely on defective products, (ii) are not listed on SCHEDULE 2.2(F) as updated as of the Closing Date, and (iii) are individually in excess of $10,000, but only to the extent that the excess of (A) the aggregate amount of such warranty claims and charge-backs, over (B) the unutilized amount of all reserves on the Audited Closing Date Working Capital Schedule, is greater than $250,000 ("Material Warranty Claims and Charge-backs). To establish that a warranty claim or charge-back is based solely on a defective product when the product has -5- 12 not been returned by the customer, the Purchaser will have to be able to establish, with clear and convincing evidence, that the product in question is defective and that the warranty claim or charge-back was not directly or indirectly granted as a customer accommodation; (g) All payments, obligations, actions or causes of action, assessments, claims, demands, judgments, losses, damages, liabilities, penalties, fines, forfeitures, costs and expenses related to, arising out of (i) injury to persons or property alleged to have been caused by products sold by the Automotive Business prior to the Effective Time ("Product Liability Claims") and (ii) injury to employees, the factual basis for which occurred prior to the Closing Date; , including, without limitation, injuries arising from or related to an Environmental Condition (ii"Employee Tort Claims"); (h) Any liabilities or obligations of Seller relating to the Excluded Assets; (i) Any liabilities or obligations relating to income taxes levied on the Seller relating to the transfer of the Acquired Assets; (j) Except as assumed by Purchaser as provided in Sections 2.1(b), (c) and (d) and as contemplated by the Employee Lease Agreement or the Services Agreement, (i) any claim, cause of action, liability or obligation, whether or not arising out or occurring in the ordinary course of any Action pending as of the Closing Date; (iii) Liabilities for Taxes relating to or arising out of the Focus Factor Business accruing prior to the Closing Date business (including, without limitation, accrued sales taxesperformance, success, longevity/duration, year 2000 compliance, incented and/or any other bonuses, salaries, vacation pay, sick pay, holiday pay, severance pay and other like obligations or payments); (iv) liabilities for Taxes , arising prior to or as a result of the Closing, or (ii) any claim, cause of action, liability or obligation arising upon or after the Closing under any change in control agreement, in either case, to any present or former employee, agent, or independent contractor of Seller, whether or not relating to employed or retained by Purchaser after the Closing except that Purchaser shall assume the Divisional Change In Control Agreement under the condition described in Section 2.1(i) hereof; (k) All payments, obligations, actions or causes of action, claims, demands, judgments, assessments, losses, damages, liabilities, penalties, fines, forfeitures, costs and expenses of every kind and nature (including the defenses thereof and reasonable attorneys' and other professional fees) related to, arising out of, or in connection with any Environmental Condition existing or occurring as 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 Effective Time ("Environmental Liability"). As used in this Agreement; (v) 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 Employee or former employee of Seller, or any consultant retained by Seller; (ix) 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 under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.following definitions shall apply:

Excluded Liabilities. Notwithstanding anything to the contrary in the Transaction Documents and regardless of whether such Liability is disclosed in the Disclosure Schedules or otherwise, neither Purchaser nor any Purchaser Designee shall not assume and shall not be responsible or in any way become liable for any Liabilities of Seller, including any such Liabilities arising out of or relating to paythe Business and/or the Acquired Assets (in each case, perform other than the Assumed Liabilities), regardless of when or discharge any of the following Liabilities or obligations of Seller by whom asserted (collectively, the “Excluded Liabilities”): ), including: (i) all Liabilities to fund checks written or similar transactions authorized, by Seller that are outstanding on or before the Closing Date; (ii) all Seller Taxes; (iii) all indebtedness and any guarantees of indebtedness of any Person; (iv) all Transaction Expenses; (v) all Liabilities under (A) any Acquired Contract, relating to or arising from any breach on or prior to the Closing Date, or any event, circumstance or condition first occurring or existing on or prior to the Closing Date that with notice, lapse of time or both would constitute or result in a breach by Seller of any of its obligations under any Contract or (B) any Contract that is not an Acquired Contract; (vi) all Liabilities with respect to any of the Excluded Assets (including under any Contracts related thereto); (vii) all Liabilities relating to or arising from any fraudulent conveyance or similar claims made by any third party or any claims made by Seller or any of its Affiliates relating to or arising from any payment made by Purchaser or a Purchaser Designee to Seller or at the direction of Seller in accordance with the terms hereof; (viii) all Liabilities of Purchaser or a Purchaser Designee arising under any bulk transfer Law or any common law doctrine of defacto merger or successor liability, which is related to, the result of or arises out of the transactions contemplated hereby and which is not an express Assumed Liability; (ix) all Liabilities with respect to any products that were sold or services that were rendered by Seller and are subsequently returned to Purchaser or a Purchaser Designee or otherwise rejected by the purchaser thereof as a result of a breach of warranty or other breach of Seller to such purchaser; (x) all Liabilities for product liability occurrences (including occurrences relating to the destruction of property, personal injury or death or any occurrence resulting from any failure to warn or any deficit in design, engineering or construction) with respect to products designed or manufactured (for or on behalf of Seller) or services rendered by Seller on or prior to the Closing Date and any resulting claims and litigation arising prior to, on or after the Closing Date; (xi) Seller’s Liabilities under this Agreement and/or the Ancillary Agreements; (xii) all Liabilities arising from, arising out of or relating to the matters and/or products set forth on Schedule 2.2(b)(xii); (xiii) all Liabilities arising from or relating to the employment, engagement or termination by Seller or any of its Affiliates of any current or former Service Provider (including with respect to any employee benefit plans maintained or sponsored by Seller); (xiv) all Liabilities relating to any Proceedings pending or threatened against Seller or any of the current or former Service Providers; and (xv) all other Liabilities related to or arising out of the ownership or leasing operation of the Purchased Property prior to Business or the Closing Date; (ii) any liability arising out of any Action pending as ownership of the Closing Date; (iii) Liabilities for Taxes relating to Acquired Assets on or arising out of the Focus Factor Business accruing prior to the Closing Date (includingnot included as an Assumed Liability in the definition of “Assumed Liabilities” in Section 2.2(a). For purposes of this Section 2.2(b), without limitation, accrued sales taxes); (iv) liabilities for Taxes of the “Seller, whether or not relating ” shall be deemed 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; (v) any deferred Taxes of any nature; (vi) one-half of the Transfer Taxes, if applicable; (vii) any liability include all Affiliates of Seller having and any predecessors to do with a business other than the Focus Factor Business; (viii) Seller and any liability Person with respect to any Employee which Seller is a successor-in-interest (including by operation of Law, merger, liquidation, consolidation, assignment, assumption or former employee of Seller, or any consultant retained by Seller; (ix) 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 entityotherwise); (x) any liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.