Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer shall not assume, and shall not be deemed to have assumed by anything contained in this Agreement or otherwise, any Liability of the County whatsoever (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities: (i) all Liabilities and obligations of the County under this Agreement; (ii) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilities.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilities, the Buyer shall not assume, and shall not be deemed to have assumed by anything contrary contained in this Agreement or otherwiseany of the Other Acquisition Documents, Seller acknowledges that Seller shall retain and satisfy, and Purchaser shall not assume or otherwise be responsible or liable for, any Liability Liabilities or obligations of Seller other than the County whatsoever Assumed Liabilities, whether or not relating to the Acquired Assets (collectively, the “Excluded Liabilities”). Without limiting For the generality avoidance of doubt, Excluded Liabilities shall include the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilitiesfollowing: (ia) all those Liabilities which are allocated to Seller with respect to the Channel Liabilities, as defined and obligations of the County under this Agreementset forth in Section 9.08 hereof; (iib) all any Liability arising under or relating to the Transferred Contracts arising prior to the Closing Date, including any obligation for monies due but not yet payable (including, but not limited to, royalties or milestones, as applicable) as of the Closing Date under any Transferred Contract; (c) any Liabilities resulting from (1) any breach or violation of any Transferred Contract by Seller occurring prior to the Closing or (2) any act or omission of Seller prior to the Closing that would have constituted a breach or violation upon notice or passage of time under any Transferred Contract; (d) 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 an Acquired Asset, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any Product manufactured or sold prior to the Closing Date, or any service performed by Seller prior to the Closing Date; (e) any recall, design defect or similar claims of any Product sold or any service performed by Seller prior the Closing Date; (f) any Liability resulting from or arising out of the operation and conduct of business by Seller or any Affiliate of Seller or the ownership of the Purchased Assets prior to Excluded Assets, whether before, on or after the Closing; (iiig) all Liabilities for rebates or demands for any Taxes in chargebacks with respect of to the Purchased Assets that are due and payable for periods at or Product dispensed prior to the ClosingClosing Date; (ivh) all Liabilities any Liability of Seller for expenses or demands fees incident to or arising out of any Liability the negotiation, preparation, approval or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation authorization of this Agreement and Agreement, the Other Acquisition Documents or the consummation (or preparation for the consummation) of the transactions contemplated hereby and thereby (collectively, “Transaction Expenses”), including without limitation, all attorneys’, ’ and accountants’ fees and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurredbrokerage fees incurred by or imposed upon Seller); (viiii) all Liabilities any Liability of Seller under this Agreement or demands the Other Acquisition Documents; (contingent j) any Taxes for which Seller is liable, including any Liability of Seller for unpaid Taxes of any Person under Treasury Regulations §1.1502-6 (or any similar provision of state, local or foreign Law), as transferee or successor by contract or otherwise; (k) any Liability resulting from or arising out of any Environmental Laws of the Excluded Assets and not specifically assumed by Purchaser as an Assumed Liability; (l) any Liabilities in respect of any pending or threatened Legal Proceeding arising out of, relating to contamination events with or otherwise in respect of the operation of the Acquired Assets to the Purchased Assets occurring at any time before extent such Legal Proceeding relates to such operation on or prior to the Closing Date; and (ixm) all other Liens, any Liabilities or demands of the County arising out of, in respect of or relating in connection with the failure by Seller or any of its Affiliates to the ownership, use or operation of comply with any Facility or its Wastewater Collection System that are not Assumed LiabilitiesLaw.

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer shall not assumeassume by virtue of this Agreement or the transactions contemplated hereby, and shall not be deemed to have assumed by anything contained in this Agreement or otherwiseno liability for, any Liability Liabilities of Seller or any of its Affiliates (including, without limitation, those related to the County Business) of any kind, character or description whatsoever (the “Excluded Liabilities”). Without limiting the generality Seller shall discharge in a timely manner or shall make adequate provision for all of the foregoingExcluded Liabilities that affect the Business, Assets or Assumed Liabilities, provided that Seller shall have the Buyer ability to contest, in good faith, any such claim of liability asserted in respect thereof by any person or entity. Excluded Liabilities shall not assumeinclude, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilitieswithout limitation: (ia) all Taxes (other than Taxes that are Assumed Liabilities) including those that result from or have accrued in connection with the operation of the Business on or prior to the Closing Date; (b) any Liability or obligation of Seller of any nature owed to any employees, directors, former employees, agents or independent contractors, whether or not employed by Buyer after the Closing, that (A) arises out of or relates to the employment or service provider relationship between Seller or its Affiliates (or any predecessor in interest) and any such individual(s) (including, but not limited to, claims for compensation, discrimination, harassment, or retaliation and any Liability under Seller’s Employee Benefit Plans); or (B) arises out of or relates to events, circumstances or conditions occurring on or prior to the Closing Date (including the transactions contemplated by this Agreement); (c) all Accounts Payable arising on or prior to the Closing Date; * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. (d) Liabilities of Seller under the Assumed Contracts that were incurred, arose or became payable on or prior to the Closing Date; (e) all Liabilities of Seller and obligations of its Affiliates under the County under this AgreementRegistrations, to be performed, or which relate to any event, circumstance or condition occurring, on or prior to the Closing Date; (iif) all Liabilities with respect to accrued expenses incurred on or prior to the Closing in connection with the CV Products or the Business; (g) all Liabilities arising out of claims of third parties for damage or injury suffered as the operation and ownership result of the Purchased Assets prior to the Closing; (iii) all Liabilities defective products sold or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at manufactured on or prior to the ClosingClosing Date; (ivh) all Liabilities or demands arising out of any Liability or demand incurred (whether or not assertedi) or threatened or pending Litigation relating to up through the Purchased Assets for any period ending at or prior to Closing Date and (ii) after the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the ClosingClosing Date [****]*, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with or related to the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”)[****]*, including without limitation, attorneys’, accountants’ limitation the [****]* and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws and all work and agreements relating to contamination events with respect to thereto, and the Purchased Assets occurring at any time before [****]* relating the Closing Date[****]*; and (ixi) all other Liens, Liabilities or demands of the County arising out of or Seller and its Affiliates relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilitiesarising under this Agreement.

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

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer The Purchaser shall not assume, assume and shall not be deemed have no obligation to have assumed by anything contained discharge, perform or fulfill any liabilities or obligations of any Vendor or claims against any Vendor related to any Vendor’s Purchased Assets of any kind whatsoever in this Agreement or otherwise, any Liability respect of the County whatsoever (period of time prior to the “Excluded Liabilities”). Without limiting the generality of the foregoingrelevant Closing Date, the Buyer shall including, but not assumelimited to, and shall not be deemed by anything contained in this Agreement or otherwise with respect to have assumed any of the following Excluded Liabilitieseach Vendor: (ia) all Liabilities and any such liabilities or obligations of that Vendor incurred or accrued prior to the County under this Agreementrelevant Closing Date of that Vendor’s Purchased Assets, including but not limited to, any claim by a third party arising out of or in connection with the operation of the business of the Vendor or any operating expenses of Vessels on or before the relevant Closing Date; (iib) all Liabilities Taxes of or relating to that Vendor or, with respect to any period of time prior to the relevant Closing Date, as the case may be, of that Vendor’s Purchased Assets; (c) all such liabilities in respect of indebtedness of that Vendor to all persons; (d) all such claims and liabilities relating to services provided by that Vendor prior to the relevant Closing Date, as the case may be, of that Vendor’s Purchased Assets; (e) any such claims, obligations and liabilities relating to or arising out of the operation employment of all crew and ownership sea-going employees employed by the Vendor or a sub-contracted party on any of its Vessels, including liens for master’s disbursements incurred in the ordinary course of trading and unpaid crew’s wages, including liabilities secured by the liens described in paragraph (iii) of the Purchased Assets definition of Permitted Encumbrances; (f) all liabilities which relate to a period of time prior to the Closingrelevant Closing Date of that Vendor’s Purchased Assets; (iiig) all Liabilities any such obligations or demands for liabilities of that Vendor related to any Taxes in respect breach or default of the Purchased Assets any kind by that are due and payable for periods at Vendor existing or relating to a period of time prior to the Closing; (iv) all Liabilities or demands arising out relevant Closing Date of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the that Vendor’s Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation a consequence of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Dateby this Agreement; and (ixh) all other Lienssubject to Section 7.2, Liabilities any liabilities or demands of the County arising out of or relating to the ownership, use or operation obligations of any Facility Vendor under the Memoranda of Agreement, the Ship Building Contract or its Wastewater Collection System that are not Assumed Liabilitiesthe Purchase Option Charters. Each Vendor shall indemnify and save harmless the Purchaser from and against all such liabilities, debts, obligations and claims in accordance with Section 8.5.

Excluded Liabilities. Except Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities, the Buyer shall not assume, and shall not be deemed to have assumed by anything contained in this Agreement or otherwise, any Liability of the County whatsoever Liabilities (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities: (i) all Liabilities and obligations of the County under this Agreement; (ii) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating theretothe following liabilities and obligations of Reliant: (a) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior to the Closing Date; (vib) all Liabilities liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use or demands, including, without limitation, for sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any interest, penalties, late charges, prepayment charges of its Affiliates and all Losses arising out of claims of third parties due to or termination fees relating to any Indebtedness outstanding as voluntary or involuntary recall of the ClosingProduct sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assetsrefunds for Product, whether or not such Indebtedness is outstanding as bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of the Closing; (vii) all Liabilities its Affiliates on or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating prior to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ixf) all other Liensany obligations of Reliant arising under this Agreement, Liabilities including pursuant to any representation, warranty or demands covenant hereunder, or from the consummation of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilitiestransaction contemplated hereby.

Excluded Liabilities. Except for Notwithstanding any other provision of this Agreement, all liabilities or obligations of the Seller not constituting Assumed Liabilities, including without limitation the Buyer shall not assumefollowing, and shall not be deemed to have assumed by anything contained in this Agreement or otherwise, any Liability the Buyer and shall remain the sole responsibility of the County whatsoever Seller (the “"Excluded Liabilities”). Without limiting ") excepting only the generality precise liabilities and in the precise amounts, if any, designated by the Buyer as being assumed by the Buyer pursuant to Section 2.2: 2.3.1 All accounts payable arising prior to the Closing, including all amounts owed to vendors, suppliers or representatives and all commissions. 2.3.2 All liabilities or obligations for borrowed money, deferred purchase price of goods or services and guarantees or other credit support obligations in respect of any of the foregoing, whether direct or in the Buyer shall not assumeform of a guarantee or similar contingent obligation. 2.3.3 All liabilities, and shall not be deemed by anything contained in this Agreement obligations, claims, actions or otherwise to have assumed any of the following Excluded Liabilities: (i) all Liabilities and obligations of the County under this Agreement; (ii) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (proceedings, whether or not asserted) contingent and whether or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at not asserted on or prior to the Closing, includingto the extent they relate to occurrences, without limitation, any warranty claims relating thereto; (vi) all Liabilities events or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating periods prior to any Indebtedness outstanding as of the Closing. 2.3.4 All liabilities, obligations, claims, actions or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assetsproceedings, whether or not such Indebtedness is outstanding contingent and whether or not asserted on or prior to the Closing, that relate to any income Tax (as defined below) of the Closing; (vii) all Liabilities Seller or demands for that relate to any other federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, profits, customs, duties, franchise, withholding, employment, real property, personal property, sales, use, transfer, registration, estimated, or other taxes, fees, costs levies, duties, imposts or expenses incurred by charges of any kind, including any interest, penalty, or addition thereto, whether disputed or not ("Tax"), in respect of occurrences, events or periods prior to the County in connection with Closing. 2.3.5 All liabilities and obligations relating to Excluded Assets. 2.3.6 All liabilities relating to warranty, product liability and similar matters arising from occurrences prior to the preparation Closing or from any product manufactured, remanufactured, sold or distributed prior to the Closing. 2.3.7 All liabilities resulting from any obligation of the Business arising prior to the Closing that relate to any account receivable, including without limitation product returns, deductions, off-sets, chargebacks, price protection provisions, cooperative advertising allowances or other reductions or dilutions. 2.3.8 All liabilities accrued on the balance sheet of the Seller, including without limitation employee bonuses and negotiation of this Agreement and the consummation of other compensation, bonuses related to the transactions contemplated hereby and similar obligations pursuant to any contract constituting an Excluded Asset. 2.3.9 All compensation, benefit and other employment related claims, including wages, severance, vacation, sick leave, Comprehensive Omnibus Budget Reconciliation Act (collectively"COBRA") claims and similar claims arising under state law, “Transaction Expenses”)all Worker Adjustment and Retraining Notification Act ("WARN Act") claims, and all medical, dental and similar claims and disability claims. 2.3.10 All royalties and similar obligations relating to the use of any trade name, trademark, service ▇▇▇▇, patent or patent right or to the sale of products. 2.3.11 All liabilities and obligations arising under any intercompany or interdivisional account. 2.3.12 All liabilities and obligations arising under any contract, license, real or personal property lease, purchase order, customer order or other agreement or obligation of the Seller that is not expressly assumed by the Buyer pursuant to this Agreement, including without limitation, attorneys’, accountants’ limitation Buyer does not hereby assume any purchase orders now or hereafter entered into by Seller and consultants’ fees, finder’s fees, costs assumes no obligation to complete Seller's work-in-progress. 2.3.13 All liabilities and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands obligations of the County Seller arising as a result of or in connection with any failure by the Seller to comply with any bulk sales or bulk transfers laws. 2.3.14 All liabilities and obligations arising out of or resulting from noncompliance prior to the Closing Date with any treaty or national, regional or local laws, including judicial and administrative rules and directives, and including all such laws relating to environmental liabilities. 2.3.15 All other liabilities and obligations of the ownership, use or operation Seller of any Facility nature, past, present or its Wastewater Collection System future, fixed or contingent, disclosed or undisclosed, now existing or hereafter arising, that are not Assumed Liabilitiesexpressly assumed by the Buyer pursuant to this Agreement.

Excluded Liabilities. Except for (i) If the Assumed LiabilitiesPurchaser becomes aware after Closing of any claim by a third party which constitutes or may constitute an Excluded Liability or relates to an Excluded Liability or any investigations related thereto, regardless of whether the Purchaser believes that such claim would be made against a member of the Purchaser’s Group or a member of a Seller’s Group, the Buyer Purchaser shall not assumeas soon as reasonably practicable: (a) give written notice thereof to the relevant Seller, setting out such information as is available to the Purchaser as is reasonably necessary to enable that Seller to assess the merits of the potential claim; (b) take all appropriate actions to preserve evidence; and (c) provide the relevant Seller with periodic updates on the status upon request and shall not admit, compromise, settle, discharge or otherwise deal with such claim without the prior written agreement of that Seller (such agreement not to be deemed unreasonably withheld or delayed). (ii) The Purchaser shall take such action as the relevant Seller may reasonably request to have assumed avoid, dispute, resist, appeal, compromise, defend or mitigate any claim which constitutes or may constitute an Excluded Liability subject to the Purchaser being indemnified and secured to its reasonable satisfaction by anything contained the relevant Seller against all Liabilities which may thereby be incurred. (iii) In addition, where any such claim or investigation involves a Governmental Entity, the Purchaser shall, subject to Applicable Law, the requirements of any relevant Governmental Entity and the relevant Seller providing an appropriate confidentiality undertaking in this Agreement or otherwisefavour of the Purchaser’s Group, provide to that Seller, at least five Business Days in advance (or, where not possible, as soon as reasonably possible), any Liability of the County whatsoever (the “Excluded Liabilities”)analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals they or their agents make or submit to a Governmental Entity. Without limiting the generality of the foregoing, the Buyer shall parties agree, subject to Applicable Law and the requirements of the relevant Governmental Entity and the Seller providing an appropriate confidentiality undertaking in favour of the Purchaser’s Group to: (a) give that Seller reasonable advance notice of all meetings with any Governmental Entity; (b) give that Seller an opportunity to participate in each of such meetings; (c) to the extent practicable, give that Seller reasonable advance notice of all substantive oral communications with any Governmental Entity; (d) if any Governmental Entity initiates a substantive oral communication, promptly notify that Seller of the substance of such communication; (e) provide that Seller with a reasonable advance opportunity to review and comment upon all substantive written communications (including any substantive correspondence, analyses, presentations, memoranda, briefs, arguments, opinions and proposals) that the Purchaser or its agents intend to make or submit to a Governmental Entity in connection with such claim; (f) provide that Seller with copies of all substantive written communications to or from any Governmental Entity; and (g) not assumeadvance arguments with the Governmental Entity without prior agreement of that Seller that would reasonably be likely to have a significant adverse impact on the Seller, and provided however, that the Purchaser shall not be deemed required to comply with paragraph (b) above to the extent that the Governmental Entity objects to the participation of a party, or with paragraph (e) or (f) above to the extent that such disclosure may raise regulatory concerns (in which case, the disclosure may be made on an outside counsel basis). (iv) Other than in respect of any claim to the extent it relates to an IP Liability, a Commercial Practices Liability, or a Governmental Liability (other than in respect of any Liability arising solely by anything contained virtue of a breach of Contract with any Governmental Entity which breach does not also constitute a breach of Applicable Law), the relevant Seller shall be entitled at its own expense and in this Agreement its absolute discretion, by notice in writing to the Purchaser, to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or otherwise contest any such claim (including making counterclaims or other claims against third parties) in the name of and on behalf of the Purchaser or other member of the Purchaser’s Group concerned and to have assumed the conduct of any related proceedings, negotiations or appeals. In taking action on behalf of any member of the following Excluded Liabilities: (i) all Liabilities Purchaser’s Group as permitted by this Clause 8.2, the relevant Seller shall, in good faith, take into account and obligations of the County under this Agreement; (ii) all Liabilities have due regard to any reputational matters or issues arising out of the operation and ownership claim for any member of the Purchased Assets prior Purchaser’s Group or any of their respective directors, officers, employees or agents which are brought to its attention by the Closing; (iii) all Liabilities Purchaser or demands for any Taxes in respect a member of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing;Purchaser’s Group. (v) all Liabilities The Purchaser shall make or demands arising out of any work or Contract that were procure to be performed by the County at or prior made available to the Closingrelevant Seller or its duly authorised agents on reasonable notice during normal business hours full and free access to all relevant books of account, including, without limitation, records and correspondence relating to its Target Group which are in the possession of the Purchaser or any warranty claims relating thereto;member of the Purchaser’s Group (and shall permit the relevant Seller to take copies thereof) for the purposes of enabling that Seller to ascertain or extract any information relevant to the claim. (vi) all Liabilities or demandsThe Purchaser shall, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as and shall procure that each other member of the ClosingPurchaser’s Group shall, on reasonable notice from the relevant Seller, give such assistance to that Seller as it may reasonably require in relation to the claim including providing the relevant Seller or Taxes resulting any member of that Seller’s Group and its representative and advisers with access to and assistance from cancellation of such Indebtednessdirectors, and all Liabilities relating to any arbitrage rebate liabilityofficers, auditmanagers, examination employees, advisers, agents or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness consultants of the County financing or refinancing any Purchaser and/or of each other member of the Purchased AssetsPurchaser’s Group (collectively, whether or not the “Relevant Persons”) and the Purchaser will use its reasonable endeavours to procure that such Indebtedness is outstanding as Relevant Persons comply with any reasonable requests from that Seller and generally co-operate with and assist that Seller and other members of the Closing;that Seller’s Group. (vii) all Liabilities When seeking assistance under Clauses 8.2.2(v) and 8.2.2(vi), the relevant Seller, or demands for feesany other relevant member of that Seller’s Group, costs shall use reasonable endeavours to minimise interference with the Purchaser and the Purchaser’s Group’s conduct of the relevant business or expenses incurred the performance by the County in connection with the preparation and negotiation Relevant Persons of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilitiestheir employment duties.

Excluded Liabilities. Except for Notwithstanding any provision of this Agreement to the contrary, none of the liabilities or obligations of Seller other than the Assumed LiabilitiesLiabilities shall be assumed or are being assumed by Buyer, and Seller shall retain and remain and hereby retains and remains solely liable for, all of the debts, expenses, contracts, agreements, commitments, obligations and other liabilities of any nature whatsoever of Seller, the Buyer shall business of Seller or the Purchased Assets, whether known or unknown, accrued or not assumeaccrued, and shall not be deemed to have assumed by anything contained in this Agreement fixed or otherwisecontingent (collectively, any Liability of the County whatsoever (the “Excluded Liabilities”). Without limiting , including the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilitiesfollowing: (i) all Liabilities and obligations of the County under this Agreement2.4.1 Any liability related to any Excluded Assets; (ii) all Liabilities 2.4.2 Except as set forth in Section 2.3.5, any liability arising out of under the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at Assigned Contracts on or prior to the Closing; (iv) all Liabilities Closing Date or demands arising out any liability for any breach by Seller or any other Person of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating Assigned Contract prior to the Purchased Assets Closing Date or any liability for Seller’s failure to pay any period ending at accounts payable outstanding under the Assigned Contracts on or prior to the ClosingClosing Date; (v) all Liabilities or demands arising out of any work or Contract 2.4.3 Any product liability claims involving the Products that were to be performed by the County at first made on or prior to the Closing, including, without limitation, any warranty claims relating theretoClosing Date; 2.4.4 Any liability, other than liabilities or obligations pursuant to Section 2.4.3, under any Action against Seller based, in whole or in part, on events occurring or circumstances existing on or before the Closing Date (vi) all Liabilities the “Retained Claims”); 2.4.5 Any liability or demandsobligation related to Seller’s existing or former employees, including, without limitation, consultants or independent contractors; 2.4.6 Any liability for any interest, penalties, late charges, prepayment charges Taxes incurred or termination fees relating accruing prior to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority Closing Date with respect to any Indebtedness of the County financing Seller’s business or refinancing any of the Purchased Assets; and 2.4.7 Any liability for or in respect of any loan, whether other indebtedness for money borrowed, or not such Indebtedness is outstanding as account payable of the Closing; (vii) all Liabilities Seller or demands for fees, costs or expenses incurred by the County in connection any Affiliate of Seller. * Certain information has been omitted and filed separately with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events Commission. Confidential treatment has been requested with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilities.omitted portions. Execution Version

Excluded Liabilities. Except Notwithstanding anything in this Agreement to the contrary, unless express or implied by the context herein, or as otherwise limited under Section 6.5 or elsewhere in this Agreement, and except for the Assumed LiabilitiesLiabilities set forth in Section 1.3: (a) Buyer, the Buyer Merger Subsidiary and Parent shall not assumenot, and shall not be deemed to have assumed by anything contained in this Agreement directly or otherwiseindirectly, assume or become liable for any Liability other debt, obligations, indebtedness or other liabilities or obligations of the County whatsoever (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement Seller or otherwise to have assumed any of the following Excluded Liabilities: (i) all Liabilities and obligations of the County under this Agreement; (ii) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased AssetsStockholders, whether or not such Indebtedness is outstanding liabilities are required to be set forth on a Seller balance sheet prepared in accordance with GAAP, arise under any employment agreement or other Contract or writing (other than the specific Assumed Contracts referred to in Sections 1.1(e) and identified on the schedule thereto and the transactions contemplated in and by this Agreement, including without limitation those agreements and documents identified and referenced in Section 1.7) or result from any contingencies or claims of any third person, firm, entity or Governmental Entity or regulatory authority; and (b) Seller or the Stockholder, as the case may be, shall remain solely responsible for all liabilities and obligations not assumed by Buyer under this Agreement as Assumed Liabilities or otherwise undertaken by Buyer under this Agreement. For the avoidance of doubt, only to the extent arising from events that have occurred prior to Closing, and subject to the requirement that written notice of any such claims that are received by Buyer be tendered within 30 days of receipt by Buyer to the Seller and the Stockholders, (i) subject to the last sentence of this Section 1.4, any and all VAT or other Pre-Closing Tax obligations shall be retained by Stockholders and the Seller pursuant to Section 4.11 hereof, and (ii) any fines, penalties, debts or liabilities incurred by Seller, DiscCo or any of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County Stockholders in connection with the preparation failure by the Company or DiscCo prior to Closing to comply with any requirements or obligations to register with applicable governmental agencies or authorities, certain of the products sold by Seller, Disco or any of their Subsidiaries, directly or through distributors or fulfillment centers to retail consumers located in countries under the jurisdiction of such governmental agencies or authorities, as determined, claimed and negotiation assessed by such applicable governmental agencies or authorities, shall for all purposes be deemed to be Excluded Liabilities. Notwithstanding the foregoing, any tax consequences of the Merger, as defined in Section 1.7, or any related liabilities, whether to DiscCo, to ▇▇▇▇▇▇▇ as the sole Stockholder of DiscCo, or to ▇▇▇▇▇▇▇▇ as a former Stockholder of DiscCo, arising as a result of the Merger failing to qualify as a tax-free merger under Section 368 and related sections of the Internal Revenue Code, thereby resulting in taxes to DiscCo, ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇, shall not, for the purposes of this Agreement or the Merger, be considered a Pre-Closing Tax obligation, shall be excluded from the Stockholders’ responsibility under Section 4.11, and shall remain covered by the consummation tax indemnity agreement by Buyer and Buyer’s Affiliates in favor of the transactions contemplated hereby (collectively, “Transaction Expenses▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇.”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilities.

Excluded Liabilities. Except Notwithstanding any other provision of this Agreement, except for the Assumed LiabilitiesIncluded Liabilities described in Sections 1.5(c), 1.5(e), 1.5(f) and 1.5(m) to the extent expressly assumed by Buyer, Buyer and its Affiliates shall not assume, and shall not or in any way be deemed to have assumed by anything contained in this Agreement liable for the payment, performance or otherwisedischarge of, any Liability Liabilities of the County whatsoever Seller or any of its Affiliates (collectively, the “Excluded Liabilities”). Without limiting , including the generality following Liabilities: (a) all Liabilities, obligations and commitments arising out of the foregoingownership or operation of the Business prior to the Effective Time; (b) all Liabilities, obligations and commitments relating to the return or claimed spoilage of Products manufactured prior to the Effective Time and returned within thirty (30) days after the Closing Date (whether physically returned, or whether a credit, deduction or other accommodation is made); (c) any Liabilities for any Default under any Transferred Contract or Included Shared Contract occurring prior to the Effective Time; (d) all Liabilities for indebtedness for borrowed money of Seller or any of its Affiliates; (e) all Liabilities, obligations, and commitments for manufacturer’s coupons relating to Products issued prior to the Effective Time and received by the clearing house for reimbursement within one hundred twenty (120) days after the Closing Date; (f) all Liabilities, obligations and commitments for trade and consumer promotions relating to Products (i) that commenced and concluded prior to the Closing Date or (ii) that commenced prior to but concluded after the Closing Date; provided, that the amount of Liabilities, obligations and commitments retained by Seller pursuant to clause (ii) in respect of any trade or consumer promotion shall be equal to the total amount of Liabilities, obligations and commitments related to such trade or consumer promotion multiplied by a fraction, the Buyer shall not assumenumerator of which is equal to the number of calendar days such trade or consumer promotion was available prior to the Closing Date, and shall not be deemed by anything contained the denominator of which is equal to the total number of calendar days such trade or consumer promotion was available; (g) all Liabilities, obligations and commitments for advertising for the Business for advertising airing or appearing in this Agreement or otherwise periods prior to have assumed the Effective Time; (h) all Liabilities under any Environmental Law, to the extent arising out of the following (i) ownership or operation of the Business, the Included Assets or the Excluded Liabilities:Assets or the Transferred Facilities or the Shared Facilities prior to the Effective Time or out of the release or disposal of Hazardous Substances at, in, on, under or from the Transferred Facilities or the Shared Facilities, to the extent such release or disposal first existed, occurred or arose prior to the Effective Time, or (ii) ownership or operation of the Excluded Assets from and after the Effective Time, in each case including, without limitation, those relating to (y) any non-compliance with any Environmental Law or (z) the investigation, removal, cleanup or remediation of any Hazardous Substances at, on, in, under or from any Transferred Facility, any Shared Facility, any offsite disposal location or any other property (and in each case other than such Liabilities deemed to be Included Liabilities pursuant to Section 8.2(e)); (i) all Liabilities employment and obligations employee benefits-related liabilities, obligations, commitments, claims and other Losses relating to employees of Seller or any of its Affiliates other than the County under this AgreementCovered Employee Liabilities; (iij) all Liabilities, obligations and commitments of Seller or its Affiliates to the extent relating to or arising out of Excluded Assets; (k) all Liabilities, obligations and commitments with respect to Excluded Taxes; (l) Transfer Taxes that are the responsibility of Seller pursuant to Section 7.6(b). (m) all Liabilities arising out from any injury to or death of the operation and ownership any Person or damage to or destruction of the Purchased Assets prior any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory, to the Closing; (iii) all Liabilities extent arising from defects in products manufactured or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be from services performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation Business by or on behalf of this Agreement and Seller or its Affiliates prior to the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurredEffective Time; (viiin) all Liabilities of Seller or demands (contingent its Affiliates or otherwise) arising out of any Environmental Laws relating to contamination events with respect related to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County Business arising out of or relating to the ownership, use or operation of any Facility Proceedings against Seller or its Wastewater Collection System that are not Assumed LiabilitiesAffiliates and which shall have been asserted prior to the Effective Time or to the extent the basis of which shall have arisen or shall relate to periods prior to the Effective Time (in each case other than such Liabilities deemed to be Included Liabilities pursuant to Section 8.2(e)); (o) the Excluded Current Liabilities and all Liabilities with respect to all Liens and Permitted Liens on the Included Assets (other than Permitted Liens described in clause (iii) and (v) of the definition thereof and lease obligations, Seller Licenses-In and Seller Licenses-Out to the extent expressly assumed by Buyer hereunder) and the Excluded Assets existing as of immediately prior to the Effective Time, regardless of when such Liabilities come due; and (p) all Liabilities of Seller or its Affiliates for any fees, expenses or other payments to any agent, broker, investment banker or other firm or Person retained or employed by Seller or its Affiliates in connection with the transactions contemplated by this Agreement.

Excluded Liabilities. Except for Specifically, and without in any way limiting the generality of Section 1.4(a), the Assumed Liabilities will not include, and in no event will the Purchaser assume, agree to pay, discharge or satisfy any liability or obligation under this Agreement or otherwise have any responsibility for, any liability or obligation (together with all other liabilities of the Seller and its subsidiaries that are not Assumed Liabilities, the Buyer shall not assume"Excluded Liabilities"): (a) relating to any liability or obligation (including, and shall not be deemed without limitation, accounts payable) owed by the Seller or any of its Affiliates to have assumed by anything contained in this Agreement or otherwise, any Liability Affiliate of the County whatsoever Seller; (b) for Taxes (as hereinafter defined) with respect to any period, except for Taxes (other than sales taxes) related to the “Excluded Liabilities”). Without limiting Assets and Assumed Liabilities which accrue for any period after the generality of Closing; (c) for any indebtedness with respect to borrowed money and notes payable, including any interest or penalties accrued thereon, except with respect to leases included in the foregoingAssumed Contracts (collectively, the Buyer shall not assume"Closing Date Indebtedness"); (d) relating to, and shall not be deemed by anything contained in this Agreement resulting from or otherwise to have assumed any arising out of the following Excluded Liabilities: (i) all Liabilities and obligations claims made in pending or future suits, actions, investigations, or other legal, governmental or administrative proceedings, including but not limited to those identified in Section 1.3(k) of the County under this AgreementSeller Disclosure Letter or Section 3.12 of the Seller Disclosure Letter or (ii) claims based on violations of law as in effect on or prior to the Closing, breach of contract, employment practices, or environmental, health and safety matters, in each case arising out of or relating to events which shall have occurred, or services performed, or the operation of the Business, prior to the Closing, except as otherwise provided in Section 5.12; (iie) all Liabilities pertaining to any Excluded Asset; (f) relating to, resulting from or arising out of the operation and ownership any former operations of the Purchased Assets Seller or its subsidiaries that have been discontinued or disposed of prior to the Closing; (iiig) all Liabilities under or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased AssetsSeller Benefit Plan, whether or not such Indebtedness is outstanding liability or obligation arises prior to, on or after the Closing Date (except as may be required by Section 5.12) and including but not limited to any liability with respect to vested options to purchase shares of the ClosingSeller Common Stock; (viih) all Liabilities of the Seller arising or demands for fees, costs or expenses incurred by the County in connection with (i) the negotiation, preparation and negotiation execution of this Agreement and the consummation transactions contemplated hereby and (ii) any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of the Seller which have accrued as of the Closing Date (collectively, the "Professional Fees"), including, but not limited to those Professional Fees incurred in connection with the following: (i) this Agreement and the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurredhereby; (viiiii) all Liabilities in connection with the class action litigation filed in United States District Court, Middle District Florida as In re Phoenix International Ltd. Securities Litigation, Case 99-1495-CIV-ORL-18C (the "Class Action") or demands resolution of any matters relating to the cause of action; (contingent iii) the restatement of the Seller's financial statements; or (iv) with respect to any of the other disputes identified in Section 3.12 of the Seller Disclosure Letter; or (i) except as other wise provided in Section 5.12, relating to, resulting from or otherwise) arising out of the Seller's (or its subsidiaries') hiring, retention, failure to hire or termination of any Environmental Laws relating person as an employee, independent contractor or consultant which accrued prior to contamination events with respect to the Purchased Assets occurring at any time before or on the Closing Date; and (ix) . Such Excluded Liabilities shall include all other Liensclaims, Liabilities actions, litigations and proceedings relating to any or demands all of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilitiesforegoing and all costs and expenses in connection therewith.

Excluded Liabilities. Except for the Assumed Lap-Band Liabilities, the Buyer ReShape shall not assume, and shall not be deemed to have assumed by anything contained in this Agreement or otherwiseno liability for, any Liability Liabilities of Apollo or any Apollo Affiliate of any kind, character or description, it being understood that ReShape is expressly disclaiming any express or implied assumption of any Liabilities other than the County whatsoever (the “Excluded Liabilities”). Without limiting the generality of the foregoingAssumed Lap-Band Liabilities including, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities: (i) all Liabilities and obligations of the County under this Agreement; (ii) without limitation all Liabilities arising out of, resulting from or relating to (collectively, the “Excluded Apollo Liabilities”): (a) any and all Claims, regardless of when such Claim was first commenced or made, that arose out of, relates to or results from the development, nonclinical and clinical testing, commercialization, manufacture, storage, packaging, import, marketing, labeling, pricing, distribution, sale or use of the operation and ownership Apollo Lap-Band Product or any of the Purchased Assets Apollo Lap-Band Assets, in each case, prior to the Closing, including all such Claims relating to warranty obligations, marketing programs, patient incentive programs and alleged intellectual property infringement; (b) any and all products liability Claims that arose out of, relates to or results from any Apollo Lap-Band Product sold prior to the Closing (including Claims alleging defects in such Apollo Lap-Band Product and Claims involving the death of or injury to any individual relating to such Apollo Lap-Band Product); (c) any recalls (including after the Closing) mandated by any Governmental Body with respect to any Apollo Lap-Band Products manufactured or sold prior to the Closing; (iiid) any and all Liabilities Claims for Apollo Lap-Band Products manufactured prior to the Closing, including but not limited to product liability and infringement of Intellectual Property whether or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or not sold prior to the Closing; (ive) all Liabilities any of the Excluded Apollo Assets; (f) Taxes (other than Transfer Taxes, which shall be governed solely by Section 2.8) (i) in respect of or demands arising out imposed upon Apollo or any of its Affiliates for any Liability taxable period, or demand (whether or not assertedii) or threatened or pending Litigation relating imposed with respect to the Purchased Apollo Lap-Band Assets or the Apollo Lap-Band Business for any taxable period (or portion thereof) ending at on or prior to the ClosingClosing Date; (vg) all Liabilities or demands arising out of any work or Contract, other than an Apollo Lap-Band Business Contract that were to be performed by the County at or prior and subject to the Closinglimitations set forth in Section 1.3, including, without limitation, to which Apollo or any warranty claims relating theretoof its Affiliates is a party or by which any of its properties or assets are otherwise bound; (vih) all Liabilities any current or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges former employee or termination fees relating to any Indebtedness outstanding as contractor of the ClosingApollo, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closingits Affiliates; (viii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”)Apollo Accounts Payable, including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating unpaid accounts payable related to contamination events with respect to the Purchased Assets occurring at any time before the Closing DateApollo Lap-Band Inventory; and (ixj) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilitiesset forth on Schedule 1.4.

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer shall not assumeassume or become liable or obligated in any way and Seller shall retain and remain solely liable for any obligation to pay, perform and shall not be deemed to have assumed by anything contained in this Agreement or otherwisedischarge all Liabilities of Seller, regardless of when asserted, including without limitation, any Liability of the County whatsoever following (collectively, the “Excluded Liabilities”). Without limiting ): (a) Any obligations or liabilities of Seller under the generality Excluded Contracts, including leases and other contracts related to the operation of the foregoingSNF Facilities; (b) All obligations related to Series 2013 Bonds issued in the original principal amount of $44,360,000, the Series 2015 Bonds issued in the original principal amount of $8,775,000, and the Series 2016 Bonds issued in the original principal amount of $7,270,000 (collectively the “Bonds”); (c) All obligations, liabilities, and/or repayment obligations, if any, related to Seller’s receipt and use of funds related to the Paycheck Protection Program (if any) or the Provider Relief Fund or Medicare Accelerated Payments Program (each to the extent specified in Section 1.09 (hereunder) arising out of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) or other similar COVID-19 relief programs; (d) Seller will remain solely liable for any repayment obligations, recoupments, or reconciliations with respect to past and current IGTs and any payments made and received in respect thereof in and for periods prior to the Effective Time; (e) Obligations or liabilities of Seller by reason of any failure to comply with the rules and regulations of any Government Reimbursement Program or Private Program which is attributable to any period of time ending prior to the Effective Time; (f) Any obligation or liability of Seller arising out of or relating to any violation of any Legal Requirements prior to the Effective Time; (g) All obligations related to the Nacogdoches County Hospital District Retirement Plan (the “Pension”) and any obligation or liability of Seller arising out of or relating to any Employee Benefit Plan of any nature whatsoever maintained by Seller or its Affiliates for the benefit of its or their employees (except that Buyer shall have liability for and to the extent provided in Section 7.10 and for Assumed PTO); (h) All liabilities for PTO for Seller employees who do not assumebecome Hired Employees of Buyer and liabilities in excess of Assumed PTO for Seller employees that do become Hired Employees of Buyer, and which liabilities shall not be deemed paid by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities:Seller; (i) all Liabilities and obligations of the County under this Agreement; (ii) all Liabilities Obligations or liabilities for Taxes arising out of the operation and ownership of the Purchased Assets from Hospital Operations or other sources for periods prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the ClosingEffective Time, including, without limitation, (1) any warranty claims relating theretoTaxes arising as a result of Seller’s operation of the Hospital Operations or ownership of the Purchased Assets or Lease Assets prior to the Effective Time; and (2) any deferred Taxes of any nature; provided however, if at any time following Closing the Purchased Assets and/or Leased Assets are assessed for real estate or personal property taxes, the Buyer shall be liable for such Taxes; (vij) all Liabilities Obligations or demandsliabilities to Government Reimbursement Programs and/or Private Programs for overpayments, includingrecoupments, without limitationand other financial obligations arising from adjustments or reductions in reimbursement attributable to events, for any interesttransactions, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closingcircumstances, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating conditions occurring or existing prior to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority Effective Time (except that with respect to Accounts Receivable actually collected by Buyer, Seller shall have no liability to Buyer for any Indebtedness subsequent adjustments to those collected Accounts Receivable made in the Ordinary Course of Business attributable to routine adjustments, negotiated discounts, or cost report adjustments, unless such adjustments would cause a breach of the County financing representations of Seller set forth in Section 3.14 hereof); (k) Obligations or refinancing any liabilities to Government Reimbursement Programs, Private Programs, and/or Governmental Authority arising from disposition, settlement, or resolution of the Children’s Hospital Association of Texas (CHAT) ▇. ▇▇▇▇ litigation and related litigation regarding Disproportionate Share Hospitals (DSH) costs and entitlements; (l) Seller’s expenses relating to this Agreement; (m) All professional liability claims, general liability claims or other claims for acts or omissions of Seller; (n) All liabilities and obligations arising out of Seller’s operation of the SNF Facilities, Auxiliary, or Foundation or, except for Assumed Liabilities, all liabilities and obligations arising out of the Hospital Operations or the use or ownership of the Purchased Assets, whether or not such Indebtedness is outstanding as of Assets by Seller prior to the ClosingEffective Time; (viio) all Liabilities Any debts, obligations, expenses or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System liabilities that are not Assumed Liabilities, other than potential adjustments to collected Accounts Receivable as provided in Section 1.04(j) above; (p) Any liabilities, debts, or obligations associated with or arising out of the Excluded Liabilities, Excluded Assets or Owned Real Estate (except as required under the Lease); and (q) Any liabilities, debts, responsibilities, or obligations of Seller under Texas Health and Safety Code Chapter 61 (the Indigent Health Care and Treatment Act).

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer shall not assume, and shall not be deemed to have assumed by anything contained Notwithstanding any provision in this Agreement or otherwiseany other writing to the contrary, any Liability of Seller and its Affiliates shall retain and be responsible for the County whatsoever following Liabilities relating to the Business (collectively, the “Excluded Liabilities”). Without limiting the generality ; provided that notwithstanding transactions contemplated hereby or any provision of this Agreement all assets and liabilities of Subsidiary shall remain assets and liabilities of the foregoingSubsidiary: (a) all Liabilities for or with respect to Taxes for which Seller or its Affiliates bear responsibility pursuant to Article 8; (b) all Liabilities of Seller and its Affiliates to pay any Indebtedness incurred on or prior to the Closing Date; (c) all accounts payable and accrued expenses of Seller and its Affiliates not related to the conduct of the Business; (d) (i) intercompany payables of the Business owed to Seller or any Affiliate of Seller other than Assumed Intercompany Payables and (ii) all liabilities arising under Contracts of the Business that are solely between Seller and its Affiliates (including Contracts between two Affiliates of Seller), other than, in the Buyer shall not assumecase of clauses (i) and (ii), ordinary course arm’s length purchase orders for goods or services and shall not be deemed Contracts regarding employment or employment benefits; (e) all Liabilities for any Selling Expenses; (f) all retention, change in control, bonus or similar awards payable to employees, agents and consultants of Seller or any of its Affiliates as a result of, in connection with or with respect to the transactions contemplated by anything this Agreement and unpaid as of the Closing Date, including any amounts payable under the retention and sale bonus agreements set forth on Schedule 2.04(f) (including the employer portion of any payroll, social security, unemployment or similar Taxes); (g) all Liabilities arising under the Excluded Plans, including any defined benefit or defined contribution pension obligation (regardless of whether such obligation is contained in this Agreement an employment agreement, collective bargaining agreement, national, industry or otherwise company agreement, works council agreement or otherwise), other than any such pension obligation that is solely governmental and, as an initial matter, was not voluntary in nature and other than the Canadian Registered Retirement Savings Plans and the Irish Benefit Plan; any non-qualified deferred compensation arrangement; and any post-retirement health and post-retirement life insurance plans (other than the Com-Net Retirement Medical Plan); (h) all Liabilities arising under the Tyco International (US) Inc. Retirement Savings and Investment Plan I, as amended and restated as of August 3, 2002, including those relating to have assumed any the special pension supplement credited as a transitional benefit on behalf of eligible Business Employees who were participants in the following Excluded Liabilities:AMP Incorporated Pension Plan; (i) all Liabilities arising under any stock option and obligations other equity-based compensation plans of the County under this AgreementSeller or its Affiliates; (j) all Liabilities with respect to Former Employees; (k) all Liabilities with respect to Business Employees (i) whose employment transfers to Buyer or an Affiliate of Buyer or to whom an offer of employment is required to be made, in each case in accordance with Applicable Law (including the Transfer Regulations) if such Business Employee was, immediately prior to the Closing Date, on long-term disability, unauthorized leave of absence or lay-off with or without recall rights or (ii) who are on short-term disability, pregnancy or parental leave or any other authorized leave of absence immediately prior to the Closing Date and do not return to active employment with Buyer or an Affiliate of Buyer within six months following the Closing Date; (l) all liabilities for or with respect to employee benefits for which Seller or its Affiliates bear responsibility as specifically contemplated under Article 9; (m) all Excluded Environmental Liabilities; (n) all Liabilities arising under, related to or in respect of the Cobham Agreement and the transactions contemplated thereby or undertaken in connection therewith, including all Liabilities arising under, related to or in respect of the business, properties and assets transferred under such agreement; (o) subject to Section 2.03(h), all Liabilities arising under, related to or in respect of the Com-Net Agreement and the transactions contemplated thereby or undertaken in connection therewith; (p) all Liabilities arising under, related to or in respect of the Autoliv Agreement and the transactions contemplated thereby or undertaken in connection therewith, including all Liabilities arising under, related to or in respect of the business, properties and assets transferred under such agreement; (q) any Liability primarily relating to or arising out of an Excluded Asset; provided that any Liability under Item 8 on Schedule 2.02(d) to the extent it relates to the personal property primarily used in the Business shall not be an Excluded Liability; (r) all Liabilities arising under, related to or in respect of any non-compliance (or alleged non-compliance) with any Applicable Laws prior to the Closing Date, but only to the extent arising out of any criminal Legal Proceeding; (s) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at Retained Business or any time before Seller Product (other than Seller Products sold to the Business) whether arising prior to, on or after the Closing Date; and; (ixt) all other Liens, Liabilities or demands of the County arising out of or relating to any business (as opposed to a product line) formerly owned or operated by the ownershipBusiness or any predecessor thereof, use but not so owned or operation operated as of the Closing Date; (u) all Liabilities related to, arising out of or with respect to the SONY Dispute, the SONY Contract or, to the extent related to the SONY Dispute or the SONY Contract, any agreement related thereto (including the breach of, performance or non-performance of, noncompliance with, or default under any provisions of the SONY Contract or, to the extent related thereto, any agreement related thereto by Seller or any of its Affiliates), or the design, construction, delivery, distribution, supply, operation, or maintenance of the land mobile radio system and network under the SONY Contract, including (i) all Liabilities arising from, related to or with respect to any letters of credit issued in connection with the SONY Contract or, to the extent related thereto, agreements related thereto, (ii) all Liabilities to third Persons, including vendors, subcontractors and employees, including General Dynamics and Alcatel, (iii) all Liabilities under Contracts (including vendor and subcontract Contracts) entered into primarily in connection with the SONY Contract, and (iv) any Legal Proceedings of any Facility kind and whether or its Wastewater Collection System not currently threatened or pending that arise out of or are not Assumed Liabilitiesrelated to any of the foregoing; and (v) all other Liabilities set forth on Schedule 2.04(v).

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer shall not assume, and shall not be deemed to have assumed by anything contained Notwithstanding any provision in this Agreement or otherwiseany other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any Liability other liability or obligation of Seller (or any predecessor of Seller or any prior owner of all or part of its businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the County whatsoever (the “"Excluded Liabilities”"). Without limiting the generality of the foregoing, Seller and the Members expressly acknowledge and agree that Seller shall retain, and Buyer shall not assume, and shall not be deemed by anything contained in this Agreement assume or otherwise be obligated to have assumed any of the following Excluded Liabilitiespay, perform, defend or discharge: (ia) all Liabilities and obligations any liability or obligation of Seller and/or the County under this AgreementMembers for Taxes, whether measured by income or otherwise; (iib) all Liabilities any liability or obligation for Taxes arising out in connection with any products or services sold, delivered or otherwise provided by or on behalf of the operation and ownership of the Purchased Assets Seller prior to the Closing; (iiic) all Liabilities any liability or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at obligation relating to employee benefits or compensation arrangements existing on or prior to the ClosingClosing Date, including any liability or obligation of Seller under or in connection with ERISA or any plan or benefit program or agreement; (ivd) all Liabilities any Environmental Liability; (e) any product liability or demands arising out of any Liability warranty pertaining to products and/or services sold, licensed, developed, manufactured or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or delivered by Seller prior to the ClosingClosing Date; (vf) all Liabilities any liability or demands arising out of any work or Contract that were obligation to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority a third party with respect to any Indebtedness of Assumed Liability to the County financing extent such liability or refinancing obligation relates to or arises from any of act or omission taking place prior to the Purchased Assets, whether or not such Indebtedness is outstanding as of the ClosingClosing Date; (viig) all Liabilities any liability or demands obligation of Seller to the Members, any Affiliate of Seller or the Members, or any Person claiming to have a right to acquire any membership interest in or other securities of Seller; (h) any liability relating to leases for fees, costs real or expenses incurred by personal property other than the County leases enumerated in Section 2.03; (i) any liability or obligation relating to an Excluded Asset; (j) any liability or obligation to provide services or products under or in connection with any Assigned Contract prior to the preparation and negotiation Closing Date (it being understood that Buyer is responsible for providing such products or services after the Closing Date in accordance with the terms of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”such Assigned Contract), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred;; or (viiik) all Liabilities any liability or demands (contingent or otherwise) obligation arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of pre-Closing time period under any Facility or its Wastewater Collection System that are not Assumed LiabilitiesAssigned Contract.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary in this Agreement, the nothing in this Agreement shall be construed to impose on Buyer, and Buyer shall not assumeassume or be obligated to pay, perform or otherwise discharge the following liabilities or obligations (the "Excluded Liabilities"): (a) Any liabilities or obligations of Seller in respect of any Excluded Assets or other assets of Seller which are not Purchased Assets; (b) Any liabilities or obligations in respect of Taxes attributable to the ownership, operation or use of Purchased Assets for taxable periods, or portions thereof, ending before the Closing Date, except for Taxes for which Buyer is liable pursuant to Sections 3.5 or 6.8(a) hereof; (c) Any liabilities or obligations of Seller accruing under any of Seller's Agreements prior to the Closing Date; (d) All liabilities or obligations of Seller arising under or relating to Nuclear Laws or relating to any claim by third parties based on common law, in either case arising as a result of the off-Site disposal, treatment, storage, transportation or recycling of Low Level Waste prior to the Closing Date, including any and shall not be deemed all asserted or unasserted liabilities or obligations to third parties (including employees) for property damage, personal injury or tort, or similar causes of action arising with respect thereto; (e) Any fines, penalties or costs imposed by a Governmental Authority with respect to the Purchased Assets resulting from (i) an investigation, proceeding, request for information or inspection before or by a Governmental Authority relating to actions or omissions of Seller prior to the Closing Date, except for liabilities and obligations which have been assumed by anything contained Buyer under Section 2.3(b), or (ii) criminal acts, willful misconduct or gross negligence of Seller; (f) Any payment obligations of Seller for goods delivered or services rendered prior to the Closing Date, including, without limitation, rental or lease payments pursuant to the Real Property Agreements and any leases relating to Tangible Personal Property; (g) Any liability, obligation or responsibility under or related to Environmental Laws or the common law, whether such liability, obligation or responsibility is known or unknown, contingent or accrued (whether or not arising or made manifest before the Closing Date or on or after the Closing Date), arising as a result of, in this Agreement connection with or otherwiseallegedly caused by, the off-Site disposal, treatment, storage, transportation or recycling of Hazardous Substances (including any discharge or Release in connection therewith) prior to the Closing Date in connection with the ownership or operation of the Purchased Assets; (h) Except to the extent caused by Buyer or any of its Affiliates, any Liability of liabilities, obligations or responsibilities to the County whatsoever extent relating to (i) the “Excluded Liabilities”). Without limiting property, equipment or machinery within the generality of switchyard for which Seller will retain an Easement, (ii) the foregoingtransmission lines delineated in the Easements, or (iii) Seller's operations on, or usage of, the Buyer shall not assumeEasements, including, without limitation, liabilities, obligations or responsibilities arising as a result of or in connection with (A) any violation or alleged violation of Environmental Law and shall not be deemed by anything contained in this Agreement (B) loss of life, injury to persons or otherwise property or damage to have assumed any of the following Excluded Liabilities:natural resources; (i) all Liabilities and Except as provided in Section 2.3(h), any liabilities or obligations relating to personal injury or tort, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action filed with or pending before any court or administrative agency on the County under this AgreementClosing Date with respect to the Purchased Assets or the Transferred Employees or where the material facts of such claim or cause of action occurred prior to the Closing Date; (iij) all Liabilities Except as provided in Section 2.3(b) or 2.3(i) any asserted or unasserted liabilities or obligations to third parties (including employees) for personal injury or tort, or similar causes of action arising out of the ownership or operation and ownership of the Purchased Assets prior to the ClosingClosing Date; (iiik) all Liabilities Subject to Section 6.10, any liabilities or demands for obligations relating to any Taxes Benefit Plan maintained by Seller, or any employee benefit plan as defined in respect Section 3(3) of the Purchased Assets that are due ERISA and payable for periods at maintained by any trade or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand business (whether or not assertedincorporated) which is or ever has been under common control, or which is or ever has been treated as a single employer, with Seller under Section 414 (b) , (c) , (m) or threatened (o) of the Code ("ERISA Affiliate") or pending Litigation relating to which Seller or any ERISA Affiliate contributed (the Purchased Assets for "ERISA Affiliate Plans"), including any period ending multi-employer plan contributed to at any time by Seller or prior any ERISA Affiliate, or any multi-employer plan to the Closing; (v) all Liabilities which Seller or demands arising out of any work ERISA Affiliate is or Contract that were was obligated at any time to be performed by the County at or prior to the Closingcontribute, including, without limitation, any warranty claims relating thereto; such liability (vii) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to benefits payable under any Indebtedness outstanding as of the ClosingBenefit Plans, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities (ii) relating to any arbitrage rebate liabilitythe PBGC under Title IV of ERISA, audit(iii) relating to a multi-employer plan, examination or other enforcement action by (iv) with respect to noncompliance with the Internal Revenue Service or other Governmental Authority notice and benefit continuation requirements of COBRA, (v) with respect to any Indebtedness noncompliance with ERISA or any other applicable laws, or (vi) with respect to any suit, proceeding or claim which is brought against Buyer, any Benefit Plan, ERISA Affiliate Plan, or any fiduciary or former fiduciary of any such Benefit Plan or ERISA Affiliate Plan and the basis of which is related to actions of Seller or its ERISA Affiliates or which is otherwise related to the ownership or operation of the County financing Purchased Assets prior to the Closing Date; (l) Subject to Section 6.10 and Section 2.3(h), any liabilities or refinancing obligations relating to the employment or termination of employment, including discrimination, wrongful discharge, unfair labor practices, or constructive termination by Seller of any individual, attributable to any actions or inactions by Seller prior to the Closing Date other than such actions or inactions taken at the written request or with the written consent of Buyer; (m) Subject to Section 6.10, any obligations for wages, overtime, employment Taxes, severance pay, transition payments in respect of compensation or similar benefits or similar claims or causes of action arising or related to facts or performance occurring prior to the Closing Date under any term or provision of any contract, plan, instrument or agreement relating to any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (viin) all Liabilities Any liability of Seller arising out of a breach by Seller or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation any of its Affiliates of any of its obligations under this Agreement and or the consummation Ancillary Agreements; (o) Any obligation of Seller to indemnify a Buyer Indemnitee under this Agreement; (p) Any liabilities relating to the transactions contemplated hereby following bonds (collectively, “Transaction Expenses”the "Pollution Control Bonds") and any agreements relating thereto: (i) $84,710,000 aggregate principal amount of Illinois Development Finance Authority 7 3/8% Pollution Control Refunding Revenue Bonds, 1991 Series A (Illinois Power Company Project), including without limitation(ii) $84,150,000 aggregate principal amount of Illinois Development Finance Authority 7.40% Pollution Control Refunding Revenue Bonds, attorneys’1994 Series B (Illinois Power Company Project), accountants’ and consultants’ fees(iii) $51,770,000 aggregate principal amount of Illinois Development Finance Authority Adjustable Rate Pollution Control Revenue Refunding Bonds, finder’s fees1993 Series A (Illinois Power Company Project), costs and expenses(iv) $30,000,000 aggregate principal amount of Illinois Development Finance Authority Adjustable Rate Pollution Control Revenue Refunding Bonds, regardless 1993 Series B (Illinois Power Company Project), (v) $30,000,000 aggregate principal amount of when incurred; Illinois Development Finance Authority Adjustable Rate Pollution Control Revenue Refunding Bonds, 1993 Series C (Illinois Power Company Project), (vi) $70,000,000 aggregate principal amount of Illinois Development Finance Authority Adjustable Rate Pollution Control Revenue Refunding Bonds, 1997 Series A (Illinois Power Company Project), (vii) $45,000,000 aggregate principal amount of Illinois Development Finance Authority Adjustable Rate Pollution Control Revenue Refunding Bonds, 1997 Series B (Illinois Power Company Project), (viii) all Liabilities $35,000,000 aggregate principal amount of Illinois Development Finance Authority Adjustable Rate Pollution Control Revenue Refunding Bonds, 1997 Series C (Illinois Power Company Project), (ix) $18,700,000 aggregate principal amount of Illinois Development Finance Authority 5.40% Pollution Control Revenue Refunding Bonds, 1998 Series A (Illinois Power Company Project), (x) $33,755,000 aggregate principal amount of Illinois Development Finance Authority 5.40% Pollution Control Revenue Refunding Bonds, 1998 Series B (Illinois Power Company Project), (xi) $25,000,000 aggregate principal amount of Illinois Development Finance Authority Pollution Control Revenue Bonds, 1987 Series B (Illinois Power Company Project) (Adjustable Convertible Exchange Securities), (xii) $25,000,000 aggregate principal amount of Illinois Development Finance Authority Pollution Control Revenue Bonds, 1987 Series C (Illinois Power Company Project) (Adjustable Convertible Exchange Securities), (xiii) $25,000,000 aggregate principal amount of Illinois Development Finance Authority Pollution Control Revenue Bonds, 1987 Series D (Illinois Power Company Project) (Adjustable Convertible Exchange Securities) and (xiv) $35,615,000 aggregate principal amount of Illinois Development Finance Authority 5.70% Pollution Control Refunding Revenue Bonds, 1994 Series A (Illinois Power Company Project); 172 (q) Any Environmental Claim related to or demands (contingent any other liability, obligation or otherwise) arising out of responsibility attributable to any Environmental Laws relating to contamination events Condition at the Construction Waste Landfill, including any Remediation required by an order of a Governmental Authority under Environmental Law; provided, however that Seller shall not have any liability, obligation or responsibility with respect to the Purchased Assets Construction Waste Landfill to the extent arising from or attributable to the acts of Buyer or its employees, agents or contractors after the Closing Date, other than for acts required by an order of a Governmental Authority under Environmental Law; (r) Subject to Section 6.17, any Remediation work identified on Schedule 6.17; (s) All liabilities or obligations for (i) any insurance premiums (including deferred premiums or retrospective premium adjustments) under the Nuclear Insurance Policies, and (ii) any retrospective premium adjustments under the Price-Anderson Act's secondary layer of financial protection, in eith▇▇ ▇▇▇▇ ▇▇▇▇▇▇g from events occurring at any time before prior to the Closing Date; and (ixt) all Any other Liens, Liabilities liability or demands obligation of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are Seller not Assumed Liabilitiesspecifically assumed hereunder.

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer shall not assume, and shall not be deemed to have assumed by anything contained in this Agreement or otherwise, any Liability of the County whatsoever (the “Excluded Liabilities”). Without limiting the generality of the foregoingSection 2.2(a) hereof, the Buyer Purchaser shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed assume any of the following liabilities of the Seller (collectively, the "Excluded Liabilities:"): (i) all Liabilities liabilities and obligations of the County Seller for any and all Taxes relating to the Business or the Purchased Assets that relate in any manner to, or first arose during, all times prior to the Closing Date, except as provided under Section 2.2(a)(iii) above and Section 6.8 below; (ii) except to the extent assumed by Purchaser under Section 2.2(a)(i) above, all claims, demands, liabilities or obligations of any nature whatsoever with respect to the Business or any of the Purchased Assets, which are based upon or relate to events or conditions existing on or before the Closing Date, or which are based upon any products sold or services performed prior to the Closing, notwithstanding that the date on which the claim, demand, liability or obligation arose or became manifest was on a date which was on or after the Closing Date; (iii) all liabilities of the Seller pursuant to Section 11.2 of this Agreement; (iiiv) all Liabilities arising out liabilities, claims or other obligations of the operation and ownership Seller for any of the Purchased Assets following: workers' compensation; payments on behalf of employees of Seller under any Benefit Plans; insurance; holiday, regular and severance pay with respect to all employees of the Seller, whether or not such employees become employees of the Purchaser after the Closing (provided, however, that Purchaser shall be responsible for all such liabilities, claims and obligations for Continuing Employees with respect to employment after the Closing); (v) any obligation to provide vacation, sick or personal days to any employee of Seller other than a Continuing Employee with respect to employment prior to the Closing; (iiivi) all Liabilities any debt liability or demands for any Taxes in respect other obligation of the Purchased Assets that are due and payable for periods at or prior to Seller incurred after the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the ClosingClosing Date; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation Accounts Payable of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurredSeller; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to whatsoever nature under the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed LiabilitiesPersonal Property Leases.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary in this Agreement, the Buyer shall not neither Oscient nor any of Oscient’s Affiliates will assume, and shall not be deemed to have assumed by anything contained in this Agreement or otherwisenor will they become responsible for, any Liability of the County whatsoever set forth hereafter (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities:): (ia) all Liabilities of Reliant and obligations of the County Reliant’s Affiliates arising under this Agreement; (ii) all Liabilities arising out of , the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities Other Agreements or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurredor thereby; (viiib) all Liabilities or demands required to be performed by Reliant under the Assigned Contracts and Orders prior to the Closing Date and any Liability for Reliant’s failure to so perform such Liabilities; (contingent or otherwisec) all Liabilities of Reliant under the Packaging Agreement not assumed by Oscient pursuant to the Packaging Agreement Assignment; (d) all Liabilities of Reliant required to be performed by Reliant under the Settlement to the extent not assigned to Oscient; (e) all Liabilities of Reliant required to be performed by Reliant under the Ethypharm Agreement to the extent not transferred to Oscient pursuant to Section 2.3(c); (f) all Losses arising out of claims of third parties due to the marketing, promotion, use or sale of any Environmental Laws Product (whether or not defective) sold prior to the Closing Date by Reliant and all Losses arising out of claims of third parties due to or relating to contamination events with respect any voluntary or involuntary recall of the Product sold prior to the Purchased Assets occurring at Closing Date by Reliant; (g) all of Reliant Prorated Liabilities; (h) subject to Section 2.3 and Section 7.9, all rebates claimed or accrued by or under any time before Rebate Programs and Chargebacks received for Product prior to the Closing Date; and (ixi) subject to Section 2.3 and Section 7.7, all other Liensobligations for replacements of, Liabilities or demands of the County arising out of refunds for Product distributed or relating sold by Reliant prior to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed LiabilitiesClosing Date.

Excluded Liabilities. Except for The Purchaser shall not assume or agree to pay, satisfy, perform or otherwise discharge any claims, liabilities, indebtedness, obligations or expenses other than the Assumed Liabilities, the Buyer shall not assume, and shall not be deemed to have assumed by anything contained in this Agreement or otherwise, any Liability of the County whatsoever Liabilities (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall Purchaser does not assumeassume or agree to pay, and shall not be deemed by anything contained in this Agreement satisfy, perform or otherwise to have assumed discharge any of the following Excluded Liabilitiesclaims, liabilities, indebtedness, obligations or expenses and the Purchaser shall have no liability for or obligation in respect of: (ia) all Liabilities the Sellers’ professional fees and obligations expenses for its advisers, including without limitation, advisers retained pursuant to an order of the County Bankruptcy Court except to the extent otherwise provided for in this Agreement; (b) obligations, liabilities or amounts payable to any security holder of any Seller; (c) general unsecured claims or any other liability not expressly assumed under this Agreement; (iid) all Liabilities arising out liabilities of the operation Sellers for Taxes relating or attributable to taxable periods ending on or before the Closing Date (“Pre-Closing Periods”) and, with respect to any period that begins on or before and ownership that ends after the Closing Date (a “Straddle Period”), the portion of such Straddle Period deemed to end on and include the Purchased Assets Closing Date; (e) any environmental liabilities of Sellers, including without limitation, any liabilities involving: (i) any violation of or alleged violation, or non-compliance with, Environmental Laws or permits, licenses or authorizations issued pursuant to applicable Environmental Laws prior to the ClosingClosing Date, with respect to the ownership, lease, maintenance, construction, modification or operation of the Acquired Assets, except where, as a result of the transfer of a permit to Purchaser, Purchaser is obligated to assume such liabilities as a condition of said transfer as a matter of applicable Environmental Law; (ii) loss of life, injury to persons or property, natural resource damages, or investigation or remediation obligations, arising from the discharge or release of Hazardous Substances prior to the Closing Date, at or migrating or emitted or discharged from the Acquired Assets or from the properties at which the Acquired Assets are located; provided, that this exclusion shall not apply to any investigation or remediation that may be required after the Closing Date in connection with the sale of the assets owned by Lafayette Energy Partners, L.P. if the current transaction triggers an obligation to comply with ISRA; (iii) all Liabilities loss of life, injury to persons or demands property, natural resource damages, or investigation or remediation obligations, arising from the storage, transportation, treatment, disposal, discharge recycling or release, at any off-site location, or arising from the arrangement for any Taxes in respect of the Purchased Assets that are due and payable for periods at or such activities, prior to the ClosingClosing Date, of Hazardous Substances generated in connection with the ownership or operation of the Acquired Assets; (iv) all Liabilities or demands without limiting the foregoing, any liabilities arising out from the allegation by the State of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to Illinois asserting that Upper Rock Energy Partners LLC violated applicable Environmental Law by installing a generating unit at the Purchased Assets for any period ending at or prior to the Closing;Upper Rock County Landfill without a permit; and (v) all Liabilities or demands arising out of any work or Contract that were to be performed by without limiting the County at or prior to the Closing, including, without limitationforegoing, any warranty claims relating theretofines, penalties or other costs that may be imposed due to any failure (whether by Sellers or predecessor owners or operators) to comply with ISRA with respect to prior transactions involving the assets currently owned by Lafayette Energy Partners, L.P.; (vif) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees liability relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities Section 29 tax credit indemnification obligations; (g) any liability relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing DateExcluded Asset; and (ixh) all other Liens, Liabilities any liability listed or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilitiesdescribed on Schedule 1.5.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilities, the Buyer shall not assume, and shall not be deemed to have assumed by anything contrary contained in this Agreement or otherwisein any Transaction Document, and regardless of whether such liability is disclosed in this Agreement, in any of the Transaction Documents or on any Schedule or Exhibit hereto or thereto, the New LP will not assume, agree to pay, perform and discharge or in any way be responsible for any debts, liabilities or obligations of the Business, the Selling Parties or any of their respective Affiliates of any kind or nature whatsoever, arising out of, relating to, resulting from, or caused by any transaction, status, event, condition, occurrence or situation relating to, arising out of or in connection with the Business, the Assets or the Selling Parties, arising or occurring on or prior to the Closing Date, including, without limitation, any Liability of liabilities or obligations relating to or arising from the County whatsoever Excluded Assets (the “Excluded Liabilities”). Without limiting the generality of Notwithstanding the foregoing, the Buyer shall not assumeClearview will contribute into New LP, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities: New LP will assume and thereafter pay and fully satisfy when due, all liabilities and obligations: (ia) all Liabilities and obligations of the County under this Agreement; (ii) all Liabilities arising out of the operation and ownership of the Purchased Assets which arose prior to the Closing; (iii) all Liabilities or demands for any Taxes New LP Asset Transfer and represent normal and current trade payables incurred by Clearview in respect connection with the operation of the Purchased Assets that Business in the ordinary course of business, consistent with past custom and practice, and are due specifically set forth on Schedule 1.4(a) (“Accounts Payable”); (b) the other accrued liabilities of Clearview (including, but not limited to, the personal property or real estate taxes, associated with the Real Property Lease for the Facility for the period from January 1, 2006 through the date of Closing), all of which have been incurred in the ordinary course of business, consistent with past custom and payable for periods at or prior to the Closing; practice (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, accrued but unpaid paid time off for the Continuing Employees), which do not collectively exceed, together with the aggregate amount of the Accounts Payable, One Hundred Thousand and No/Dollars ($100,000) (“Accrued Liabilities”); and (c) first arising after the New LP Asset Transfer under any warranty claims relating thereto; Assumed Contract (vi) all Liabilities or demands, including, without limitation, except for any interest, penalties, late charges, prepayment charges liability or termination fees relating obligation arising from any breach or failure to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing perform under any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating foregoing prior to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and ) (ix) all other Lienssuch liabilities and obligations to be so contributed into, Liabilities or demands of and assumed by, the County arising out of or relating New LP being collectively referred to herein as the ownership, use or operation of any Facility or its Wastewater Collection System that are not “New LP Assumed Liabilities”).

Excluded Liabilities. Except Notwithstanding the provisions of Section 2.3 or any other provision of this Agreement, any Exhibit hereto, the Seller Disclosure Letter or any Ancillary Agreement to the contrary, and regardless of any disclosure to the Buyer, except for the Assumed Liabilities, the Buyer shall not assumeassume or be obligated to pay, perform or otherwise discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any and all liabilities or obligations of the Seller and its Affiliates of any kind, character or description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, and shall not be deemed to have assumed by anything contained in this Agreement currently existing or otherwise, any Liability of the County whatsoever hereinafter arising (the “Excluded Liabilities”). Without limiting , including the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilitiesfollowing: (a) (i) all Liabilities Taxes arising before or after the Closing, to which Seller or any of its Affiliates is subject, directly or indirectly and obligations of (ii) Taxes attributable to the County under this AgreementBusiness or the Purchased Assets for any Pre-Closing Tax Period; (iib) all Liabilities any liability pursuant to any Environmental Law arising out from or related to any action, event, circumstance or condition occurring or existing on or prior the Closing Date; (c) any liability not expressly assumed by the Buyer pursuant to Section 5.7 arising in respect of or relating to Business Employees, any other current or former employees of the operation Seller or any Employee Plan, including any accrued bonuses for the Transferring Employees for calendar year 2018 to the extent not reflected in the Closing Balance Sheet and ownership any and all liabilities in respect of or relating to Business Employees or other employees of the Seller that are not Transferring Employees; (d) any liabilities related to the Owned Real Property and Leased Real Property, whether arising prior to, on or after the Closing Date; (e) any Indebtedness other than as set forth in Section 2.3(b); (f) any liability arising from or related to any breach, failure to perform, torts related to the performance of, violations of Law, infringements or indemnities under, guaranties pursuant to and overcharges or underpayments under, any Assumed Contract prior to the Closing Date (or an event that, with notice or lapse of time or both, would become the same) or which arises from facts, circumstances, events, conditions or actions that occurred or existed on or prior to the Closing (collectively, “Pre-Closing Contract Liabilities”); (g) any liability arising from or related to any compliance or noncompliance on or prior to the Closing Date with any Law applicable to the Seller, any of its Affiliates, the Business or the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets which arises from facts, circumstances, events, conditions or actions that are due and payable for periods at occurred or existed on or prior to the Closing; (ivh) all Liabilities any liability arising from or demands arising out related to any Action against the Seller, any of any Liability its Affiliates, the Business or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for pending as of the Closing Date or based upon any period ending at action, event, circumstance, condition or action arising or that occurred or existed as of or prior to the ClosingClosing Date; (vi) all Liabilities any liability arising from or demands related to any Action with respect to any Excluded Assets, whether arising out prior to, on or after the Closing Date; (j) any Transaction Expenses; (k) any liabilities or obligations of any work the Seller arising or Contract that were to be performed by incurred in connection with the County at or prior to negotiation, preparation, investigation and performance of this Agreement, the ClosingAncillary Agreements, the Accessories Supply Agreement, the Generator Supply Agreement, the Retained IP License Agreement and the transactions contemplated hereby and thereby, including, without limitation, any warranty claims relating theretofees and expenses of counsel, accountants, consultants, advisers and others; (vil) all Liabilities any liability of the Seller or demandsits Affiliates for warranty claims for Products manufactured or sold prior to the Closing Date; (m) any liability to indemnify, including, without limitation, for any interest, penalties, late charges, prepayment charges reimburse or termination fees relating advance amounts to any Indebtedness outstanding as present or former Representative of the Closing, Seller or Taxes resulting from cancellation any of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority its Affiliates (including with respect to any Indebtedness breach of fiduciary obligations by any such party); (n) all accounts payable or other accrued and unpaid current expenses arising out of or relating to the operation or conduct of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is Business outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ixo) all any liability or obligation relating to an Excluded Asset, the Retained Business or any other Liens, Liabilities or demands business of the County arising out of or relating to the ownership, use or operation of any Facility Seller or its Wastewater Collection System that are not Assumed LiabilitiesAffiliates other than the Business, whether arising prior to or after the Closing Date.

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer shall not assume, and shall not be deemed to have assumed by anything contained Notwithstanding any provision in this Agreement or otherwiseany other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any Liability other liability or obligation of the County whatsoever Seller (or any predecessor owner of all or part of its business and assets) of whatever nature whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by Seller will pay all such Excluded Liabilities as they become due. Notwithstanding anything contained to the contrary in this Agreement or otherwise to have assumed any Section 2.04, none of the following Excluded Liabilitiesshall be Assumed Liabilities for the purposes of this Agreement: (ia) all Liabilities and obligations Any liability or obligation for Tax arising from or with respect to the Purchased Assets or the operations of the County under this AgreementBusiness which is incurred in or attributable to the Pre-Closing Tax Period; (iib) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities Any liability or demands obligation for any Taxes in respect of the Purchased Assets that are due and accounts payable for periods at or other accruals arising on or prior to the ClosingClosing Date; (ivc) all Liabilities Any liability or demands obligation under the Contracts that arises after the Closing Date but that arises out of or relates to any default, breach, violation or failure to perform or comply with the terms thereof that occurred on or before the Closing Date; (d) Any liability or obligation under any Contract listed on Schedule 2.04(c) (the “Excluded Contracts”) whether arising before or after the Closing Date; (e) Any liability or obligation, including warranty obligations, arising out of or related to any Liability products or demand services, manufactured, distributed or sold in connection with the Business (whether or not assertedincluding by any predecessor of Seller) or threatened or pending Litigation relating to the Purchased Assets for any period ending at on or prior to the ClosingClosing Date; (vf) Any liability or obligation relating to employees of, or independent contractors or consultants to, the Business for all Liabilities or demands arising out of any work or Contract that were to be performed by the County at periods ending on or prior to the ClosingClosing Date, including, without limitation, workers’ compensation claims, disability and occupational diseases in each case without regard to whether such injuries, claims, conditions, events and occurrences are known or otherwise manifest on or prior to the Closing Date and any warranty claims relating thereto; bonuses (vi) all Liabilities or demands, including, without limitation, for a pro rata portion of any interest, penalties, late charges, prepayment charges or termination fees relating bonus paid by Buyer to any Indebtedness outstanding as Transferred Employee in respect of any period, a portion of which includes the Closingperiod on or prior to the Closing Date), vacation pay, or Taxes resulting from cancellation of severance or retention obligations to such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assetsemployees, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation accrued on Seller’s books and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Daterecords; and (ixg) all other Liens, Liabilities Any liability or demands of the County arising out of or obligation relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilitiesan Excluded Asset.

Excluded Liabilities. Except for the Assumed ReShape IGB Liabilities, the Buyer Apollo shall not assume, and shall not be deemed to have assumed by anything contained in this Agreement or otherwiseno liability for, any Liability Liabilities of ReShape or any ReShape Affiliate of any kind, character or description, it being understood that Apollo is expressly disclaiming any express or implied assumption of any Liabilities other than the County whatsoever (the “Excluded Liabilities”). Without limiting the generality of the foregoingAssumed ReShape IGB Liabilities including, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities: (i) all Liabilities and obligations of the County under this Agreement; (ii) without limitation all Liabilities arising out of, resulting from or relating to (collectively, the “Excluded ReShape Liabilities”): (a) any and all Claims, regardless of when such Claim was first commenced or made, that arose out of, relates to or results from the development, nonclinical and clinical testing, commercialization, manufacture, storage, packaging, import, marketing, labeling, pricing, distribution, sale or use of the operation and ownership ReShape IGB Product or any of the Purchased Assets ReShape IGB Assets, in each case, prior to the Closing, including all such Claims relating to warranty obligations, marketing programs, patient incentive programs and alleged intellectual property infringement; (b) any and all products liability Claims that arose out of, relates to or results from any ReShape IGB Product sold prior to the Closing (including Claims alleging defects in such ReShape IGB Product and Claims involving the death of or injury to any individual relating to such ReShape IGB Product); (c) any recalls (including after the Closing) mandated by any Governmental Body with respect to any ReShape IGB Products manufactured or sold prior to the Closing; (iiid) any and all Liabilities Claims for ReShape IGB Products manufactured prior to the Closing, including but not limited to product liability and infringement of Intellectual Property whether or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or not sold prior to the Closing; (ive) all Liabilities any of the Excluded ReShape Assets; (f) Taxes (other than Transfer Taxes, which shall be governed solely by Section 2.8) (i) in respect of or demands arising out imposed upon ReShape or any of its Affiliates for any Liability taxable period, or demand (whether or not assertedii) or threatened or pending Litigation relating imposed with respect to the Purchased ReShape IGB Assets or the ReShape IGB Business for any taxable period (or portion thereof) ending at on or prior to the ClosingClosing Date; (vg) all Liabilities or demands arising out of any work or Contract, other than a ReShape IGB Business Contract that were to be performed by the County at or prior and subject to the Closinglimitations set forth in Section 2.3, including, without limitation, to which Apollo or any warranty claims relating theretoof its Affiliates is a party or by which any of its properties or assets are otherwise bound; (vih) all Liabilities any current or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges former employee or termination fees relating to any Indebtedness outstanding as contractor of the ClosingReShape, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closingits Affiliates; (viii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”)ReShape Accounts Payable, including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating unpaid accounts payable related to contamination events with respect to the Purchased Assets occurring at any time before the Closing DateReShape IGB Inventory; and (ixj) all other Liens, Liabilities or demands set forth on Part 2.4 of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed LiabilitiesReShape Disclosure Schedule.

Excluded Liabilities. Except for Notwithstanding anything herein to the Assumed Liabilitiescontrary, the Buyer shall Purchaser does not assume, hereby and shall not be deemed assume or in any way undertake to have assumed by anything contained in this Agreement pay, perform, satisfy or otherwise, discharge any other Liability of Seller or any Affiliate of Seller whether existing on, before or after the County whatsoever Closing Date, all of which Liabilities shall be retained by Seller (the “Excluded Liabilities”). Without limiting the generality of the foregoingcollectively, the Buyer shall not assume"EXCLUDED LIABILITIES"), and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of including the following Excluded Liabilitiesfollowing: (ia) all Liabilities Taxes of any and obligations of all Seller Entities or which relate to the County under this AgreementExcluded Assets; (iib) all Taxes which relate to the Business or the Assets and which have accrued on or before the Closing Date; (c) any and all Liabilities relating to, arising out of or incurred in performance, or lack of performance, by any Seller Entity before the operation Closing under any Contract, Permit, and/or Guarantee; (d) any and ownership all Liabilities (other than the Liabilities assumed by Purchaser pursuant to SECTIONS 2.3(A) and (B)) with respect to the employment by any Seller Entity of its respective Employees, or its engagement of its professional work force as independent contractors, and salaries, payroll taxes, withholding taxes, workers' compensation and unemployment compensation, and contributions or payments to be made in respect of service during periods through the termination of employment and thereafter under any employee pension benefit plan (as defined in Section 3(2) of ERISA) or other employee benefit plan maintained for any Business Personnel, and any and all liabilities that may arise by virtue of the Purchased Assets transaction contemplated herein being deemed an actual or constructive termination of any Employee or change of control under any agreement between Seller, GBS or Healthcare Sub and any Employee, including, without limitation, the agreements set forth on Schedule 2.4(d),or applicable Law; (e) any and all Liabilities with respect to the products and services produced or provided by any Seller Entity prior to the ClosingClosing Date arising out of injury, death or damage, including any such liabilities for failure to warn or breach of express or implied warranties, including warranties of merchantability or fitness for any purpose or use, or the obligation to perform warranty or follow-up services relative to services performed or solutions provided by any Seller Entity prior to the Closing Date; (iiif) any and all Liabilities or demands for of any Taxes Seller Entity in respect of the Purchased Assets that are due and payable for periods (i) lawsuits, claims, administrative or other proceedings, governmental or other investigations pending or threatened by or against any Seller Entity arising out of events occurring at or prior to the Closing; and (ii) any litigation matters or claims described on SCHEDULE 5.12, SCHEDULE 5.14(B) or SCHEDULE 5.15(A); (ivg) any other Liability of any Seller Entity, except those specifically assumed pursuant to SECTION 2.3, regardless of when a claim thereto may be asserted (whether known or unknown, accrued, absolute, contingent or otherwise); (h) any and all Liabilities of any of the Excluded Subs; and (i) any other Liability that is otherwise attributable to or demands arising out of the ownership or operation of any Liability Assets or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or Business prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior . Except as and to the Closingextent otherwise expressly provided in this Agreement, includingPurchaser has not agreed to pay, without limitation, will not be required to assume and will not have any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority obligation with respect to any Indebtedness liability or obligation, direct or indirect, absolute or contingent, of the County financing any Seller Entity or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expensesother Person, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilitiesasserted.

Excluded Liabilities. Except for the Assumed Liabilitiesas provided in Section 1.3 hereof, the Buyer shall not assume, and shall not be deemed to have assumed by anything contained nor in this Agreement any way become liable for, any liabilities or obligations of Seller or of the Business, of any kind or nature, whether accrued, absolute, contingent or otherwise, any Liability of the County whatsoever (the “Excluded Liabilities”)or whether due or to become due, whether known or unknown. Without Specifically, but without limiting the generality of the foregoing, the Buyer shall not assumeassume or be liable for the following debts, liabilities and shall not be deemed by anything contained obligations (the "Excluded Liabilities"): (a) Any liability of the Business relating to its accounts payable (other than bonuses which are addressed below) accrued prior to the Closing Date; (b) To the extent accrued or relating to claims occurring prior to the Closing Date and as more specifically provided for in this Agreement Section 6.1 any wages, vacation and other fringe benefits and all costs and benefits provided under any pension, profit sharing, savings, retirement, health, medical, life, disability, dental, deferred compensation, stock option, bonus, except as provided in (h) below, incentive, severance pay, group insurance or otherwise other similar employee plans or arrangements, or under any policies, handbooks, or custom or practice, or any employment arrangements, whether express or implied, applicable to have assumed any of the following Excluded Liabilities: (i) all Liabilities and obligations employees of the County under this AgreementBusiness (the "Employee Plans"); (iic) all Liabilities As relating to any Purchased Asset, any liability or obligation of Seller arising out of unlawful violation or infringement of any intellectual property right, or breach of confidentiality of patient data, of any person or entity occurring on or prior to the operation and Closing Date (excluding, however, any liability or obligation arising out of any claim by the Center for Disease Control ("CDC"), physicians who have provided data ("Physicians"), or patients whose data is in the HIV Insight Database ("Patients") regarding ownership of the Purchased Assets HIV Insight Database or any data included therein which liability and obligation shall be assumed by the Buyer); (d) Any liability relating to any tax which may be imposed on Seller or assessable with respect to the Business for periods prior to the Closing; (iiie) all Liabilities Any other liability or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closingobligation identified as excluded on Schedule 1.4; (ivf) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, Any costs and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the Seller incident to its negotiation and preparation and negotiation of this Agreement and its performance and compliance with the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ agreements and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurredconditions contained herein; (viiig) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws Any liabilities relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing DateExcluded Assets; and (ixh) all other Liens, Liabilities or demands for the bonus payable to Dian▇ ▇▇▇▇▇▇▇ upon consummation of the County arising out sale hereunder in excess of or relating $35,000 in the aggregate (i.e., Buyer shall assume up to the ownership, use or operation $35,000 of any Facility or its Wastewater Collection System that are not Assumed Liabilitiessuch bonus).

Excluded Liabilities. Except for Notwithstanding the Assumed Liabilitiesprovisions of Section 2.01 or any other provision in this Agreement to the contrary, the Buyer Recruiter and Newco shall not assume, assume and shall not be deemed responsible to have assumed by anything contained in this Agreement pay, perform or otherwisedischarge any Liabilities of Onewire or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (collectively, any Liability of the County whatsoever (the “Excluded Liabilities”). Onewire shall, and shall cause each of its Affiliates to, timely pay and satisfy all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Buyer Excluded Liabilities shall not assumeinclude, and shall but not be deemed by anything contained in this Agreement or otherwise to have assumed any of limited to, the following Excluded Liabilitiesfollowing: (ia) all any Transaction Expenses or other Liabilities of Onewire or its Affiliates arising or incurred in connection with the negotiation, preparation, investigation and obligations performance of the County under this Agreement; (ii) all Liabilities arising out of , the operation other Transaction Documents and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities underlying transactions contemplated hereby or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closingthereby, including, without limitation, any warranty claims relating theretoTransaction Expenses and the fees and expenses of counsel, accountants, consultants and advisers to Onewire and/or its Affiliates; (vib) any Liabilities relating to or arising out of the Excluded Assets; (c) any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the ownership or operation of the Business or the Purchased Assets on or before the Closing Date; (d) all other Liabilities and obligations arising out of, relating to or demandsotherwise in respect of Onewire’s ownership or operation of the Business and the Purchased Assets on or before the Closing Date (other than Current Liabilities included in the calculation of Closing Working Capital); and (e) any Liabilities for (i) Taxes relating to the Business, including, without limitation, the Purchased Assets or the Assumed Liabilities for any interesttaxable period ending on or prior to the Closing Date and (ii) any other Taxes of Onewire or its Affiliates (other than Taxes specifically allocated to Newco hereunder) for any taxable period; (f) except as specifically set forth herein, penaltiesany Liabilities of Onewire and its Affiliates relating to or arising out of (i) the employment, late charges, prepayment charges or termination fees relating to of employment, of any Indebtedness outstanding as employee of the ClosingBusiness prior to the Closing Date, (ii) workers’ compensation claims of any employee of the Business which relate to events occurring prior to the Closing Date; and (iii) all Benefit Plans of Onewire or Taxes resulting from cancellation of such Indebtedness, and its Affiliates; (g) all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or Contracts that are not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing DateAssigned Contracts; and (ixh) all any other Liens, Liabilities or demands of the County arising out of or not relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed LiabilitiesPurchased Assets.

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer Sellers shall not assumetransfer and shall retain and remain solely liable for, and the Purchasers shall not assume or otherwise be deemed obligated to have assumed by anything contained in this Agreement pay, perform or otherwisedischarge, any Liability liabilities, obligations, debts or claims, whatsoever of any kind, whether asserted before or after the County whatsoever (the “Excluded Liabilities”). Without limiting the generality of the foregoingClosing Date, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise including without limitation those that relate to have assumed any of the following Excluded Liabilities: (i) all Liabilities and obligations the conduct of the County under this Agreement; Sellers occurring before or after the Closing Date or (ii) all Liabilities arising out the ownership and operation of the operation and ownership Neova Business or the ownership, development or distribution of the Purchased Assets prior to the Closing; Closing Date (iiiincluding warranties); (iv) all Liabilities any claims by the DS Healthcare Group, Inc pertaining to the terminated Agreement and Plan of Merger and Reorganization by and among DS Healthcare Group, Inc, PHMD, PHMD Consumer Acquisition Corp., and Radiancy, Inc., a fully owned subsidiary of PHMD (“Radiancy”); (v) any U.S Food and Drug Administration review, investigation, enforcement, or demands for any Taxes in respect audit of the Purchased Assets that Assets, including but not limited to those pertaining to the Graftcyte Moist Dressings and Iamin Hydrogel which are due and payable for periods at or initiated prior to the Closing; Closing Date, or relate to the period prior to the Closing Date; (ivvi) all Liabilities any tax, tax audit, investigation or demands arising out examination of any Liability or demand (whether or not asserted) or threatened or pending Litigation tax return of any Seller relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of including the Closing, or Taxes resulting from cancellation of such IndebtednessClosng Date, and all Liabilities relating pertaining to any arbitrage rebate liability, audit, examination the Neova Business and/or Purchased Assets or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred the employment (including the termination of such employment) by the County Sellers or Radiancy of any employees thereof engaged in the Neova Business (and between the Parties, the Sellers shall assume all liabilities of Radiancy in connection with therewith) (the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction ExpensesBusiness Employees”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilities.

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer Purchaser shall not assume, and shall not be deemed to have assumed by anything contained in this Agreement assume or otherwise, become liable for the payment or performance of any Liability of the County whatsoever Sellers of any nature whatsoever, whether accrued or unaccrued, known or unknown, fixed or contingent (the “Excluded Liabilities”). Without limiting , including the generality following, which shall remain Liabilities of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded LiabilitiesSellers: (ia) all Liabilities and obligations any Liability based upon any wrongful or negligent act or omission of the County under this Agreement; (ii) all Liabilities arising out of the operation and ownership of the Purchased Assets Sellers prior to the Closing; (iiib) all Liabilities except as otherwise provided in Section 2.3(c) and Article XII, any Liability for Taxes of the Sellers arising from the operation of the Business for periods prior to the Closing or demands for any Taxes in respect the nature of income tax imposed upon the Sellers in connection with the sale of the Purchased Assets that are due and payable for periods at contemplated hereby; (c) any Liability associated with any Excluded Assets; (d) any Liability relating to any breach of contract, breach of warranty, tort, infringement, or violation of Law by the Sellers; (e) any Liabilities relating to or arising out of (i) non-compliance with or violations of Environmental Laws prior to the ClosingClosing Date or (ii) any “Natural Resource Damages,” any contamination of off-site properties, and any disposal of Hazardous Materials at third-party owned off-site locations, which, in the cases of clauses (i) and (ii), relate to conditions existing at the Purchased Real Property or result from the operations by the Sellers prior to the Closing Date; (ivf) all Liabilities or demands any Liability arising out of events or omissions occurring prior to the Closing Date from or relating to any overpayment, duplicate payment, refunds, discounts or adjustments due to Blue Cross, Blue Shield, or any other similar private sector healthcare cost reimbursement program or insurance coverage; (g) any Liability or demand obligation to DoH or the State of New York, to the extent that it arose, accrued, occurred, or was incurred prior to the Closing Date, in contract, tort or otherwise, including any for which DoH or the State of New York is entitled to assert a right of set-off, recoupment or other claim against the Purchased Assets, the Sellers and/or Purchaser (other than any referred to in Section Error! Reference source not found.); (h) any Liability related to claims of medical malpractice and/or other professional Liability of the Sellers, or any of its employees, attending physicians, agents or independent contractors to the extent incurred prior to the Closing Date arising out of events or omissions occurring prior to the Closing Date; (i) all Healthcare Program Liabilities with respect to the Business arising from events prior to the Closing Date, except as otherwise provided by Section Error! Reference source not found., which are nonetheless subject to Section 11.2(a)(iv); (j) any Liability arising out of or in connection with any Legal Proceedings (whether instituted prior to or after Closing) to the extent arising from acts or omissions which occurred prior to the Closing Date (except as otherwise provided by Section Error! Reference source not assertedfound., which are nonetheless subject to Section 11.2(a)(iv)); (k) any Liability arising under the ▇▇▇▇-▇▇▇▇▇▇ Act or threatened any medical school construction program to the extent arising from events which occurred prior to the Closing Date, or pending Litigation to the extent arising from the Sellers’ participation prior to the Closing Date in restricted grant or loan programs of any grant provider or Governmental Body; (l) except as described in Section 2.3(a) and Article IX, any Liability relating to the Purchased Assets Sellers’ Employees (whether current, former or retired) who are not Transferred Union Represented Employees, including Liabilities under any Plan or Multiemployer Plan or Multiple Employer Plan for all wages, salary, sick leave pay, vacation pay, unemployment benefits, post-employment benefits, salary continuation, termination, disability, death, retirement, health, medical, pension or welfare benefits (including for this purpose all Liabilities and obligations arising under the Plans); (m) any period Liability related to Cost Report settlement payables arising from Cost Report periods ending at on or before the Closing Date (except as otherwise provided by Section Error! Reference source not found., which are nonetheless subject to Section 11.2(a)(iv)); (n) any mortgage debt on the Owned Property (other than as set forth in Section 2.3(f)); (o) any Liability related to penalties, fines, settlements, interest, costs and expenses to the extent arising out of or incurred as a result of any violation by the Sellers prior to the Closing;Closing Date of any Law or Order; and (vp) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action amounts required to be paid by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed LiabilitiesSellers hereunder.

Excluded Liabilities. Except The Company shall not assume or otherwise be responsible for any liabilities or obligations of Allied (other than the Assumed Liabilities, ) whether or not attributable to the Buyer shall not assume, and shall not be deemed to have assumed by anything contained in this Agreement Divisions or otherwise, any Liability direct or indirect, known or unknown, absolute or contingent. By way of the County whatsoever (the “Excluded Liabilities”). Without limiting the generality of the foregoingillustration but not limitation, the Buyer Company shall not assume, and shall not be deemed by anything contained in this Agreement assume or otherwise to have assumed be responsible for any of the following liabilities, obligations or commitments of Allied and/or the Divisions or any of its or their Affiliates, (the "Excluded Liabilities:"): (a) any Governmental Charge arising from the operation of Allied, the Divisions or Assets on or prior to the Closing Date; (b) any liability of Allied to any Affiliate, or any Affiliate to Allied, including any liability relating to any lease or sublease of Fixed Assets; (c) any cost, broker's or finder's fee or expense incurred incident to the negotiation or preparation of this Agreement or the performance and compliance with the agreements and conditions contained herein including, without limitation, fees, if any, due to ▇.▇. ▇▇▇▇▇▇ Securities Inc. or ▇.▇. ▇▇▇▇▇▇ & Co. Incorporated; (d) any liability, obligation or commitment relating to those certain City of Great Bend, Kansas Industrial Revenue Refunding Improvement Bonds Series A, 1994 and Series B, 1994 in the aggregate principal amount at the time of issuance of $1,250,000 (the "Series A Bonds" and the "Series B Bonds", respectively and the "Great Bend Bonds", collectively), and governed by that certain Trust Indenture dated as of March 1, 1994 (the "Bond Trust Indenture"), between the City of Great Bend, Kansas, as issuer, and Union National Bank of Wichita, Wichita, Kansas, as Trustee (the "Bond Trustee"), which Allied represents as having a Seven Hundred Thousand Dollar ($700,000) principal remaining at March 1, 1999, and an average interest rate of six percent (6%); (e) any debt, liability, obligation or commitment to banks or for borrowed money, including, without limitation, that certain Second Amended and Restated Credit Agreement dated as of February 1, 1999, as subsequently amended among Allied and the Banks; (f) any liabilities and obligations related to employees or employee benefits including, without limitation, any obligation for wages, commissions, vacation and holiday pay, sick pay, bonuses, severance pay, retiree or employee medical benefits, underfunding of any defined benefit plan, withdrawal liability or partial wind-up or similar liability under law or the provisions of any plan, or any obligation under any employment agreement or common law employment relationship and any statutory obligation to provide continuation of medical benefits pursuant to Section 4980B of the Code or applicable state or provincial law but, notwithstanding the foregoing, excluding any liabilities with respect to the ▇▇▇▇▇▇▇▇▇▇▇▇ Retirement Liability included as an Assumed Liability and the Accrued Payroll Items; (g) except for specifically described Assumed Liabilities, any liability, obligation or commitment of: (i) Allied or its Affiliates, other than the Company, incurred after the Closing Date; or (ii) Allied's Verson Division. (h) any liability the existence of which would constitute a breach or inaccuracy of, or failure to comply with, any of the representations, warranties, covenants or agreements of any party other than Crown hereunder; (i) all any liability, commitment or obligation regarding any claim relating to product liability for (A) products not within the Current Product Lines (B) Pre-Acquisition Liabilities and obligations of the County under this Agreement; (iiC) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the events occurring before Closing, including, without limitation, any warranty claims relating theretoobligations and liabilities related to that certain asserted product liability claim described on page 8 of Allied's Form 10-Q for the quarterly period ended March 31, 1999, in which the amount of damages claimed against the defendants exceeds Allied's liability insurance limits (known as ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Hog); (vij) any liability, commitment or obligation arising from Allied's, its Divisions' or their respective predecessors', or the Company's activity prior to Closing relating to the Environmental Health and Safety Laws; or the existence of Hazardous Materials at any Plants or on Real Property now or previously owned or leased by Allied or any of the Divisions, or their respective predecessors; or the deposit of Hazardous Materials by Allied or its Divisions or their respective predecessors including, without limitation, all Liabilities of the environmental matters referenced in Allied's Form 10-K for the fiscal year ended December 31, 1998; (k) any liability, commitment or demandsobligation arising under or with respect to the workers' compensation including Federal, state or provincial (including, without limitation, Ontario and Saskatchewan) statutes relating to occupational health and safety with respect to injuries occurring or occupational illnesses alleged to have begun prior to the Closing Date (including relapses and aggravations of injuries (as determined by the appropriate federal, state or provincial governing body) after the Closing relating to accidents or injuries and occupational diseases occurring before the Closing Date) including without limitation any costs, fees, charges, fines or penalties resulting from any audits of any Plant with respect to periods prior to Closing), premium assessments applicable to the periods prior to the Closing, adjustments (both credits and charges), for whatever reason, to the assessed premiums for periods prior to the Closing and all ongoing claims administration and related fees and expenses including case management, rehabilitation and return to work costs relating to Employees involved in accidents prior to the Closing Date; (l) any liability, commitment or obligation of Allied or the Divisions to any finance company financing the purchase of Products relating to any Products sold or ordered prior to the Closing, including without limitation any guarantees, rebates, allowances, take-back agreements or similar commitments; (m) any liability, commitment or obligation of Allied relating to the matters described on page 43 of Allied's Form 10-K for the fiscal year ended December 31, 1998, for liabilities related to Allied's agreements with certain executive officers that provide payments of up to approximately three (3) years' compensation if within one (1) year following a defined change in ownership or control of Allied, there is an involuntary termination of such executive's employment or patterns of activity during such period by Allied that cause the executive to resign; (n) any liabilities, commitments or obligations arising as a result of actual or alleged occurrences of misconduct by officers, directors and employees of Allied and its Affiliates including employment practices, EEOC, crimes or breaches of fiduciary duties for incidents occurring prior to the Closing Date irrespective of the reporting date, including, without limitation: (1) the shareholder class action lawsuit filed in the United States District Court for the Northern District of Illinois, styled Great Neck Capital Appreciation Investment Partnership, L.P. v. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, et al.; and (2) the race discrimination class action suit brought by seven plaintiffs who are current and former employees, styled ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Hog Division of Allied Products Corporation, or any subsequent members of such class or any such plaintiffs individually, for any interestmatters related thereto ("the "Discrimination Suit"), penalties, late charges, prepayment charges or termination fees relating except to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closingextent set forth in Section 11.12 below; (viio) all Liabilities any liabilities, commitments or demands for feesobligations related to Excluded Assets, costs or expenses incurred by the County in connection with the preparation Capitalized Leases not listed on Schedule 1.5(a) and negotiation operating leases of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Datepersonal property not listed on Schedule 2.9; and (ixp) all other Liensany liabilities, Liabilities commitments or demands of obligations related to the County obligation to repurchase equipment and/or inventory from dealers terminated prior to Closing, or arising out of or events occurring prior to Closing relating thereto, but only to the ownershipextent such obligation exceeds the fair market value of such repurchased inventory and/or equipment based on the sale price received by the Company on a resale of such repurchased equipment and/or inventory, use or operation as otherwise agreed to in writing by the Company and a dealer, in each case, less the Company's costs of any Facility or its Wastewater Collection System that are not Assumed Liabilitiesrepossession, storage, handling, transportation and refurbishment.

Excluded Liabilities. Except The Purchaser and the Selling Shareholder agree that the Purchaser shall not assume any of the following, for SeaMaster, SeaMaster China and the Assumed LiabilitiesSelling Shareholder, other than the Post-Closing Shareholder Loan: (a) all liabilities and obligations that arise out of the use and operation of the SeaMaster's Logistics Business prior to the Closing Date; (b) any and all liabilities and obligations of SeaMaster which exist on the Closing Date arising out of all contracts; other than Transportation Contracts, any contracts entered or to be entered into by SeaMaster as contemplated by this Agreement, and real property leases disclosed to Purchaser. (c) all liabilities and obligations which arise and/or become due in connection with any contracts (other than Transportation Contracts disclosed to Purchaser) entered into or relating to performance made or acts committed prior to the Closing Date; (d) any and all liabilities, losses and damages and alleged liabilities, losses and damages arising out of or resulting from any accident or occurrence occurring prior to the Closing Date resulting in personal injury, sickness, death, property damage, property destruction or loss of use of property arising out of or resulting from the operation of the business purchased hereunder including, without limitation, the Buyer performance of any contract or the ownership, operation or use of equipment in connection with the SeaMaster's Logistics Business; (e) all accounts payable and accrued expenses of the SeaMaster's Logistics Business ("Accounts Payable") provided, however, the Purchaser shall not assumeonly assume reasonable Accounts Payable related to: (1) SeaMaster's Logistics Business rendered in the ordinary course of business within 60 days prior to the Closing Date; (f) any liability or obligation of SeaMaster or Selling Shareholder in respect of any amount of federal, state, local or foreign taxes (including interest, penalties and shall not be deemed additions to have assumed such taxes) which are imposed or measured by anything contained the income of SeaMaster, in each case for any period or periods prior to the Closing Date, including franchise taxes of SeaMaster; (g) any liability or obligation of SeaMaster or Selling Shareholder under this Agreement or otherwise, any Liability of the County whatsoever (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities:transactions contemplated hereby; (h) any liability and obligation of SeaMaster under or with respect to any transactions not in the ordinary course of the business of the SeaMaster's Logistics Business prior to the Closing Date unless otherwise agreed in writing by the Purchaser and the Selling Shareholder; (i) all Liabilities and obligations of the County under this Agreement; any tax (ii) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating theretofederal, state or local income, franchise, sales, transfer, recording, documentary or other tax) imposed upon, or incurred by, SeaMaster or Selling Shareholder in connection with or related to this Agreement or the transactions contemplated hereby, or by reason of its receipt of any of the consideration provided for herein for the sale and transfer of the SeaMaster's Logistics Business; (vij) all Liabilities any liability or demandsobligation of SeaMaster or the Selling Shareholder for unpaid sales, includinguse, without limitationsocial security, for any interestunemployment withholding, penaltiesreal estate, late charges, prepayment charges or termination fees relating property and income taxes prior to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the ClosingClosing Date; (viik) all Liabilities unless otherwise agreed to in writing, any obligations of SeaMaster or demands the Selling Shareholder to third parties other than the Purchaser arising out of the failure of SeaMaster or the Selling Shareholder to obtain any necessary consents to the assignment to the Purchaser of contracts or leases to which SeaMaster or the Selling Shareholder are a party (including, but not limited to, damages asserted by third parties for fees, costs breach of such contracts due to the failure to obtain such consents); (l) any liability or expenses incurred by obligation of SeaMaster or the County Selling Shareholder under any credit facilities and any related guaranty of the Selling Shareholder entered or to be entered into prior to the Closing Date in relation to or in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurredSeaMaster's Logistics Business; (viiim) all Liabilities any liability and obligation of SeaMaster or demands the Selling Shareholder under the letters of credit with any lender and any related guaranty of the Selling Shareholder entered or to be entered into prior to the Closing Date in relation to or in connection with the SeaMaster's Logistics Business; (contingent n) any liability and obligation of SeaMaster or otherwise) arising out the Selling Shareholder under the letters of any Environmental Laws credit relating to contamination events with respect insurance maintained by SeaMaster entered or to be entered into prior to the Purchased Assets occurring Closing Date in relation to or in connection with the SeaMaster's Logistics Business; (o) any claim (including any auto liability claim), obligation, liability, right of action, fine or penalty which may be asserted or imposed by any party at any time before arising from or in anyway relating to any act or omission which occurred or commenced prior to the Closing Date, including but not limited to any violations of or any remediation obligation under any foreign law, federal, state or local law; (p) any liability or obligation arising under any affiliate transactions or similar transactions; and (ixq) all other Liens, Liabilities any liability or demands obligation arising under any litigation against SeaMaster the proceeding of which shall have commenced prior to the Closing Date. The liabilities and obligations not assumed by the Purchaser hereunder includes those listed above for SeaMaster China existing prior to the date of consummation of the County arising out acquisition of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed LiabilitiesSeaMaster China by SeaMaster.

Excluded Liabilities. Except as set forth above, Buyer shall have no responsibility for any liabilities or obligations of Sellers of any nature whatsoever, whether similar or dissimilar to the Assumed Liabilities, the Buyer shall not assumewhether now existing or hereafter arising, and shall not be deemed whether known or unknown to have assumed by anything contained in this Agreement or otherwise, any Liability of the County whatsoever Buyer (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilitiesincluding without limitation: (ia) all Liabilities and or obligations of the County under this Agreement; (ii) all Liabilities Sellers arising out of the operation and or relating to (i) Sellers’ ownership of the Purchased Assets prior to Assets, (ii) the Closing; (iii) all Liabilities or demands for any Taxes in respect operation of the Purchased Assets that are due and payable for periods at ▇▇▇▇ Wrap Business on or prior to the ClosingClosing Date, (iii) the operation of the ▇▇▇▇ Wrap Business with respect to the 2011 Christmas Season, or (iv) the Excluded Assets; (ivb) all Liabilities or demands obligations of Sellers arising out of or related to the operation of CSS or the Retained ▇▇▇▇ Business on, prior to or after the Closing Date; (c) Liabilities or obligations of Sellers for foreign, federal, state, county, local or other governmental taxes of Sellers; (d) Liabilities or obligations of Sellers that are covered by general liability, casualty, property, and worker’s compensation or other insurance carried by or for Sellers; (e) Liabilities or obligations of Sellers arising out of any Liability litigation or demand (whether administrative or not asserted) or threatened or pending Litigation relating arbitration proceeding to the Purchased Assets for which any period ending at or prior to the Closingof Seller is a party; (vf) all Liabilities or demands arising out obligations of Sellers resulting from any violation by Sellers or any predecessor for which Sellers may be liable, of any work applicable foreign, federal, state, county, local or Contract that were other governmental laws, decrees, ordinances or regulations, or any permit, license, consent, certificate, approval or authorization issued pursuant to be performed by the County at such laws, decrees, ordinances or prior to the Closingregulations, including, without limitation, any warranty claims relating theretothose applicable to discrimination in employment, retirement, labor relations, occupational safety, health, trade practices, environmental matters, competition, pricing and advertising; (vig) all Liabilities or demands, including, without limitation, for obligations of Sellers which were incurred by Sellers or which arise out of any interest, penalties, late charges, prepayment charges event that occurred or termination fees relating state of facts that existed on or prior to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (viih) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation under any employee benefit plan of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred▇▇▇▇; (viiii) all Liabilities or demands (contingent or otherwise) of Sellers arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing DateWorker Adjustment and Retraining Notification Act; and (ixj) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed LiabilitiesSellers’ obligations under this Agreement.

Excluded Liabilities. Except for Purchaser shall not assume, be obligated to pay, perform or otherwise discharge or in any other manner be liable or responsible for, and Sellers shall retain, any Liabilities other than the Assumed Liabilities, the Buyer shall not assumeincluding (a) any Liabilities of any Seller or any Non-Debtor of any kind or nature whatsoever, and shall not be deemed to have assumed by anything contained in this Agreement 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 Closing Date or arising thereafter relating to or arising out of (1) any Liability Seller Plan, whenever such Liabilities arise; (2) any Transferred Employees that arose on or prior to the Closing Date, or, in the case of Inactive Employees who subsequently become Transferred Employees, that arose on or prior to the date that employee begins employment with Purchaser; and (3) any current or former employee or service provider of Sellers or the Non-Debtors who are not Transferred Employees, whenever such Liabilities arise; (b) all Cure Costs other than the Assumed Cure Costs (the “Excluded Cure Costs”); (c) all fees, costs and expenses (including fees, costs and expenses of Advisors) incurred in connection with the negotiation of this Agreement and the other Transaction Agreements, the performance of this Agreement and the other Transaction Agreements and the consummation of the County whatsoever Transactions; (d) all fees, costs and expenses (including fees, costs and expenses of Advisors) incurred in connection with the bankruptcy proceedings and the wind up and dissolution of Sellers or the Non-Debtors; and (e) any other Action against any Seller or Non-Debtor or Liabilities 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 Closing Date or arising thereafter as a result of any act, omission, condition or circumstances taking place prior to the Closing, or arising with respect to any real property formerly owned, operated or leased by any Seller or any Non-Debtor (all Liabilities that are not Assumed Liabilities being referred to collectively herein as the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities: (i) all Liabilities and obligations of the County under this Agreement; (ii) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilities.

Excluded Liabilities. Except Notwithstanding any other provision of this Agreement and any information disclosed to the Purchaser, the Purchaser does not assume and has no responsibility for any Liabilities of the Sellers (or any owner of any Seller) other than the Assumed Liabilities, the Buyer shall not assume, and shall not be deemed to have assumed by anything contained Liabilities specifically listed in this Agreement or otherwise, any Liability of the County whatsoever Section 2.3 (the “Excluded Liabilities”). Without limiting the generality of the foregoingpreceding sentence, the Buyer shall following is a non-exclusive list of Excluded Liabilities that the Purchaser does not assume, assume and shall not be deemed by anything contained in this Agreement or otherwise that the Sellers agree (to have assumed any of the following Excluded Liabilitiesextent the same are legally due) to pay and perform on a timely basis: (ia) all Liabilities and obligations any Liability arising out of the County under this Agreement; (ii) all Liabilities or relating to any Excluded Asset, including, without limitation, any Liability arising out of the operation and ownership of the Purchased Assets business conducted by Integrity Advance or ZipCash-DE, whether arising prior to or following the Closing; (iiib) all Liabilities any Liability under any Contract not assumed by the Purchaser under Section 2.3, including any Liability arising out of or demands for relating to the Sellers’ credit facilities or any Taxes security interest related thereto; (c) any Liability under any Contract assumed by the Purchaser pursuant to Section 2.3 that arises (x) on or prior to the Closing and is due on or prior to the Closing or (y) after the Closing but that arises out of or relates to (i) the Sellers’ breach of, or failure to comply with, on or prior to the Closing, any covenant or obligation in respect any such Contract, or (ii) any event that occurred on or prior to the Closing which, with the passing of time or the Purchased Assets that are due and payable for periods at giving of notice, or both, would constitute such a breach or failure; (d) any Liability arising out of or relating to product liability, indemnity, warranty, infringement, misappropriation or similar claims by any Person in connection with any tangible or intangible products or services used, sold or licensed by the Sellers on or prior to the Closing; (ive) all Liabilities or demands arising out of any Liability for Taxes arising as a result of the Sellers’ operation of its business or demand (whether or not asserted) or threatened or pending Litigation relating to ownership of the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at on or prior to the Closing, includingincluding any Taxes owed by any Seller that arise as a result of the sale of the Purchased Assets pursuant to this Agreement and any deferred Taxes of any nature, without limitation, but excluding any warranty claims relating theretoTransfer Taxes arising as a result of the sale of the Purchased Assets pursuant to this Agreement; (vif) all Liabilities any Liability arising from or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of under any Environmental Laws relating to contamination events with respect Law or Occupational Safety and Health Law arising prior to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownershipoperation of the Sellers’ business or the Sellers’ leasing, use ownership or operation of real property; (g) any Facility Liability arising under claims by employees or its Wastewater Collection System former employees of the Sellers relating in any way to the employment of such Persons prior to the Closing, including Liabilities relating to compensation (including any bonuses under any bonus plan, agreement or arrangement), expense reimbursements, benefits (including workers’ compensation and unemployment benefits), discrimination, harassment, retaliation, termination or continuation of such Persons’ employment, or lack or delay of any notice relating to their employment; (h) subject to Section 8.13(f), any Liability arising in connection with the Seller Plans, or any termination, continuation, amendment or other acts or omissions in connection with the Seller Plans; (i) any Liability to indemnify, reimburse or advance amounts to any officer, director, member, manager, employee or agent of the Sellers or any member of HIP; (j) any Liability arising out of or resulting from the Sellers’ compliance or non-compliance with any Law or Judgment, including any noncompliance with any bulk sales Law or fraudulent transfer Law in connection with the transactions contemplated by this Agreement and any non-compliance by the Sellers with the WARN Act or any similar state or local Law; (k) any Liability of the Sellers relating to any negotiations, agreements or other transactions, if any, by the Sellers with any third Person that are not relate to the acquisition of the Seller or any of the Sellers’ assets or any termination of related negotiations or arrangements; (l) all professional, financial advisory, broker, finder or other fees of any kind incurred by the Sellers; (m) any Liability of the Sellers incidental to or arising in connection with this Agreement or any other document executed in connection with the transactions contemplated by this Agreement, including the Sellers’ disclosures to or negotiations with creditors or members, solicitations of proxies or written consents from any Persons, or other legal obligations of the Sellers; and (n) any other Liability (other than Assumed Liabilities) of the Sellers arising out of the Sellers’ operations of its business or otherwise on or prior to the Closing, or based upon the Sellers’ acts or omissions occurring after the Closing.

Excluded Liabilities. Except for The Purchaser shall not assume any Liabilities other than the Assumed LiabilitiesLiabilities (such Liabilities not so assumed, the Buyer shall not assumecollectively, and shall not be deemed to have assumed by anything contained in this Agreement or otherwise, any Liability of the County whatsoever (the “Excluded Liabilities”). Without limiting The Seller shall retain the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities, which shall include: (ia) all Liabilities and obligations to the extent arising out of the County under this Agreementor related to any Excluded Assets; (iib) all Any Liabilities arising out of the operation and ownership of the Purchased Assets prior relating to the ClosingTaxes that are not Assumed Liabilities, including any Retained Tax Liabilities; (iiic) all Liabilities (i) for the exposure to or demands for any Taxes in respect Release of perfluoroalkyl and polyfluoroalkyl substances (collectively, “PFAS”) to the Purchased Assets that are due and payable for periods at or extent occurring prior to Closing, including on-site and off-site migration of such PFAS, and the Closing; (iv) all Liabilities or demands arising out associated cost of any Liability sampling for PFAS required by a Governmental or demand Regulatory Authority and (whether or not assertedii) or threatened or pending Litigation relating resulting from Seller’s disposal of PFAS-containing waste generated from Seller’s removal of unused PFAS-containing firefighting foam product pursuant to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the ClosingSection 4.21, including, without limitation, any warranty claims relating theretoPFAS-containing waste generated from flushing such product from existing systems; (vid) Fines or penalties issued by a Governmental or Regulatory Authority for (i) violations of Environmental Laws by the Seller or its Affiliates prior to Closing for which a Notice of Violation or a Notice of Enforcement has been or is issued by a Governmental or Regulatory Authority or (ii) violations of Environmental Laws which have been disclosed by the Seller to a Governmental or Regulatory Authority prior to Closing; (e) all Liabilities arising from, related to or demandsthat are attributable to the employment, includingindependent contractor or consulting relationship between any Person and the Seller, without limitationor cessation of any such relationship, including any wages, salary, severance or termination costs, bonuses, commissions, overtime pay, retention pay, vacation or holiday pay, employee benefit plans, Liabilities under the Seller Employee Benefit Plans, unfunded or underfunded Liabilities pursuant to any pension, retirement or nonqualified deferred compensation or arrangement, contributions (other than an employee contribution) required to be made by the Seller or any of its Affiliates under any Employee Benefits Plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code for any interestperiods prior to the Closing that have not been remitted to such plan prior to the Closing or other compensation or benefits or other Liabilities (including withholding and social security taxes, penaltiesworker’s compensation, late charges, prepayment charges or termination fees and unemployment compensation) relating to any Indebtedness outstanding as the current or former employees or other service providers of the Closing, Seller or Taxes resulting from cancellation any of such Indebtednessits Affiliates (including the Business Employees), and all Liabilities relating other amounts payable with respect to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority such Persons that (i) solely with respect to any Indebtedness Transferred Employees, accrue or are due or earned on or before the Closing Date or as a result of or in connection with the transactions contemplated hereby and (ii) with respect to all current or former employees or other service providers of the County financing Seller or refinancing any of its Affiliates who do not become Transferred Employees in accordance with Section 4.3(a), that accrue or are due or earned at any time, whether before, on or after the Closing Date; (f) trade accounts payables relating to the Business or the Purchased Assets, whether but in all cases, only to the extent such payables directly arise out of, or not such Indebtedness is outstanding as of are attributable or allocable to, products or services provided to the Closing; Seller prior to the Closing (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction ExpensesPre-Closing Payables”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ixg) all other Liens, Liabilities or demands of the County arising out of or relating related to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilitiesmatters set forth on Schedule 1.4(g).

Excluded Liabilities. Except Notwithstanding the provisions of Section 2.3 or any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, and regardless of any disclosure to Buyer, except for the Assumed Liabilities, the Buyer shall not assumeassume or be obligated to pay, perform or otherwise discharge (and Talisker shall retain, pay, perform or otherwise discharge without recourse to Buyer) any liabilities or obligations of Talisker of any kind, character or description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, and shall not be deemed currently existing or hereinafter arising, other than to have assumed by anything contained in this Agreement or otherwise, the extent any Liability such items accrue with respect to the operation of the County whatsoever Business by Buyer following the Closing Date (the “Excluded Liabilities”). Without limiting , including the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilitiesfollowing: (a) all liability for (i) all Liabilities Taxes of Talisker or any Affiliate of Talisker whenever incurred, including without limitation Taxes of Talisker that could become a liability of, or be assessed or collected against, Buyer or that could become a Lien on the Business Assets, and obligations of the County under this Agreement; (ii) all Liabilities Taxes arising out from or with respect to the Business Assets or the operation of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets Business that are due and payable for periods at incurred in or attributable to any period, or any portion of any period, ending on or prior to the ClosingClosing Date (including any Taxes that are the liability of Talisker pursuant to Sections 6.2), except in each case for sales Taxes and property or similar ad valorem Taxes assumed under Section 2.3(a) or as set forth in Article VI; (ivb) all Liabilities any liability pursuant to any Environmental Law arising from or demands arising out of related to any Liability action, event, circumstance or demand (whether condition occurring or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at existing on or prior to the ClosingClosing Date, whether relating to the Property or the Additional Property; (vc) all Liabilities any indebtedness for borrowed money or demands arising out guarantees thereof outstanding as of any work the Closing Date, it being understood and agreed that liabilities under operating or Contract that were to be performed by the County at or prior to the Closing, capital leases of equipment (including, without limitation, any warranty claims relating theretosnowboards, skis, boots, poles and helmets) that are included in the Assumed Talisker Contracts shall not be considered indebtedness for purposes of this Section 2.4(c); (vid) all Liabilities any liability resulting from ASCU’s or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges its Affiliate’s action or termination fees inaction prior to the Closing Date relating to any Indebtedness outstanding past or current employee of ASCU, any past or current employee of any ASCU Affiliate, any union or association representing any past or current employee of ASCU or its Affiliate, or any Employee Plans; (e) any liability arising from or related to any compliance or noncompliance on or prior to the Closing Date with any Law applicable to Talisker, the Business or the Business Assets; (f) any liability arising from or related to any Action against Talisker, the Business or the Business Assets pending as of the ClosingClosing Date or based upon any action, event, circumstance or condition arising as of or prior to the Closing Date, including the Actions identified on Schedule 2.4(f) of the Disclosure Schedules, but excluding any liability assumed by Buyer pursuant to Buyer’s admittance as a member of TLR pursuant to, or Taxes resulting from cancellation of such Indebtednessany liability related to or arising from, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the ClosingResolution Operating Agreement; (viig) all Liabilities or demands for any transaction costs, fees, costs expenses or expenses other similar liabilities incurred by the County in connection with the preparation and negotiation Talisker or any Affiliate of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County Talisker arising out of or relating to the ownershipnegotiation and preparation of this Agreement and the Transaction Documents (including fees and expenses payable to all attorneys and accountants, use other professional fees and expenses and bankers’, brokers’ or operation of finders’ fees for persons not engaged by Buyer); (h) any Facility liability arising from or related to any Talisker Contract that is not an Assumed Talisker Contract; (i) any liability arising from or related to the ▇▇▇▇▇▇ ▇▇▇▇; (j) any liability arising from or related to construction liens and third party claims in connection with Talisker’s or its Wastewater Collection System that are not Affiliates’ real estate development, construction and sales activities on or near the Resort Premises, whether arising prior to the Closing Date or thereafter, including without limitation the CSM/Hardline Lien; (k) any liability arising from or related to the 2001 Trilogy Agreement; (l) any liability arising from or related to the Willow Draw Roadway Agreement; (m) any liability arising from or relating to the LV13 Road Agreement; (n) any liability arising from or relating to the LV11 Road Agreement; (o) any Excluded Working Capital Liability; and (p) any liability or obligation relating to an Excluded Asset, other than Assumed LiabilitiesLiabilities and liabilities or obligations of Buyer arising under the Lease or another Transaction Document, whether arising prior to or after the Closing Date.

Excluded Liabilities. Except Without limiting the generality of Section 2.1, Purchaser is not assuming and, under no circumstances shall it have any liability for: (i) any Plan or any obligation, responsibility, or liability under any Plan including, without limitation, any obligation or liability for notices and/or continued coverage under COBRA with respect to any Person entitled to such coverage under a Plan for any “qualifying event”, as defined under COBRA, occurring prior to, as a result of, or in connection with the Assumed LiabilitiesClosing; (ii) any salary, bonus, accrued vacation, payroll, severance, workers’ compensation, health care or other benefits obligation, or other reimbursements owed by either Seller or KVP to any of its respective employees, sales agents, independent sales representatives or other Persons with respect to periods on or prior to the Buyer shall not assumeClosing Date; (iii) except to the extent that such Taxes have been taken into account in determining OWC, any obligation or liability for Taxes of either Seller or KVP with respect to the Business or the Acquired Assets for any Pre-Closing Tax Periods; (iv) any obligation or liability of either Seller or of KVP for any Taxes that are unrelated to the Acquired Assets or the Business; (v) any obligation or liability of either Seller with respect to violations of any Environmental Laws; (vi) any liability or obligation of either Seller for any tort claims, including, without limitation, claims for product liability, sexual harassment, or employment or other discrimination; (vii) any warranty claims or product liability claims relating to goods sold (including the Products) or services rendered by either Seller prior to the Closing Date; (viii) any liability or obligation of either Seller under the WARN Act or other applicable plant closure law, or liability or obligation arising out of or resulting from the employment or termination of employment by either Seller or KVP of any employees; (ix) any intercompany payables owed by either Seller to any of its respective Affiliates; (x) any notes payable of either Seller in favor of any stockholders, employees or other Affiliates of either Seller or KVP; (xi) all liabilities and obligations of either Seller or KVP under any employment agreement between either Seller or KVP and any Employee; and (xii) all other outstanding Indebtedness or Liabilities of either Seller or KVP, and shall not be deemed to have assumed by anything contained in this Agreement or otherwisefurther including those Liabilities set forth on Schedule 2.2 hereto (collectively, any Liability of the County whatsoever (the “Excluded Liabilities”). Without limiting the generality , each of the foregoingwhich shall be retained and paid, the Buyer shall not assumeperformed and discharged when due by Sellers or KVP, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities: (i) all Liabilities and obligations of the County under this Agreement; (ii) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilitiesapplicable.

Excluded Liabilities. Except Notwithstanding any other provision of this Agreement, except for the Assumed LiabilitiesLiabilities specified in Section 2.3 and the expenses or fees to be paid by Purchaser as specified herein, the Buyer Purchaser shall not assume, or otherwise be responsible for, any Liabilities of the Company, whether liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the date hereof (the "Excluded Liabilities"), which Excluded Liabilities include, without limitation, the following: (a) any Liability to or in respect of any employees or former employees of the Company not listed on Schedule 2.4 attached hereto and any employee listed on Schedule 2.4 who does not accept employment with Purchaser (collectively, the "Excluded Employees") including without limitation (i) any employment agreement, whether or not written, between the Company and any Excluded Employee, (ii) any Liability under any Employee Benefit Plan at any time maintained, contributed to or required to be contributed to by or with respect to the Company or under which the Company may incur Liability, or any contributions, benefits or Liabilities therefor, or any Liability with respect to the Company's withdrawal or partial withdrawal from or termination of any Employee Benefit Plan, (iii) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker's compensation law or regulation or under any federal or state employment discrimination law or regulation, which shall not be deemed have been asserted on or prior to have assumed the Closing Date or is based on acts or omissions which occurred prior to the Closing Date and (iv) any liabilities or obligations under the WARN Act including the rules and regulations promulgated thereunder with respect to actions taken by anything contained in this Agreement or otherwise, the Sellers prior to the Closing with respect to any Excluded Employee; (b) any Liability of the County whatsoever Company in respect of (i) any income tax or any interest, penalties or additions pertaining thereto or (ii) any other Tax relating to any period or portion thereof prior to the “Excluded Liabilities”). Without limiting the generality Closing Date; (c) any warranty claims and any Liability arising from any injury to any person or damage to or destruction of any property, whether based on negligence, breach of warranty, express or implied representation, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products manufactured or from services performed by or on behalf of the foregoingCompany prior to the Closing Date; (d) any Liability of any Seller arising out of or related to any Action against any Seller or any Action which adversely affects the Assets and which shall have been asserted prior to the Closing Date or the basis of which shall have arisen prior to the Closing Date; (e) any Liability of any Seller resulting from entering into, performing its obligations pursuant to or consummating the Buyer shall not assumetransactions contemplated by, and shall not be deemed by anything contained in this Agreement (including without limitation any Liability of any Seller for fees or expenses incurred in connection with such transactions (except to the extent otherwise provided herein, I.E., WARN Act liabilities arising from post-closing actions by Purchaser, transfer taxes and audit expenses) and any Liability of any Seller pursuant to have assumed Article XI hereof); (f) any Liability related to any Former Facility or any of the following Excluded Discontinued Operations; (g) except to the extent provided for herein, any Financing Obligation other than the Assumed Liabilities:; (h) any Environmental Liabilities for Pre-Closing Environmental Matters, whether or not disclosed in the Disclosure Schedule; (i) all Liabilities and obligations of the County under this Agreement; (ii) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out Liability of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets Seller for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County Sellers in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby Transactions (collectivelyexcept to the extent otherwise provided herein, “Transaction Expenses”)I.E., including without limitationWARN Act liabilities arising from post-closing actions by Purchaser, attorneys’, accountants’ transfer taxes and consultants’ fees, finder’s fees, costs and audit expenses, regardless of when incurred) ; (viiij) all Liabilities or demands (contingent or otherwise) arising out any Liability of any Environmental Laws relating to contamination events Seller not directly related or incurred with respect to the Purchased Assets occurring at conduct of the Business; (k) except to the extent provided for herein, any time before the Closing Dateindebtedness for borrowed money; (l) any amounts payable to any Affiliate of any Seller; (m) any cash overdraft liability; and (ixn) all other Liens, Liabilities or demands of the County arising out of or relating except to the ownershipextent provided for herein, use or operation of I.E. WARN Act liabilities arising from post-closing actions by Purchaser, transfer taxes and audit expenses, any Facility or its Wastewater Collection System that are not Assumed Liabilitiesliabilities accruing prior to the Closing Date.

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer shall not assume, and shall not be deemed to have assumed by anything contained Notwithstanding any provision in this Agreement or otherwiseany other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any Liability other liability or obligation of Seller or any predecessor owner of all or part of its business and assets of whatever nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the County whatsoever (the “Excluded Liabilities”"EXCLUDED LIABILITIES"). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any all of the following shall be Excluded LiabilitiesLiabilities for the purposes of this Agreement: (a) all liabilities and any obligations under any Contracts arising (i) all Liabilities on or before the Closing Date (ii) which are not disclosed in Schedule 2.01 (a), or (iii) which are not properly assigned to Buyer and obligations the benefits of which have not been made available to Buyer pursuant to Section 2.04; (b) any obligation or liability for any tax, assessment or public charges of any type or nature whatsoever, due or payable to any Federal, state or local government or agency arising from or with respect to the Purchased Assets that is incurred in or attributable to any tax period (or portion thereof) ending on or before the Closing Date, including any taxes payable as a result of the County under transactions contemplated by this Agreement; (iic) any and all Liabilities liabilities and obligations arising out of pursuant to agreements or understandings with consultants, distributors, suppliers or customers and relating to products shipped on or before the operation and ownership of the Purchased Assets prior to the ClosingClosing Date; (iiid) all Liabilities liabilities and obligations resulting from product liability claims for damage or demands for injury to persons or property arising from the ownership, possession or use of any Taxes in respect of the Purchased Assets that are due and payable for periods at product shipped by Seller on or prior to the ClosingClosing Date; (ive) all Liabilities or demands arising out of liabilities and obligations resulting from product warranty claims with respect to any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at Seller's Software shipped by Seller on or prior to the ClosingClosing Date; (vf) all Liabilities liabilities and obligations of Seller which may arise by reason of or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation or any of the transactions contemplated hereby (collectivelyincluding, “Transaction Expenses”), including without limitation, attorneys’all legal, accountants’ and consultants’ feesaccounting, brokerage, investment banking or finder’s fees, costs and expenses, regardless 's fees of when incurredSeller); (viiig) all Liabilities or demands (contingent or otherwise) liabilities and obligations arising out of any Environmental Laws relating to contamination events the employment, severance and termination liabilities with respect to any director, officer, employee or consultant under any contract or agreement which has been terminated on or prior to the Purchased Assets occurring at Closing Date or which arise under any time before contract or agreement as a result of the transactions contemplated by this Agreement; (h) all liabilities and obligations for infringement or misappropriation arising from the use of the Intellectual Property by Seller or any customers of Seller on or prior to the Closing Date; and (ixi) any and all other Liensliabilities, Liabilities obligations, claims or demands causes of action relating to the County arising out of Product Lines or the Purchased Assets and resulting from or relating to any action, failure to act, or facts and circumstances occurring or existing on or prior to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Closing other than the Assumed Liabilities.

Excluded Liabilities. Except Notwithstanding the provisions of Section 2.3 or any other provision of this Agreement, any Exhibit hereto, the Seller Disclosure Letter or any Ancillary Agreement to the contrary, and regardless of any disclosure to the Buyer, except for the Assumed Liabilities, the Buyer shall not assumeassume or be obligated to pay, perform or otherwise discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any and all liabilities or obligations of the Seller and its Affiliates of any kind, character or description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, and shall not be deemed to have assumed by anything contained in this Agreement currently existing or otherwise, any Liability of the County whatsoever hereinafter arising (the “Excluded Liabilities”). Without limiting , including the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities: following: (a) (i) all Liabilities Taxes arising before or after the Closing, to which Seller or any of its Affiliates is subject, directly or indirectly and obligations of the County under this Agreement; (ii) all Liabilities arising out of the operation and ownership of the Purchased Assets prior Taxes attributable to the Closing; (iii) all Liabilities Business or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at Pre-Closing Tax Period; (b) any liability pursuant to any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing on or prior the Closing Date; (c) any liability not expressly assumed by the Buyer pursuant to Section 5.7 arising in respect of or relating to Business Employees, any other current or former employees of the Seller or any Employee Plan, including any accrued bonuses for the Transferring Employees for calendar year 2018 to the extent not reflected in the Closing Balance Sheet and any and all liabilities in respect of or relating to Business Employees or other employees of the Seller that are not Transferring Employees; (d) any liabilities related to the Owned Real Property and Leased Real Property, whether arising prior to, on or after the Closing Date; (e) any Indebtedness other than as set forth in Section 2.3(b); (f) any liability arising from or related to any breach, failure to perform, torts related to the performance of, violations of Law, infringements or indemnities under, guaranties pursuant to and overcharges or underpayments under, any Assumed Contract prior to the Closing Date (or an event that, with notice or lapse of time or both, would become the same) or which arises from facts, circumstances, events, conditions or actions that occurred or existed on or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby Closing (collectively, “Transaction ExpensesPre-Closing Contract Liabilities”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilities.17

Excluded Liabilities. Except for the It is expressly understood and agreed that Assumed Liabilities, the Buyer Liabilities shall not assume, and shall not be deemed to have assumed by anything contained in this Agreement or otherwise, any Liability of include the County whatsoever (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilitiesfollowing: (ia) all Liabilities and obligations of the County under this Agreement; (ii) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands Sellers for any Taxes in respect of the Purchased Assets that are due and payable for periods at based on, or prior to the Closing; measured by, income (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing"INCOME TAXES"), including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as Income Taxes arising from the operation of the Closing, Business on or Taxes resulting prior to the Closing Date or from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurredhereby; (viiib) All intercompany Liabilities and Liabilities arising under or related to any indebtedness for borrowed money, except for Liabilities under the industrial revenue bond financing relating to the Milan, Tennessee Facility; (c) Liabilities covered by the insurance policies of the Sellers in effect on or prior to the Closing Date (the "INSURANCE POLICIES"), but only to the extent either of the Sellers receives proceeds thereunder; provided that any such Liability will become an Assumed Liability to the extent any such proceeds are subsequently required to be remitted back to the insurance carrier; (d) Liabilities of the Sellers whether or not set forth on SCHEDULE 3.1(O) and whether or not known to Buyer, Parents or the Sellers (i) arising from the offsite transportation, treatment, storage, disposal, or arrangement for disposal of Hazardous Substances generated or used on or prior to the Closing Date by Sellers or any of their predecessors or (ii) arising in connection with any Environmental Action arising from or relating to any property or facility other than the Facilities (Liabilities of the type described in CLAUSES (I) and (II) of this SECTION 1.5(D) are collectively referred to as "OFFSITE LIABILITIES"); provided, however, that any Liability that involves the migration of a Hazardous Substance from any of the Facilities shall not be deemed to be an Offsite Liability; (e) Liabilities resulting from any special incentive or other bonus agreements or arrangements between the Sellers and any of their employees relating primarily to the consummation of the transactions contemplated by this Agreement; (f) Except as otherwise provided herein, all Liabilities that do not arise primarily out of or demands relate primarily to the Business or the Assets; (contingent i) Except as expressly provided in SECTION 6, any Liability of the Sellers for benefits accrued through the Closing Date under any Benefit Plan or otherwiseBenefit Arrangement that is a defined benefit or defined contribution retirement plan and (ii) Liabilities for eligible claims incurred prior to the Effective Time for health, dental, prescription drug, life and accidental death and dismemberment benefits as provided in SECTION 6.1(E) and SECTION 6.2(E); (h) Liabilities arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Datematters described on EXHIBIT 1.5(H); and (ixi) all other Liens, Liabilities or demands of arising under the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed LiabilitiesContracts listed on SCHEDULE 1.2(E).

Excluded Liabilities. Except for Subject to the Assumed Liabilitiesterms and conditions set forth in this Agreement, the Buyer shall not assume, assume and shall not be deemed responsible to have assumed by anything contained in this Agreement pay, perform or otherwise, discharge any Liability of the County whatsoever following Liabilities of any Subsidiary Transferor (all such excluded Liabilities of all Subsidiary Transferors, collectively, the “Excluded Liabilities”). Without limiting the generality ): (a) all Liabilities related to or arising out of the foregoingExcluded Assets; (b) all Liabilities for (i) Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any taxable period (or portion thereof) ending on or prior the Closing Date and (ii) any other Taxes of the Seller (other than the Taxes allocated to the Buyer shall not assumeunder Section 7.8) for any taxable period; (c) all obligations and Liabilities based on any actual or alleged defect in the manufacture, conformity to specification or fitness for purpose of the Business Products sold by any Subsidiary Transferor, or any service provided by any Subsidiary Transferor in respect of the Business Products, in each case prior to the Closing Date, including all product liability, product warranty obligations and shall not be deemed liabilities (vis-à -vis customers arising from product warranty claims under the Assigned Contracts and other Contracts in relation to the Business Products) and all obligations and liabilities in respect of product recalls or product warnings (including voluntary recalls and warnings reasonably intended to avoid or mitigate product liability); (d) all Liabilities relating to the Seller Benefit Plans other than Liabilities assumed by anything contained in Buyer under Section 2.3(c) to (f); (e) all Pre-Closing Contamination Liabilities; (f) all indebtedness for borrowed money of the Seller or any of its Affiliates under any note, bond, credit agreement or similar instrument; (g) all intercompany payables and loans between the Seller and any of its Affiliates (including the Subsidiary Transferors), or between any Affiliate of the Seller and any other Affiliate of the Seller; (h) all Liabilities of the Seller under this Agreement or otherwise to have assumed any of the following Excluded Liabilities:Ancillary Agreements; and (i) all other Liabilities and obligations set forth in Section 2.4(i) of the County under this Agreement; (ii) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed LiabilitiesSeller Disclosure Letter.

Excluded Liabilities. Except for It is expressly understood and agreed that, notwithstanding anything to the contrary in this Agreement, Assumed Liabilities, the Buyer Liabilities shall not assumeinclude the following (collectively, and shall not be deemed to have assumed by anything contained in this Agreement or otherwise, any Liability of the County whatsoever (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities:): (i) all Liabilities All obligations and obligations of liabilities assumed by, or which are otherwise the County under responsibility of, any Asset Seller pursuant to this AgreementAgreement in accordance with Articles VIII and IX; (ii) all Liabilities arising out of the operation All liabilities and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out obligations of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets Asset Seller for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, costs and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and or the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurredby this Agreement; (viiiiii) all Liabilities or demands (contingent or otherwise) arising out All liabilities and obligations to make payments to employees of any Environmental Laws the Business pursuant to retention agreements, change of control agreements and/or bonus agreements, each relating to contamination events with respect specifically to the Purchased Assets occurring at consummation of the transaction contemplated by this Agreement entered into prior to the Closing between PKI or one of its Subsidiaries and such employees; (iv) All liabilities and obligations related to employees of the business divested pursuant to the Xenon Transaction employed by any time before Asset Seller or Business Subsidiary, whether or not such liabilities and obligations arise prior to, on, or following the Closing Date, including any liability or obligation arising (A) from the termination of such employees or (B) relating to the coverage of such employees under any Business Benefit Plan; (v) All liabilities and obligations in connection with (A) Indebtedness (other than capitalized leases with aggregate payment obligations following the Closing Date not exceeding $200,000), (B) purchase money debt and (C) earnouts, including the earnout pursuant to the Stock Purchase Agreement, dated January 16, 2009, whereby PKI Sensors agreed to purchase Opto Technology, Inc; and (ixvi) all other Liens, Liabilities or demands All liabilities and obligations of the County arising out of or relating Asset Sellers not related to the ownershipBusiness (including any liabilities and obligations related to the business divested pursuant to the Xenon Transaction, use or operation including all liabilities and obligations of any Facility or its Wastewater Collection System that are not Assumed LiabilitiesPKI under the Master Purchase and Sale Agreement, dated May 14, 2010, by and between PKI and Xenon Technologies (Cayman) Limited (“Xenon Parent”), dated June 30, 2010, (the “Xenon Sale Agreement”), the Common Know-How Agreement, by and between PKI and Xenon, dated June 30, 2010, and the Transition Services Agreement by and between PKI and Xenon Parent, dated June 30, 2010 (the “Xenon Transition Services Agreement”), and liabilities of PKI Subsidiaries under the local transfer agreements pursuant to the Xenon Sale Agreement, other than liabilities and obligations arising after the Closing Date under the lease agreement between Xenon Technologies (Germany) GmbH (as tenant) and PKI Germany Opto (as landlord) dated June 30, 2010, regarding premises at ▇▇▇▇▇▇-▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇, ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, the Common Know-How Agreement and the Xenon Transition Services Agreement.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary in this Agreement, the Buyer shall not assume, assume and shall not be deemed responsible to have assumed by anything contained in this Agreement pay, perform or otherwise, discharge any Liability Liabilities or obligations of the County whatsoever Seller or its Affiliates other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of Excluded Liabilities include the following Excluded Liabilitiesfollowing: (i) all any Liabilities and or obligations of the County under this Agreement; (ii) all Liabilities arising out of or relating to the Seller’s or its Affiliates’ ownership and operation and ownership of the Transferred Business and/or the Purchased Assets prior to the Closing; (ii) any Liabilities or obligations relating to or arising out of the Excluded Assets (including all Liabilities and obligations related to products, services and business lines related to haptic devices); (iii) all Liabilities (A) any Taxes (other than Prorated Taxes and Transfer Taxes) with respect to the ownership, operation, possession or demands use of the Transferred Business, the Purchased Assets or the Assumed Liabilities, in each case, for any Pre-Closing Tax Period, including any Taxes of any Person imposed on or payable as a transferee or successor, by Contract or pursuant to any Law or otherwise, in respect of the Transferred Business, the Purchased Assets that are due and payable or the Assumed Liabilities, which Taxes relate to an event or transaction occurring before the Closing Date; (B) any Prorated Taxes for periods at or the portion of any Straddle Period prior to the ClosingClosing Date (determined in accordance with Section 7.04); and (C) any Transfer Taxes that are the responsibility of the Seller pursuant to Section 7.03; (iv) all Liabilities or demands arising out the Indebtedness of any Liability or demand the Seller and its Affiliates (whether or not assertedother than the Specified Indebtedness) or threatened or pending Litigation relating to and the Purchased Assets for any period ending at or prior to the ClosingEmployee Payments; (v) all Liabilities any past-due royalties or demands arising out of any work or Contract other amounts that were to be performed by the County at or prior are payable pursuant to the Closing, including, without limitation, any warranty claims relating theretoterms of an Assumed Contract which relate to pre-Closing periods; (vi) all Liabilities any liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as obligations of the ClosingSeller and its Affiliates arising or incurred in connection with the negotiation, or Taxes resulting from cancellation preparation, investigation and performance of such Indebtednessthis Agreement, the other Transaction Documents and all Liabilities relating to any arbitrage rebate liabilitythe Transactions, audit, examination or other enforcement action by including the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the ClosingSeller Transaction Expenses; (vii) all Liabilities any claim, demand or demands for feesAction by a third party related to fraud, costs fraudulent inducement or expenses incurred by intentional misrepresentation, or any allegations thereof, involving the County in connection with Transferred Business, the preparation Purchased Assets or the Transactions, and negotiation of this Agreement and related to facts, events or circumstances arising or occurring prior to the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred;Closing; and (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilitiesand obligations set forth on Schedule 2.02(b).

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer The Selling Parties and their Affiliates shall not assumeretain, and shall be responsible for paying, performing and discharging when due, and Purchaser shall not be deemed to assume or have assumed by anything contained in this Agreement or otherwiseany responsibility for, any Liability of the County whatsoever following liabilities and obligations (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities:): (ia) all Liabilities liabilities and obligations of the County under this AgreementSelling Parties to the extent unrelated to the Business (including all liabilities arising from or related to the Excluded Assets); (iib) all Liabilities arising out outstanding accounts payable and accrued expenses not yet invoiced that will become accounts payable once invoiced of the Selling Parties, including any accounts payable of the Business related to goods received, services rendered or employee or contractor compensation or similar expenses, in each case, arising prior to the Closing Date (collectively, the “Accounts Payable”); (c) the costs of defending the Genesis DOJ Matter, and any resulting fines or penalties associated therewith, to the extent such defense costs, fines or penalties relate to the sale of the applicable products by the Selling Parties or their Affiliates prior to Closing and all damages and other liabilities arising with respect to or related to any recall of the Recalled Containers, provided that any Product recalls conducted after the Closing will be Assumed Liabilities governed by Section 7.13; (d) the costs of defending the VA Contracts DOJ Matter, and all damages and other liabilities arising with respect to or related to the activities subject of VA Contracts DOJ Matter, to the extent such costs, damages or liabilities relate to the sale of the applicable products by the Selling Parties or their Affiliates prior to Closing; (e) subject to ARTICLE 8, all liabilities relating to all Employee Benefit Plans and other employee compensation and benefit plans, agreements, arrangements, programs and policies of Seller and its Affiliates, including all Seller Benefit Plans; (f) any liability for income Taxes of the Selling Parties or Affiliates of the Selling Parties (whether direct or as a result of successor liability, transferee liability, joint and several liability or contractual liability), and, except as expressly provided in Section 10.2(b) of this Agreement, any liability for any other Taxes of the Selling Parties or any Affiliates of the Selling Parties (whether direct or as a result of successor liability, transferee liability, joint and several liability or contractual liability), in each case, arising as a result of the Selling Parties or their Affiliates’ operation and of the Business or their ownership of the Purchased Assets prior to the Closing;; and (iiig) all Liabilities damages, obligations and other liabilities, including any joint or demands for any Taxes in respect several liability pursuant to Section 75 of the Purchased Assets that are due and payable for periods at or prior to the Closing; German Tax Code (iv) all Liabilities or demands arising out of any Liability or demand (whether or not assertedAbgabenordnung) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closingsimilar statutory provisions under applicable laws, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws Taxes relating to contamination events with respect to the Purchased Assets occurring at any time Tax periods ending on or before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilities.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary in this Agreement, the Buyer shall not assume, and shall not assume or be deemed to have assumed by anything contained in this Agreement liable for any Liabilities of Seller or otherwise, any Liability of its Affiliates other than the County whatsoever Assumed Liabilities (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer Excluded Liabilities shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of include the following Excluded Liabilitiesfollowing: (i) all Liabilities and obligations of Seller or its Affiliates arising out of or relating to this Agreement or the County under this Agreementother agreements contemplated hereby or the transactions contemplated hereby or thereby; (ii) all Liabilities of Seller or its Affiliates for expenses or fees incident to or arising out of the operation negotiation, preparation, approval or authorization of this Agreement and ownership the other agreements contemplated hereby or the consummation (or preparation for the consummation) of the Purchased Assets prior to the Closingtransactions contemplated hereby and thereby, including attorneys’ and accountants’ fees; (iii) except as otherwise provided in Section 7(a)(ii), all Liabilities of Seller or demands for its Affiliates with respect to Taxes and all Taxes attributable to the Assets relating to any Taxes in respect period, or any portion of the Purchased Assets that are due and payable for periods at or any period, ending prior to the ClosingClosing Date; (iv) all Liabilities of Seller or demands arising out its Affiliates in respect of indebtedness for borrowed money (together with all accrued interest, prepayment premiums or penalties related thereto) and under any Liability contract or demand (whether or not asserted) or threatened or pending Litigation instrument relating to the Purchased Assets or evidencing such indebtedness for any period ending at or prior to the Closingborrowed money; (v) all Liabilities arising from or demands arising out of related to (A) any work or Contract that were to be performed non-compliance with Environmental and Safety Requirements by the County at or Business prior to the ClosingClosing Date, including(B) the presence prior to the Closing Date of Hazardous Materials in, without limitationon or under any Leased Real Property, Owned Real Property or any warranty claims relating theretoother real property used by the Business in a quantity, location or manner that could reasonably be expected to require remedial action pursuant to any Environmental and Safety Requirements, or (C) any Action pending against Seller or related to the Business prior to the Closing Date arising under Environmental and Safety Requirements (the “Excluded Environmental Liabilities”); (vi) all Liabilities arising from or demandsrelated to the Excluded Assets, including, without limitation, for other than any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as misuse of the Closing, Excluded Marks by Buyer or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as its Affiliates in violation of the ClosingSection 7(f); (vii) all Liabilities arising from or demands for feesrelated to any Action (including, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’cargo claims) arising out of events, accountants’ and consultants’ feescircumstances, finder’s feesor conditions occurring prior to the Closing, costs and expenses, regardless of when incurredincluding the Actions set forth on Schedule 2(e)(vii); (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring (A) any employee benefit pension plan (as defined in Section 3(2) of ERISA) or any multiemployer plan (as defined in Section 3(37) of ERISA) at any time before sponsored by, maintained by or contributed to or required to be maintained by or contributed to by the Closing Date; andSeller or any of its Subsidiaries or any ERISA Affiliate of the Seller or any of its Subsidiaries under Title IV of ERISA or otherwise and (B) any post employment or post retirement health or medical or life insurance benefits provided or required to be provided by Seller or any of its Subsidiaries to any current or former Business Employees; (ix) all Liabilities with respect to any Employee Plan and all Liabilities for any bonuses or other Lienspayments payable to any officers, directors or employees of Seller or any of its Affiliates which are contingent upon or otherwise relate to the transactions contemplated by this Agreement, including without limitation, bonus payments and any severance payments required to be made to any Hired Employee as a result of any termination of employment resulting from the Closing; (x) all Liabilities arising from the breach by Seller or demands any of its Affiliates of, default by Seller or any of its Affiliates under, or waiver or extension given by or to Seller or any of its Affiliates with respect to, the performance of any term, covenant or provision of any of the County arising Acquired Contracts that would have been, but for such breach, default, waiver or extension, paid, performed or otherwise discharged on or prior to the Closing Date or to the extent the same arise out of any such breach, default, waiver or extension; (xi) all Liabilities incurred by Seller or any of its Affiliates after the Closing Date, other than the liabilities or obligations for which Buyer provides indemnification hereunder; and (xii) all Liabilities of Seller or any of its Affiliates incurred in connection with obtaining any consent relating to the ownershipsale, use conveyance, assignment, transfer or operation delivery of any Facility the Assets to Buyer or its Wastewater Collection System that are not Assumed Liabilitiesthe consummation of the transactions contemplated hereby.

Excluded Liabilities. Except for Subject to the Assumed Liabilitiesterms and conditions of this Agreement, at and effective as of the Buyer shall not assumeClosing, each of the Company and the Technology Subsidiaries hereby jointly and severally assumes and agrees to pay, perform and discharge when due, and shall not be deemed agrees to have assumed by anything contained in this Agreement or otherwiseindemnify and hold harmless Buyer and its Affiliates from, any Liability of the County whatsoever (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any all of the following Liabilities (collectively, the "Excluded Liabilities:"): (i) all Liabilities and obligations of the County under this AgreementCompany and its Affiliates, of every kind, nature, character and description (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), arising out of or pertaining primarily to the Technology Business; (ii) all Liabilities arising out set forth on Section 2.3(b) of the operation and ownership of the Purchased Assets prior to the ClosingCompany Disclosure Schedule; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior relating primarily to the ClosingExcluded Assets (unless specifically included as an Assumed Liability under Section 2.3(a)); (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating related to the Purchased Assets for any period ending at or prior Technology Business incurred in the ordinary course of business subsequent to the Closingdate of the Interim Balance Sheet; (v) all Liabilities or demands arising out of the Company which arise on account of Buyer's operation of the Technology Business, the use of the Excluded Assets, and sale of any work products manufactured or Contract that were to be performed sold by the County at or prior to Company on and after the Closing, including, without limitation, any warranty claims relating theretoClosing Date; (vi) except as otherwise provided herein, all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating under Contracts primarily related to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the ClosingTechnology Business; (vii) all Liabilities for post-Closing returns or demands for fees, costs claims relating to the products or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation services of the transactions contemplated hereby (collectivelyTechnology Business sold or provided prior to, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurredon or after the Closing Date; (viii) all Liabilities or demands in respect of the Distribution Agreement, dated August 31, 2000, between IMS Health Incorporated and the Company (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and"IMS Distribution Agreement"); (ix) all other Liens, Liabilities or demands for any Taxes of the County Company or its Subsidiaries (other than the Transferred Subsidiaries); (x) all Liabilities for legal, accounting and audit fees and any other expenses incurred by the Company in connection with this Agreement; (xi) all Liabilities with respect to all Proceedings or investigations arising out of or related to the Technology Business, the Excluded Assets or the Excluded Liabilities; (xii) all Liabilities for claims relating to the ownershipTechnology Business under the Company's self-insurance arrangements; (xiii) all Liabilities relating to Intercompany Accounts as of the Closing Date which have been discharged in accordance with Section 5.11 of this Agreement; and (xiv) all Liabilities for which the Company has expressly assumed responsibility pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, use neither Buyer nor its Affiliates (as determined from and after the Closing Date) shall assume or operation of be deemed to have assumed, any Facility or its Wastewater Collection System that are not Assumed Excluded Liabilities.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary contained in Section 1.03(a) of this Agreement, the Buyer Purchaser shall not assume, and agree to pay, perform, discharge or be liable with respect to any liabilities, obligations or claims of Seller other than the Assumed Liabilities (all such other liabilities or obligations referred to collectively herein as the "Excluded Liabilities"). The Excluded Liabilities shall include, but shall not be deemed to have assumed by anything contained in this Agreement or otherwise, any Liability of the County whatsoever (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilitieslimited to: (i) any and all Liabilities liabilities, damages, losses and obligations expenses (including, without limitation, attorney's fees) ("Losses") incurred by the Purchaser arising out of: (A) any actual or alleged release of any Materials of Environmental Concern (as defined in Section 2.14) into the environment (I) relating to the operation of the County under this AgreementBusiness prior to the Closing or (II) at any site owned or operated by the Seller whether prior to or after the Closing or (III) to which any Materials of Environmental Concern were actually or allegedly transported by or on behalf of the Seller prior to or after the Closing; or (B) the actual or alleged violation of any Environmental Law (as defined in Section 2.14) by the Seller commencing prior to or after the Closing; (ii) all any legal suit, action or proceeding of any kind (it being understood that such terms shall not include the cost of fulfilling warranty obligations which are Assumed Liabilities arising out of hereunder) filed and commenced against the operation and ownership of the Purchased Assets Seller prior to the Closing; (iii) all Liabilities , or demands for any Taxes in respect the commencement of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or which was threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating theretothe proceedings set forth on Schedule 1.03(b)(ii) of the Disclosure Schedule (the "Excluded Litigation"); (viiii) all Liabilities any liability, whether direct or demands, including, without limitationindirect, for any interestfederal, penaltiesstate, late chargeslocal, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, foreign and all Liabilities relating to any arbitrage rebate liability, audit, examination provincial or other enforcement action by the Internal Revenue Service income, capital gains, property transfer, payroll, withholding, excise, sales, use, use and occupancy, business and occupation, mercantile, real estate, personal property, value added, capital stock, franchise or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; taxes and estimated taxes relating thereto (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilities.including

Excluded Liabilities. Except for (i) If the Assumed LiabilitiesPurchaser becomes aware after Closing of any claim by a third party which constitutes or may constitute an Excluded Liability or relates to an Excluded Liability or any investigations related thereto, regardless of whether the Purchaser believes that such claim would be made against a member of the Purchaser’s Group or a member of the Seller’s Group, the Buyer Purchaser shall not assumeas soon as reasonably practicable: (a) give written notice thereof to the Seller, setting out such information as is available to the Purchaser as is reasonably necessary to enable the Seller to assess the merits of the potential claim; (b) take all appropriate actions to preserve evidence; and (c) provide the Seller with periodic updates on the status upon request and shall not admit, compromise, settle, discharge or otherwise deal with such claim without the prior written agreement of the Seller (such agreement not to be deemed unreasonably withheld or delayed). (ii) The Purchaser shall take such action as the Seller may reasonably request to have assumed avoid, dispute, resist, appeal, compromise, defend or mitigate any claim which constitutes or may constitute an Excluded Liability subject to the Purchaser being indemnified and secured to its reasonable satisfaction by anything contained the Seller against all Liabilities which may thereby be incurred. (iii) In addition, where any such claim or investigation involves a Governmental Entity, the Purchaser shall, subject to Applicable Law, the requirements of the Relevant Governmental Entity and the Seller providing an appropriate confidentiality undertaking in this Agreement or otherwisefavour of the Purchaser’s Group, provide to the Seller, at least five Business Days in advance (or, where not possible, as soon as reasonably possible), any Liability of the County whatsoever (the “Excluded Liabilities”)analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals they or their agents make or submit to a Governmental Entity. Without limiting the generality of the foregoing, the Buyer shall not assumeparties agree, subject to the Applicable Law, and the requirements of the relevant Governmental Entity, and the Seller providing an appropriate confidentiality undertaking in favour of the Purchaser’s Group, to: (a) give the Seller reasonable advance notice of all meetings with any Governmental Entity; (b) give the Seller an opportunity to participate in each of such meetings; (c) to the extent practicable, give the Seller reasonable advance notice of all substantive oral communications with any Governmental Entity; (d) if any Governmental Entity initiates a substantive oral communication, promptly notify the Seller of the substance of such communication; (e) provide the Seller with a reasonable advance opportunity to review and comment upon all substantive written communications (including any substantive correspondence, analyses, presentations, memoranda, briefs, arguments, opinions and proposals) that the Purchaser or its agents intend to make or submit to a Governmental Entity in connection with such claim; (f) provide the Seller with copies of all substantive written communications to or from any Governmental Entity; and (g) not advance arguments with the Governmental Entity without prior agreement of the Seller that would reasonably be likely to have a significant adverse impact on the Seller, provided however, that the Purchaser shall not be deemed required to comply with paragraph (b) above to the extent that the Governmental Entity objects to the participation of a party, or with paragraph (e) or (f) above to the extent that such disclosure may raise regulatory concerns (in which case, the disclosure may be made on an outside counsel basis). (iv) Other than in respect of any claim to the extent it relates to an IP Liability, a Commercial Practices Liability or a Governmental Liability (other than in respect of any Liability arising solely by anything contained virtue of a breach of any Contract with any Governmental Entity which breach does not also constitute a breach of Applicable Law), the Seller shall be entitled at its own expense and in this Agreement its absolute discretion, by notice in writing to the Purchaser, to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or otherwise contest any such claim (including making counterclaims or other claims against third parties) in the name of and on behalf of the Purchaser or other member of the Purchaser’s Group concerned and to have assumed the conduct of any related proceedings, negotiations or appeals. In taking action on behalf of any member of the following Excluded Liabilities: (i) all Liabilities Purchaser’s Group as permitted by this Clause 8.2, the Seller shall, in good faith, take into account and obligations of the County under this Agreement; (ii) all Liabilities have due regard to any reputational matters or issues arising out of the operation and ownership claim for any member of the Purchased Assets prior Purchaser’s Group or any of their respective directors, officers, employees or agents which are brought to its attention by the Closing; (iii) all Liabilities Purchaser or demands for any Taxes in respect a member of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing;Purchaser’s Group. (v) all Liabilities Without limitation to the Seller’s rights pursuant to Clause 8.10, the Purchaser shall make or demands arising out of any work or Contract that were procure to be performed by the County at or prior made available to the ClosingSeller or its duly authorised agents on reasonable notice during normal business hours full and free access to all relevant books of account, including, without limitation, records and correspondence relating to the Vaccines Group which are in the possession of the Purchaser or any warranty claims relating thereto;member of the Purchaser’s Group (and shall permit the Seller to take copies thereof) for the purposes of enabling the Seller to ascertain or extract any information relevant to the claim. (vi) all Liabilities or demandsThe Purchaser shall, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as and shall procure that each other member of the ClosingPurchaser’s Group shall, on reasonable notice from the Seller, give such assistance to the Seller as it may reasonably require in relation to the claim including providing the Seller or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness member of the County financing Seller’s Group and its representative and advisers with access to and assistance from directors, officers, managers, employees, advisers, agents or refinancing any consultants of the Purchased Assets, whether or not such Indebtedness is outstanding as Purchaser and/or of each other member of the Closing;Purchaser’s Group (collectively, the “Relevant Persons”) and the Purchaser will use its reasonable endeavours to procure that such Relevant Persons comply with any reasonable requests from the Seller and generally co-operates with and assists the Seller and other members of the Seller’s Group. (vii) all Liabilities When seeking assistance under Clauses 8.2.2(v) and (vi), the Seller, or demands for feesany other relevant member of the Seller’s Group, costs shall use reasonable endeavours to minimise interference with the Purchaser and the Purchaser’s Group’s conduct of the relevant business or expenses incurred the performance by the County in connection with the preparation and negotiation Relevant Persons of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilitiestheir employment duties.

Excluded Liabilities. Except for It is expressly understood and agreed that, other than the Assumed Liabilities, the Buyer shall not assume, and nor shall not it be deemed to have assumed by anything contained in this Agreement or otherwiseliable for, any Liability Liabilities of the County whatsoever Seller or its Affiliates (collectively, the “Excluded Liabilities”). Without limiting , and the generality of the foregoingSeller hereby acknowledges that it is retaining, and is and shall be liable for, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities. Excluded Liabilities means: (i) all Liabilities and obligations of the County under this Agreement; (iia) all Liabilities arising out of the operation or relating to Legal Proceedings, regardless of when such Legal Proceeding was commenced or made, and ownership irrespective of the Purchased Assets prior legal theory asserted (including product liability claims, including claims alleging defects in the Product and claims involving the death of or injury to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation individual relating to the Purchased Assets for any period ending at or prior Product), to the Closing; (v) all Liabilities extent arising from the development, commercialization, manufacturing, packaging, importing, marketing, distribution or demands arising out sale of any work the Product or Contract that were to be performed the use of the Acquired Assets, in each case, by or on behalf of the County at Seller or its Affiliates prior to the Closing, includingincluding all Legal Proceedings relating to the alleged infringement or misappropriation by the Seller of any third party intellectual property rights for the development, without limitationcommercialization, any warranty claims relating theretomanufacture, packaging, import, marketing, distribution, sale or use of the Product before the Closing (provided, that for the avoidance of doubt, this Section 2.4(a) does not include Liabilities from such Legal Proceedings arising from Buyer’s or its Affiliates’ operation of the Product Business or use of the Acquired Assets from and after the Closing Date regardless of whether such Liabilities are based on allegations of the design or development of the Product or Acquired Assets before the Closing, all of which are Assumed Liabilities); (vib) all Liabilities arising out of or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as Assumed Commercial Contract, to the extent relating to the period of time prior to the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing[***]; (viic) all Liabilities related to any invoices, bills, accounts payable or demands for fees, costs other payables due and owed to any third party arising prior to the Closing out of or expenses incurred by the County in connection with developing, commercializing, manufacturing (or having manufactured), packaging, importing, exploiting, marketing, distributing or selling the preparation and negotiation Products by or on behalf of the Seller or its Affiliates prior to the Closing [***]; (d) any Liability for (i) expenses, fees or Taxes incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement and or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys’ and accountants’ fees and transfer Taxes) [***], (ii) Taxes of the Seller (or any stockholder or Affiliate of the Seller) relating to the Product, the Product Business or the Acquired Assets which are attributable to any Pre-Closing Tax Period, or (iii) other Taxes of the Seller (or any stockholder or Affiliate of the Seller) of any kind that becomes a Liability of the Buyer under any doctrine of de facto merger or transferee or successor liability (clauses (i)-(iii) collectively, “Transaction ExpensesSeller’s Taxes”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viiie) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events Liability with respect to any employee of the Purchased Assets occurring at Seller or any time before Affiliate or independent contractor personnel of the Closing DateSeller or its Affiliates to the extent services from such independent contractor personnel were provided prior to Closing; (f) [***] (g) any Liability in respect of any of the Excluded Assets; and (ixh) all except as otherwise set forth in this Agreement or any Ancillary Document, any other Liens, Liabilities or demands of Liability to the County extent arising out of or relating to the ownership, operation, development, commercialization, manufacture, packaging, import, marketing, distribution or sale of the Product or the Product Business or the use of the Acquired Assets prior to the Closing Date (provided, that for the avoidance of doubt, this Section 2.4(h) does not include Liabilities arising from Buyer’s or its Affiliate’s operation of any Facility the Product Business or its Wastewater Collection System that use of the Acquired Assets from and after the Closing Date regardless of whether such Liabilities are not based on allegations of the design or development of the Product or Acquired Assets before the Closing, all of which are Assumed Liabilities).

Excluded Liabilities. Except for Notwithstanding any provision in this Agreement to the contrary, Purchaser is assuming only the Assumed Liabilities, the Buyer shall Liabilities and is not assumeassuming, and shall not be deemed to have assumed by anything contained in this Agreement or otherwiseassumed, any Liability Liabilities of Seller (or any predecessor of Seller or any prior owner of all or part of its business and assets) of whatever nature (whether arising prior to, at the time of, or subsequent to Closing) and Seller shall be solely and exclusively liable for any and all such Liabilities, including those relating to, arising out of or in connection with the operation of the County whatsoever Business or the Purchased Assets (including the use and ownership thereof) at any time prior to the Closing Date, and those Liabilities set forth below (collectively, the “Excluded Liabilities”). Without limiting the generality ): (a) all Liabilities of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement Seller relating to or otherwise to have assumed arising, whether before, on or after the Closing, out of, or in connection with, any of the following Excluded Liabilities:Assets; (b) any and all Liabilities of Seller in respect of Contracts that are Non-Assigned Contracts; (c) any and all Liabilities with respect to any environmental, health or safety matter, relating to, arising out of or in connection with (i) all Liabilities and obligations Seller’s operation of its businesses (other than the County under this Agreement; Business) or its leasing, ownership or operation of real property at any time, or (ii) all Liabilities arising out the operation of the operation and ownership of Business or the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at on or prior to the ClosingClosing Date; (ivd) all Liabilities or demands arising out of any Liability or demand (Seller in respect of Indebtedness, whether or not asserted) or threatened or pending Litigation relating to the Business or the Purchased Assets for any period ending at or prior to the ClosingAssets, including without limitation that certain Loan Agreement by and between Seller and Ahn-Gook Pharmaceutical Company, Ltd. dated as of October 30, 2009; (ve) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closingwarranty and return obligations, including, without limitation, all Liabilities and obligations to repair or replace, or to refund the sales price (or any warranty claims relating theretoother related expenses) for inventory sold prior to the Closing Date; (vif) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County Taxes arising in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurredby this Agreement; (viiig) any and all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect for Taxes attributable to the Purchased Assets occurring at any time before operation of the Business on or prior to the Closing Date; (h) any and all Liabilities of Seller in respect of the WARN Act or under any similar provision of any federal, state, provincial, regional, foreign or local Law that might arise or have arisen on or prior to the Closing Date; (i) any and all Liabilities of Seller in respect of the Employees, Seller’s officers and directors, or the Seller Plans; (j) any and all Liabilities of Seller in respect of any Actions; (k) any costs and expenses related to the Bankruptcy Case; and (ixl) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilitiesset forth on Schedule 1.4(l).

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer Purchaser shall not assumeassume or be bound by any Liabilities of the Sellers of any kind or nature, and shall not be deemed to have assumed by anything contained in this Agreement known, unknown, accrued, absolute, fixed, contingent, or otherwise, any Liability of the County whether or not existing or hereafter arising whatsoever (the “Excluded Liabilities”). Without limiting , including the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilitiesfollowing: (ia) all Liabilities and obligations of the County under this AgreementSellers excluded from the definition of Assumed Liabilities; (iib) Accounts Payable; (c) all Taxes (other than Transfer Taxes) imposed on, collected by or withheld with respect to, or in any way related to the Hospital Business for any periods (or portions thereof) prior to the Effective Time; (d) the Debt and all Liabilities of the Sellers in respect of any other indebtedness for borrowed money; (e) all Liabilities arising out of the operation and ownership Sellers arising in connection with or relating to any of Seller’s existing, former or prospective employees, the Purchased Assets prior employment of such Persons by the Sellers, employee benefit plans or programs (including the Plans), employment contracts, retention agreement bonuses, sales commissions related to the Closing; (iii) all Liabilities contracts or demands for agreements entered into by any Taxes in respect of the Purchased Assets that are due and payable for periods at Seller or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand Principal (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding accrued as of the Closing, date hereof or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness as of the County financing or refinancing any of the Purchased Assets, Closing Date and whether or not such Indebtedness is outstanding as sales commissions shall accrue due to the Purchaser’s operation of the Closing; Hospital Business after the Effective Time), employee insurance policies (viiother than obligations arising after the Effective Time with respect to those insurance contracts and policies expressly included in the Assigned Contracts), severance or other termination obligations, or other employment related matters, including any compensation or benefits matters and the Employment Agreements, including those Liabilities set forth on Schedule 2.4(e) all Liabilities or demands for feeshereto, costs or expenses incurred by which consist of amounts owed to any individual pursuant to a written agreement and as a result of the County in connection with the preparation execution and negotiation delivery of this Agreement and or the consummation of the transactions contemplated hereby for (collectivelyi) severance, “Transaction Expenses”retention or termination pay or any other similar payments or bonuses or (ii) any increases in compensation due to such individual or forgiveness of debt owed by such individual; (f) all Liabilities of the Sellers arising under all Assigned Contracts (and any other contract or agreement to which Seller is a party), including without limitationLiabilities to perform thereunder or relating to non-compliance therewith and breach or violation thereof, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurredin each case to the extent such Liability relates to the period prior to the Effective Time (whether or not such action was brought or instituted prior to the Effective Time); (viiig) all Liabilities arising in respect of amounts due to customers or demands Government Reimbursement Programs in connection with overpayments or other claims made by customers of the Hospital Business or Government Reimbursement Programs relating to periods prior to the Effective Time and Liabilities solely associated with any third party (contingent including Government Reimbursement Programs) audits or otherwiserecoupments or denials by any third party payors (including Government Reimbursement Programs) for periods prior to the Closing Date; (h) all Liabilities of the Sellers pertaining to their respective current and former members, partners or shareholders, as the case may be, including in respect of the redemption of their equity interests in any of the Sellers; (i) any Encumbrances on the Purchased Assets to the extent incurred prior to the Effective Time, other than the Permitted Encumbrances and obligations imposed by Assigned Contracts that arise following the Effective Time; (j) except as provided in Section 2.3, all Liabilities of the Sellers arising out from the transactions contemplated by this Agreement, other than the Transfer Taxes; (k) all current Liabilities of the Sellers, including interest bearing current Liabilities, accrued payroll and paid time off; (l) all Liabilities arising in respect of the Excluded Assets; (m) any other Liability, claim, Action, complaint, debt, suit, cause of action, investigation, or proceeding of any Environmental Laws relating to contamination events kind whatsoever (including with respect to professional liability and malpractice claims, commercial claims, wage and hour compliance and other employment related claims, and non-compliance with applicable Laws), against or relating to any Seller, any Principal, the Hospital Business, or the Purchased Assets, whether asserted, instituted, or commenced prior to or after the Closing Date, by any third party for damages suffered by such third party by proximate reason of or directly resulting from the use, ownership or lease of the Purchased Assets occurring at or the Leased Real Property or operation of the Hospital Business prior to the Effective Time, or with respect to any time before continuing business activities of any Seller after the Closing DateEffective Time; and (ixn) all other LiensLiabilities in connection with the Healthcare Requirements, Liabilities including from breaches thereof, or demands of the County arising out of or relating non-compliance therewith, in each case related to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilitiesperiod prior to the Effective Time.

Excluded Liabilities. Except for Without limiting the Assumed Liabilitiesgenerality of the first sentence of Section 2.3, the Buyer Company shall not assume, be solely responsible and shall not be deemed to have assumed by anything contained in this Agreement or otherwise, any Liability of the County whatsoever liable for (the “Excluded Liabilities”). Without limiting the generality ): (a) any liability or obligation with respect to current, former or retired employees of the foregoingCompany (including any liability for unpaid bonuses, severance payments, vacation time or other amounts payable to employees), directors or consultants of the Buyer shall Company or any ERISA Affiliate arising out of or relating to any act omission or event occurring or circumstance condition or state of facts existing prior to the Closing Date, excluding commissions payable to sales representatives that are earned and accrued for but not assumepaid prior to the Closing Date and vacation time of current employees of the Company that is not used prior to the Closing Date but that has been accrued for on the Company’s financial statements; (b) all liabilities and obligations for Taxes, fees and other similar items however designated, and shall not be deemed by anything contained all interest, penalties and additions to tax, including franchise and income taxes and all accrued property, sales, use and payroll taxes incurred or arising on or prior to the Closing Date, or incurred or accrued after the Closing Date in this Agreement connection with or otherwise relating to have assumed any activities of the following Excluded Liabilities:Business prior to the Closing Date; (ic) Indebtedness; (d) all Liabilities liabilities and obligations of the County under this Agreement; (ii) all Liabilities arising out Company relating to the operation of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at Business on or prior to the Closing; (iv) all Liabilities Closing Date or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at generation of accounts receivable on or prior to the ClosingClosing Date, excluding (i) those items in Section 2.3(b) and (ii) the Company’s obligation to provide replacement candidates consistent with past practices; (ve) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, liabilities and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County obligations arising out of or relating to the ownership, use or operation provision of any Facility services by the Company on or its Wastewater Collection System prior to the Closing Date; (f) all litigation, whether currently pending or not, relating to the Business prior to the Closing Date, or arising on or after the Closing Date to the extent that such litigation relates to activities of the Business on or prior to the Closing Date; (g) all liabilities and obligations under the contracts, leases, commitments, understandings or other agreements (or amendments thereto) that are not specifically assumed by Buyer under Section 2.3(a); (h) any charges, liabilities or costs incurred in connection with the termination of any employees prior to the Closing Date; (i) all liabilities and obligations arising out of any failure by the Company to perform any obligation required to be performed by it or out of any default by the Company (or out of any event, fact or circumstance that, with notice or lapse of time or both, would constitute a default by the Company) on or before the Closing Date under any of the Assumed LiabilitiesContracts (regardless of whether the assignment of any Assumed Contract contains anything to the contrary or is silent on such issue) or out of the Company’s failure to comply with any law, regulation, ordinance, order, writ, judgment, injunction, decree or other requirement of any governmental body or court on or prior to the Closing Date; (j) all liabilities and obligations to any member or Affiliate of the Company or any owner or holder of any interest in the Company; (k) all liabilities and obligations of the Company or any ERISA Affiliate with respect to any Employee Benefit Plan established, maintained, sponsored or contributed to by the Company or any ERISA Affiliate, including, without limitation, liabilities and obligations under the Plans, except as specifically provided in Section 8.1(c); (l) all liabilities and obligations arising out of or relating to the Excluded Assets; and (m) all liabilities and obligations of the Company that Buyer is not specifically assuming under Section 2.3.

Excluded Liabilities. Except for the Assumed Liabilitiesas expressly provided in Section 1.2, the Buyer shall not assumeassume or be liable for any Liabilities of Seller or any other Person, and shall whether or not be deemed relating to have assumed by anything contained in this Agreement or otherwise, any Liability of the County whatsoever Business (the “Excluded Liabilities”). Without limiting the generality of the foregoing, including, without limitation, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilitiesfollowing: (a) (i) all Liabilities relating to Taxes attributable to or imposed upon Seller or any of its Affiliates (or for which Seller or any of its Affiliates may otherwise be liable) without regard to whether such Taxes relate to periods (or portions thereof) ending on or prior to the Closing Date and obligations of the County under this Agreement; (ii) all Liabilities relating to Taxes attributable to or imposed on the Assets or the Business for any period (or portion thereof) ending on or prior to the Closing Date (including, in each case and without limitation, all Liabilities of Seller and its Affiliates for Taxes related to the transactions contemplated by this Agreement (other than the Transfer Taxes in accordance with Section 1.2(d) and Taxes specifically reflected on the Final Net Working Capital Statement as a current liability and only the amount reflected)) or thereafter; (b) any Liability of Seller arising out of or relating to the execution, delivery or performance of this Agreement, including any claim for payment of fees and/or expenses as a broker or finder in connection with the origination, negotiation, execution or consummation of this Agreement based upon any alleged agreement between the claimant and a Selling Party; (c) any Liability of Seller for any fees, costs or expenses of the type referred to in Section 10.6; (d) any Liability relating to any Excluded Asset; (e) to the extent not specifically included in Net Working Capital, any Liability consisting of or relating to Indebtedness; (f) to the extent not specifically included in Net Working Capital, any Liability that relates to, or arises out of, directly or indirectly, the operation and ownership of the Purchased Business or Seller’s ownership, control or use of the Assets on or prior to the Closing Date, including, but not limited to, any Liability or obligation to any current, past or future employee of Seller or any of its Affiliates based on any event or events occurring prior to the Closing; (iiig) all Liabilities or demands for any Taxes in respect violations of the Purchased Assets that are due and payable for periods at Environmental Laws on or prior to the ClosingClosing Date; (ivh) all Liabilities any Cleanup of Hazardous Substances Released, disposed of or demands arising out discharged (i) on, beneath or adjacent to Seller’s leasehold real property prior to or on the Closing Date; or (ii) at any other location if such substances were generated, used, stored, treated, transported or released by or on behalf of Seller prior to or on the Closing Date; (i) any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to a third party arising from any Hazardous Substance present at the Purchased Assets for any period ending at Business headquarters on or prior to the ClosingClosing Date; (vj) all Liabilities any Liability under or demands arising out of otherwise attributable to any work Employee Benefit Plan, including any Liability or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating theretoobligation for benefits payable thereunder; (vik) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events statutory obligations with respect to the Purchased Assets occurring at any time before the Closing Date; and continuation of benefits for Persons who cease to be employees of Seller (ix) all other Liensprovided, Liabilities or demands of the County arising out of or relating to the ownershiphowever, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilities.nothing herein

Excluded Liabilities. Except for the Assumed LiabilitiesNotwithstanding Section 2.2.1, the Buyer shall not assume, and shall not be deemed to have assumed by anything contained in this Agreement pay or otherwise, discharge any Liability of the County whatsoever following Liabilities of the Company or its Subsidiaries (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities:): (i) all Liabilities for amounts due or that may become due to Medicare, Medicaid or any other government health care reimbursement or Government Program contractor or other Governmental Entity with authority to enforce laws and regulations applicable to Government Programs, e.g., the U.S. Department of Justice, on account of overpayments or payment adjustments, or any other form of Medicare or other government health care reimbursement recapture, adjustment or investigation whatsoever, including fines, penalties and Losses, exclusively in respect of services performed and products sold by the Company and its Subsidiaries and any legal predecessor thereto before the Closing and billed to a Government Program; provided, that, for the avoidance of doubt, Liabilities associated with Medicare Advantage, Managed Medicaid and Medicare Part D shall be treated as Assumed Liabilities and obligations of the County under this Agreementnot as Excluded Liabilities; (ii) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the ClosingTransaction-Related Costs; (iii) all any Liabilities related to option or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closingother share-based compensation vesting; (iv) all Liabilities any fees payable under the KRG Management Agreement and any obligations under notes payable owed by the Company or demands arising out any of its Subsidiaries to KRG or any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closingof its Affiliates; (v) all Liabilities accounts payable that have been outstanding for ninety (90) days or demands arising out more (other than accounts payable reflected in the calculation of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating theretoNet Working Capital); (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the ClosingClosing Payoff Debt; (vii) all Liabilities any intercompany payables; and (viii) any liability or demands obligation of the Company or any of its Subsidiaries, or any member of any consolidated, affiliated, combined or unitary group of which the Company or any of its Subsidiaries is or has been a member, for feesTaxes; provided, costs or expenses that Transfer Taxes incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs Apportioned Obligations shall be paid in the manner set forth in Sections 9.9.1 and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilities9.9.2 hereof.

Excluded Liabilities. Except for Notwithstanding the Assumed Liabilitiesprovisions of Section 2.3, the Buyer Buyers shall not assumeassume the following Liabilities (collectively, and shall not be deemed to have assumed by anything contained in this Agreement or otherwise, any Liability of the County whatsoever (the “Excluded Liabilities”). Without limiting , which shall remain the generality exclusive responsibility of the foregoingSeller Parties or their Affiliates: (a) the Retained Environmental Liabilities; (b) any Liability of the Seller Parties or their Affiliates and predecessors in respect of or otherwise arising from the Excluded Assets, except to the Buyer shall not assumeextent caused by the acts or omissions of the Buyers or the Buyers’ Representatives or by the Buyers’ ownership, lease, maintenance or operation of the Acquired Assets; (c) any Liability of the Seller Parties or their Affiliates and shall not be deemed by anything contained in predecessors arising from the execution, delivery or performance of this Agreement or otherwise any Ancillary Agreement or the transactions contemplated hereby or thereby; (d) any Liability of the Seller Parties or their Affiliates and predecessors under contracts or Leases which are not Assumed Contracts, except to have assumed the extent caused by the acts or omissions of the Buyer or the Buyers’ Representatives or by the Buyers’ ownership, lease, maintenance or operation of the Acquired Assets; (e) any Liability of the Seller Parties or their Affiliates and predecessors for any fines or penalties imposed by a Governmental Entity resulting from any (i) investigation or proceeding by a Governmental Entity pending on or prior to the Closing Date or (ii) acts or omissions of the Seller Parties or their Affiliates and predecessors on or prior to the Closing Date; (f) any Liability in respect of Taxes attributable to the Acquired Assets for taxable periods, or portions thereof, ending on or before the Closing Date (as prorated under Section 3.4(a)(i) for Taxes described therein), except for Transfer Taxes pursuant to Section 7.9(a); (g) any Liability of the Seller Parties or their Affiliates arising from the breach or default by the Seller Parties or their Affiliates, prior to the Closing Date, of any Assumed Contracts or any other contract, license, agreement or personal property lease entered into by any of the following Excluded Liabilities:Seller Parties or their Affiliates with respect to the Purchased Assets; (h) any Liability of the Seller Parties or their Affiliates and predecessors relating to any cause of action pending, or threatened in writing, prior to the Closing Date against the Seller Parties or their Affiliates and predecessors or their assets; (i) all any Liabilities and obligations of the County under this Agreement;relating to any matters identified on Schedule 2.4(i); and (iij) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands Seller Parties for any Taxes in respect of the Purchased Assets that are due and payable for periods at Indebtedness incurred on or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilities.

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer Purchaser shall not assumeassume or be bound by any obligations or liabilities of Seller of any kind or nature, and shall not be deemed to have assumed by anything contained in this Agreement known, unknown, accrued, absolute, fixed, contingent, or otherwise, any Liability of the County whether or not existing or hereafter arising whatsoever (the “Excluded Liabilities”). Without limiting the generality of the foregoing, including, without limitation, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilitiesfollowing: (ia) all Liabilities and obligations of the County under this Agreement; (ii) all Liabilities liabilities for Taxes arising out of or resulting from the operation sale, conveyance, transfer, assignment and ownership delivery of the Purchased Assets prior to the Closingprovided for in this Agreement, including, without limitation, Transfer Taxes; (iiib) all Liabilities Taxes imposed on, collected by or demands for withheld with respect to, or in any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior way related to the Closing; (iv) all Liabilities Business or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or periods prior to and including the ClosingClosing Date; (vc) all Liabilities Taxes imposed on, collected by or demands arising out withheld with respect to, or in any way related to Seller or the Members; (d) liabilities or obligations of Seller in respect of indebtedness for borrowed money or any work other notes payable; (e) liabilities and obligations of Seller in connection with or Contract that were relating to be performed by the County at any of Seller’s existing or prior to the Closingformer employees and Employee Programs, including, without limitation, any warranty claims relating thereto“stay bonus,” severance or other termination obligations; (vif) liabilities and obligations of Seller to third parties arising out of any breach by Seller on or prior to the Closing Date of any representation, warranty, or covenant of Seller under any Assigned Contract or other agreement; (g) any Liens on the Purchased Assets; (h) any liabilities and obligations of Seller arising from the transactions contemplated by this Agreement; (i) all Liabilities liabilities and obligations arising in respect of the Excluded Assets; (j) any liabilities related to Hazardous Substances or demandsother materials existing on or prior to the Closing Date, including, without limitation, for any interestand all liabilities related to the generation, penaltiestransportation, late chargesplacement, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closingstorage, treatment, use and/or disposal by Seller, or Taxes resulting from cancellation any predecessors of such IndebtednessSeller, and all Liabilities relating to of any arbitrage rebate liability, audit, examination Hazardous Substances or other enforcement action by the Internal Revenue Service materials on or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect prior to the Purchased Assets occurring Closing Date at facilities and/or real property that are or were at any time before owned, leased or otherwise occupied by Seller or any predecessor of Seller. “Hazardous Substances” shall mean any and all pollutants, contaminants, radioactive substances, toxic substances, hazardous materials, hazardous substances, hazardous wastes, petroleum or any fraction or by-product thereof, asbestos and polychlorinated biphenyls (“PCBs”) as such terms are defined pursuant to or within the Closing Date; and (ix) all other LiensEnvironmental, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilities.Health and Safety Laws;

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer shall not assume, assume and the Buyer shall not be deemed obligated to have assumed pay, perform or discharge any liabilities, debts, claims, expenses or obligations of any kind or nature (whether known or unknown, vested or unvested, asserted or unasserted, absolute or contingent, accrued or unaccrued, assessed or unassessed, liquidated or unliquidated, actual or potential, or due or to become due), all of which liabilities, debts, claims, expenses and obligations shall be retained by anything contained in this Agreement or otherwise, any Liability of the County whatsoever Seller (collectively the “Excluded Liabilities”). Without limiting ) including but not limited to the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilitiesfollowing: (i) all Liabilities any claims, whether founded upon contract, tort, statute, regulation, breach of warranty, or any other grounds, and obligations whether made before or after the Closing, which relate to or arise out of products manufactured, distributed or sold by Seller prior to the County under this AgreementClosing Date; (ii) all Liabilities arising out obligations of the operation and ownership of the Purchased Assets any kind or nature to any employee or former employee employed by Seller which are based on facts occurring or circumstances existing prior to the ClosingClosing Date, including, but not limited to, those wages, employment fees, fringe benefits, or other payments owing under or with respect to (A) any severance policy, employment agreement, employee benefit, welfare or retirement plans (including but not limited to, those arising under the Employee Retirement Income Security Act of 1974) or other contract relating to the terms and conditions of employment of an employee or other employees of Seller, (B) any federal, state, or local law relating to the termination of employment of employees in connection with a transaction of the type contemplated hereunder, and (C) any workers’ compensation claim; (iii) all Liabilities any liabilities under debt instruments, loan documents, indentures, guaranties or demands other indebtedness for borrowed money from any Taxes in respect of the Purchased Assets that are due and payable for periods at bank or prior to the Closingfinancial institution; (iv) all Liabilities Taxes, fees or demands arising out expenses of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating the Seller incurred with respect to the Purchased Assets for any period ending at or prior to the Closingtransactions contemplated herein; (v) all Liabilities Losses to the extent relating to the Business, the Purchased Assets or demands arising out of any work activities or Contract that were to be performed by the County operations occurring or conducted at or from the Real Property (including offsite disposal) prior to Closing which arise under or are based upon any Environmental Law and all Losses in connection with any Hazardous Substances at any time present at the Real Property prior to Closing, including, without limitation, any warranty claims relating theretoregardless of source or cause; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees Losses arising out of product liability claims relating to any Indebtedness outstanding as damage to Persons or property to the extent caused by products of the Business sold or manufactured prior to the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing;and (vii) all Liabilities or demands for fees, costs or expenses incurred by liabilities to the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) extent arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed LiabilitiesRetained Assets.

Excluded Liabilities. Except for as expressly provided to the Assumed Liabilitiescontrary -------------------- in Section 2b, the Buyer under no circumstance shall not Purchaser be obligated to pay or assume, and none of the Assets shall not be deemed to have assumed by anything contained in this Agreement or otherwisebecome liable for or subject to, any Liability liability of Seller, including, without limitation, the County whatsoever following, whether fixed or contingent, recorded or unrecorded (collectively, the “"Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities:"): (i1) all Liabilities indebtedness and other obligations or guarantees of the County under this AgreementSeller, including, without limitation, current liabilities of Seller and short-term and long-term indebtedness; (ii2) all Liabilities liabilities or obligations, if any, for cost reporting periods ending prior to, and including, Closing, arising out under the terms of the operation Medicare program, including recapture, and ownership of the Purchased Assets prior Medicaid program, and under any other third party payor programs which settle up on a basis other than an individual claims basis. Seller shall have the right to the appeal or settle any matter, claim, liability with respect to Seller's Cost Reports or any audit thereof. Seller shall have no obligations or responsibility with respect to cost reports for periods after Closing; (iii3) all Liabilities federal, state or demands for any Taxes local tax liabilities or obligations of Seller in respect of periods prior to Closing or resulting from the Purchased Assets that are consummation of the transactions contemplated herein, including, without limitation, any income tax, any franchise tax, any tax recapture, any sales and/or use tax, any indigent care tax, any state and local recording fees and taxes which may arise upon the consummation of the transactions contemplated herein and any FICA, FUTA, workers' compensation taxes and any and all other taxes or similar amounts due and payable for periods at as a result of the exercise by any of Seller's employees (who elect or Purchaser elects prior to or as of Closing not to become employees of Purchaser subsequent to Closing) of such employees' rights to vacation, sick leave and holiday benefits accrued while in the Closingemploy of Seller; (iv4) liability for any and all Liabilities claims by or demands arising out on behalf of any Liability or demand (whether or not asserted) or threatened or pending Litigation Seller's employees relating to the Purchased Assets for any period ending at or periods prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, liability for any warranty claims relating thereto; (vi) pension, profit sharing, deferred compensation, or any other employee health and welfare benefit plans, liability for any EEOC claim, wage and hour claim, unemployment compensation claim or workers' compensation claim, and liability for all Liabilities or demandsemployee wages and benefits, including, without limitation, accrued vacation, sick leave, holiday pay, severance pay and related taxes or other liability related thereto in respect of Seller's employees; (5) liabilities or obligations arising as a result of any breach by Seller at any time of any contract or commitment that is not assumed by Purchaser; (6) liabilities or obligations arising out of any breach by Seller prior to Closing of any Contract (as hereinafter defined); (7) any liability arising out of or in connection with claims for any interest, penalties, late charges, prepayment charges acts or termination fees omissions relating to any Indebtedness outstanding as the ownership or operation of the Closing, Center or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating the Assets which occurred prior to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii8) contracts and agreements that are not assumed by Purchaser; (9) all Liabilities any debt, obligation, expense or demands liability of Seller arising out of or incurred solely as a result of any transaction of Seller occurring after Closing or for feesany violation by Seller of any law, costs regulation or expenses incurred by the County ordinance at any time; (10) any obligation, judgment, expense or other liability arising out of or in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurredany matter which is or should be disclosed on Exhibit B; (viii11) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating accounts payable attributable to contamination events with respect legal and accounting fees and similar costs incurred by Seller that are directly related to the Purchased sale of the Assets occurring at any time before the Closing Dateof Seller; and (ix12) all any other Liens, Liabilities or demands current payable of the County arising out of type which has not been historically accounted for by Seller as an "Account Payable", including any payable related to compensation or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilitiesfringe benefits for Seller's employees.

Excluded Liabilities. (a) Except for the Assumed Contracts and the Current Liabilities, the Buyer Purchaser shall not assume, assume and shall not be deemed to have assumed by anything contained in this Agreement liable for any debts, obligations, or otherwise, liabilities of Seller of any Liability of the County whatsoever (the “Excluded Liabilities”)nature whatsoever. Without limiting the generality of the foregoing, the Buyer shall foregoing Purchaser is not assumeassuming, and shall not be deemed by anything contained liable for, any debts, liabilities, or obligations (contractual or otherwise) of Seller of any kind other than the Contracts and the Current Liabilities whether now existing or hereafter arising, whether accrued or contingent, arising directly or indirectly from or in this Agreement or otherwise to have assumed any of the following Excluded Liabilitiesconnection with: (i) all Liabilities and obligations the operation of the County Business on or prior to the Closing Date (including without limitation any violations of or liabilities under any Environmental Law (as defined herein) and any warranty, performance guarantee, or other liability for products sold on or prior to the Closing Date); (ii) the condition of the Real Estate (including groundwater), buildings or other improvements on or prior to the Closing Date; (iii) any breach or default by Seller with respect to obligations to third parties; (iv) any liability or obligation of Seller in connection with any federal, state, or local taxes (whether in the nature of income, sales, use, employment, withholding, excise, property, customs, gross receipts, levied special assessments that relate to pre-closing periods and are not included in Current Liabilities, or other taxes or duties of any nature whatsoever), or penalties, interest or fines in respect of any such taxes, or any reporting requirement or estimated tax payable with respect to this Agreement or the transactions contemplated in this Agreement; (iiv) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities any litigation, investigation or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) other proceeding pending or threatened in connection with Seller or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating theretoBusiness; (vi) all Liabilities any liability or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges obligation of Seller to or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness employee or employee benefit plan of the County financing or refinancing Seller, including without limitation any such liability listed as a current liability on any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the ClosingSeller's financial statements; (vii) all Liabilities any liability or demands for fees, costs or expenses incurred by obligation with respect to any workers' compensation claims arising from activities undertaken prior to the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”)Closing Date, including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless limitation any such liability listed as a current liability on any of when incurredSeller's financial statements; (viii) all Liabilities any liability or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events obligation with respect to the Purchased Assets occurring at Seller's general liability insurance; including without limitation any time before the Closing Date; andsuch liability listed as a current liability on any of Seller's financial statements; (ix) all other Liensany liability or obligation with respect to any performance guarantee of Seller, Liabilities including without limitation any such liability listed as a current liability on any of Seller's financial statements; or (x) any liability or demands of the County arising out of or obligation relating to the ownershipExcluded Assets. All of the liabilities described in this Section 3(a) are collectively referred to as the "Excluded Liabilities". (b) Seller covenants and agrees that Seller shall perform or pay promptly when due, use all of the Excluded Liabilities, except, if Seller or operation Purchaser receives a warranty claim for product sold by Seller that is either produced by, or in the inventory of, Purchaser at the time of such claim, Purchaser agrees to process such claim and provide replacement product to the customer unless the cost of any Facility such replacement product will exceed $5,000. Purchaser shall invoice Seller, on a monthly basis, for Purchaser's cost to provide such replacement product. Seller agrees to promptly pay each such invoice. If Seller or its Wastewater Collection System Purchaser receives a warranty claim (i) that are is disputed, (ii) that is not Assumed Liabilitiesfor product that is either currently produced by, or in the inventory of, Purchaser, or (iii) for which the cost of replacement product will exceed $5,000, Seller shall process and pay all costs and expenses associated with such claim.

Excluded Liabilities. Except Notwithstanding anything in this Agreement to the contrary, except as specifically provided for the as Assumed LiabilitiesLiabilities in Section 2.3, the Seller shall retain, and Buyer shall not assume, or in any way be liable for or bound by, any liabilities of the Hampshire Parties or the Business of any kind (known and shall unknown, matured and unmatured, accrued, recorded or unrecorded, or contingent, regardless of whether such rights are currently exercisable), including, without limitation (i) any amounts due for Taxes relating to any taxable period ending, or incurred in connection with any transaction taking place, on or before the Closing Date and, with respect to any taxable period beginning prior to the Closing Date and ending after the Closing Date, the portion thereof prior to the Closing Date, (ii) any indebtedness for borrowed money, (iii) any obligations for accounts payable or expenses of the Business or the Hampshire Parties (iv) any obligations under any of the arrangements or benefit plans or any retirement, severance or deferred compensation arrangement of the Hampshire Parties for the benefit of the Employees, (v) any obligation arising out of or in connection with any contractual obligations of the Business or the Hampshire Parties or the termination thereof other than with respect to such contractual obligations included in the Acquired Assets, (vi) any obligation based on any actual or alleged defect in the design, manufacture, quality, conformity to specification or fitness for purpose of any product manufactured, sold or distributed (including, without limitation, the Acquired Inventory) by, or for, a Hampshire Party, or any service provided by the Hampshire Parties relating to the Business, before the Closing Date, including, without limitation, all product liability, product warranty liabilities and all liabilities in respect of product recalls or product warnings (including, without limitation, product labeling, product disclosure, voluntary recalls and warnings reasonably intended to avoid or mitigate liability), (vii) any contractual obligations (including with respect to any leases) that are not be deemed to have assumed Assumed Contracts, Assumed Purchase Orders or Assumed Purchase Contracts, and (viii) any costs or expenses payable by anything contained the Hampshire Parties in connection with the transactions contemplated by this Agreement or otherwise, (including any Liability of the County whatsoever transfer fees payable in connection with any Required Consents) (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities: (i) all Liabilities and obligations of the County under this Agreement; (ii) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilities.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilities, the Buyer shall not assume, and shall not be deemed to have assumed by anything contrary contained in this Agreement or otherwise, any Liability of the County whatsoever (the “Excluded Liabilities”). Without limiting the generality of the foregoingAgreement, the Buyer shall Schedules hereto or any other Closing Document, the Purchaser does not assumeand will not assume or agree to pay, satisfy, discharge or perform, and shall not be deemed by anything contained in virtue of the execution and delivery of this Agreement or otherwise to have assumed any of the following Excluded Liabilities: (i) all Liabilities and obligations of the County under this Agreement; (ii) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closingother Closing Document, or Taxes resulting from cancellation as a result of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, the Closing or otherwise to have assumed, or to have agreed to pay, satisfy, discharge or perform any of the Excluded Liabilities. The term “Excluded Liabilities,” as used herein, shall mean any and all liabilities, debts, claims, obligations, taxes, expenses or damages, whether known or unknown, contingent or absolute, named or unnamed, disputed or undisputed, legal or equitable, determined or indeterminable, or liquidated or unliquidated (collectivelyany and all of the foregoing, “Transaction ExpensesLiabilities”)) that are not specifically Assumed Liabilities, including without limitationlimitation (i) any and all Excluded Employee Liabilities; (ii) any and all Excluded Taxes; (iii) any and all Liabilities of the Seller in respect of Excluded Contracts; (iv) other than the Payables, attorneys’any and all Liabilities that may arise or have arisen in connection with either (A) products manufactured or sold by the Seller prior to the Closing, accountants’ including warranty obligations and consultants’ feesrecalls or replacements requested or required by any competent Governmental Entity or otherwise deemed appropriate by mutual agreement of the Seller and the Purchaser or (B) Inventory manufactured prior to the Closing but sold after the Closing; (v) the excluded payables set forth on Schedule 3.2 (the “Excluded Payables”); (vi) any Transaction Expenses and Liabilities of the Seller in respect of indebtedness (whether absolute, finder’s feesaccrued, costs and expensescontingent, regardless fixed or otherwise, whether due or to become due) of when incurred; the Seller of any kind; (vii) any Liabilities arising from the termination of Contracts identified on Schedule 4.1(E)(5); (viii) any and all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect related to the Purchased equity interests of Seller, or warrants, options or other similar rights to purchase equity interests of Seller; (ix) any and all Liabilities arising from or related to the ownership or operation of the Assets occurring at any time before the Closing Date; and (ix) all other Liensincluding, Liabilities without limitation, relating to any infringement or demands misappropriation of the County arising out Intellectual Property Rights of any Person, death, harm or relating injury to an individual, or violation of any Legal Requirement, in each case, to the ownership, use extent arising from or related to the ownership or operation of the Assets before the Closing); (x) any Facility or its Wastewater Collection System future litigation that are not Assumed Liabilitiesarises from grievances between Seller and any third party; (xi) any and all Liabilities related to the BEACH Trial (as defined in Section 5.15); and (xii) any and all Liabilities of the Subsidiary.

Excluded Liabilities. (a) Except for as set forth in Section 1.4 above, (i) the Purchaser shall not assume any other liability or obligation of the Seller whatsoever (all such liabilities that are not Assumed Liabilities, the Buyer shall not assume, and shall not be deemed to have assumed by anything contained in this Agreement or otherwise, any Liability of the County whatsoever (the “Excluded Liabilities”). Without , and (ii) the Seller shall retain responsibility for all liabilities and obligations arising from the Seller’s operations (including operations of the Business) prior to the Closing, whether or not accrued and whether or not disclosed, including the Excluded Liabilities. (b) Specifically, and without in any way limiting the generality of the foregoingSection 1.5(a) (but subject to Section 1.4 in all respects), the Buyer Excluded Liabilities shall include any liabilities or obligations that are not assumeAssumed Liabilities, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of including the following Excluded Liabilitiesliabilities and obligations: (i) all Liabilities and obligations relating to, resulting from, or arising out of the County under this Agreementoperation of the Business prior to the Closing, including the Seller’s obligation to comply with all applicable Laws (including without limitation, ADA, FLSA (or related state wage and hour laws), ILSA, Environmental Laws and any administrative or civil fines or penalties for violations of Environmental Laws, or remediation or response costs for contamination) and any litigation, governmental proceeding or investigation arising as a result of events occurring or facts and circumstances arising or existing prior to the Closing; (ii) all Liabilities relating to, resulting from, or arising out of the operation and ownership acquisition, operation, occupancy, use, or control of the Purchased Assets Real Property prior to the Closing; (iii) all Liabilities relating to, resulting from, or demands for any Taxes in respect arising out of the Purchased Assets Release by the Seller of any Hazardous Material prior to the Closing including, for clarity, any such Release by the Seller that are due and payable for periods at occurred prior to Closing but is discovered after Closing, in each case with respect to the operation of the Business, the Real Property, or any other third-party real property where wastes generated in connection with the Business were disposed of prior to the Closing; (iv) all Liabilities for a period ending on the two (2) year anniversary of the Closing Date, with respect to Sold Homes, including, without limitation, relating to, resulting from, or demands arising out of any Liability product liability, warranty liability or demand similar claim for damage, loss, reimbursement, indemnity, repair, cost or expense (whether including with respect to Warranty Work), which arises out of or not assertedis based upon any express or implied representation, warranty, agreement or guaranty, or construction defect; (v) relating to, resulting from, or threatened arising out of any liability or pending Litigation relating obligation (including accounts payable, except to the Purchased Assets for extent included in the calculation of the Business’ Final Book Value) owed to or by the Seller or any period ending at or of their Affiliates prior to the Closing; (vvi) for all Liabilities Seller’s Taxes; (vii) for any Indebtedness; (viii) relating to, resulting from, or demands arising out of any work liability or Contract that were obligations (including accounts payable) owed to be performed the Partners or any Affiliate of the Seller; (ix) relating to, resulting from, or arising out of (A) any business of the Seller other than the Business or (B) any Excluded Asset; (x) relating to, resulting from, or arising out of any liabilities owed by the County at Seller to any current or former employee, manager, director, trustee, independent contractor or other service provider of the Seller or the Business (including any beneficiaries or dependents thereof) arising or accruing prior to the Closing or that relate to the period prior to the Closing, includingincluding any sale, without limitation“stay-around”, any warranty claims relating thereto; retention, change of control, severance (viincluding “double trigger” severance) all Liabilities or demandssimilar bonuses, including, without limitation, for any interest, penalties, late charges, prepayment charges amounts or termination fees relating to any Indebtedness outstanding compensation that will or may become payable as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation a result of the transactions contemplated hereby (collectivelywhether prior to, “Transaction Expenses”on or following the Closing), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viiixi) all Liabilities relating to, resulting from, or demands (contingent or otherwise) arising out of any Environmental Laws of the Company Benefit Plans, whether or not such liability or obligation arises prior to, on or following the Closing; (xii) of the Seller arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of the Seller; (xiii) relating to, resulting from or arising out of any claims by any holder or purported holder of equity securities in the Seller as a result of the transactions contemplated by this Agreement, other than any claims (i) relating to contamination events with respect the Purchaser’s failure to pay any portion of the Final Purchase Price pursuant to this Agreement, (ii) against the Purchaser or any of its Affiliates unrelated in any way to the Purchased Assets occurring at Seller or (iii) against the Purchaser arising under this Agreement or any time before the Closing DateAncillary Agreement; (xiv) listed on Schedule 1.5(b)(xiv); and (ixxv) all other Liensclaims, Liabilities actions, litigation and proceedings relating to, resulting from, or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed LiabilitiesExcluded Liability and all costs and expenses in connection therewith.

Excluded Liabilities. Except for the Assumed Liabilities, the It is understood and agreed that Buyer shall will not assume, and shall not be deemed Seller will therefore retain and discharge, and the Member will cause Seller to have assumed by anything contained in this Agreement so retain and discharge, when due or otherwise satisfy at or following the Closing, any direct or indirect debts, obligations or liabilities of Seller of any nature, whether absolute, accrued, contingent, liquidated or otherwise, any Liability of the County whatsoever and whether due or to become due, asserted or unasserted, known or unknown (each, a “Liability” and collectively, “Liabilities”) not specifically assumed by Buyer pursuant to Section 2.3, including those Liabilities set forth below (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities:): (ia) all Liabilities and obligations of relating to the County under this Agreement; (ii) Excluded Assets, including all Liabilities arising out of, or relating to, the Employee Benefit Plans and any contract, lease, instrument or other agreement (verbal or written) not included in the Assets; (b) Liabilities relating to any Litigation arising out of Seller’s operation of the operation and ownership of Business or in any way related to the Purchased Business or the Assets prior to the Closing; (iiic) all Liabilities relating to indebtedness for borrowed money by Seller; (d) Liabilities relating to loans, payables or demands other Liabilities owing to the Member or any employee or principal of Seller or the Member; (e) Liabilities relating to any Taxes imposed on, collected by or withheld with respect to, or in any way related to Seller, the Member, the Business, the Assets for any Taxes in respect of the Purchased Assets that are due and payable for periods at period on or prior to the ClosingClosing Date or arising out of or in connection with the transactions contemplated herein; (ivf) Liabilities related to Seller Group transaction fees and expenses contemplated in Section 5.8; (g) all Liabilities or demands arising out claims of any Liability or demand (whether or not asserted) or threatened or pending Litigation third parties relating to the Purchased Assets for any period ending at Seller’s ownership or use of Seller’s Intellectual Property relating to periods on or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expensesClosing Date, regardless of when incurredthey arise; (viiih) any undisclosed Liability of Seller; (i) all of the Liabilities based upon, relating to or demands (contingent or otherwise) arising out of any Environmental Laws relating Seller’s operations or conduct of the Business prior to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date, regardless of when they arise; and (ixj) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System Seller that are not Assumed Liabilities.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary herein or in any Schedule hereto, the Buyer Purchaser shall not assume, and shall not be deemed to have assumed by anything contained in this Agreement or otherwise, any Liability of the County whatsoever (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed assume any of the following liabilities, obligations or commitments of Seller, whether arising before, on or after the Closing Date (or, in the case of the German Business, whether arising before, on or after the German Closing Date) (the "Excluded Liabilities:"): (i) all Liabilities All liabilities of Seller for borrowed money and obligations of the County under this Agreementcapital lease obligations; (ii) all Liabilities arising out All intercompany liabilities or obligations of the operation and ownership of the Purchased Assets prior to the Closingany kind; (iii) all Liabilities Any liability or demands obligation of Seller for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the ClosingTaxes; (iv) all Liabilities All liabilities for checks which have been written for the account of Seller and which have not been cashed, cleared or demands arising out otherwise settled on or before the Closing Date (or, in the case of any Liability the German Business, on or demand (whether or not asserted) or threatened or pending Litigation relating to before the Purchased Assets for any period ending at or prior to the ClosingGerman Closing Date); (v) all Liabilities any liability or demands arising out obligation to present or past employees of any work the Business with respect to Seller's Employee Benefit Plans established or Contract that were existing on or prior to be performed by Closing (or, in the County at case of the German Business, on or prior to the German Closing) (whether or not such liabilities are accrued or payable at Closing (or the German Closing, includingas the case may be), without limitationand whether or not such liabilities are contingent in nature and regardless when such claims arise or are filed), including any warranty claims relating theretocurrent or future liabilities to employees retiring on, before, or after Closing (or the German Closing, as the case may be), and their dependents, except to the extent constituting an Assumed Accrued Liability under Section 2.2(a)(iv); (vi) all Liabilities any liability or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges obligation to present or termination fees relating to any Indebtedness outstanding as past employees of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or Business other enforcement action by than the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the ClosingTransferred Employees; (vii) all Liabilities or demands for fees, costs or expenses incurred by any obligation under Contracts other than the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurredAssumed Contracts; (viii) all Liabilities any liability or demands (contingent or otherwise) arising out of any Environmental Laws obligation relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; andan Excluded Asset; (ix) all other Liens, Liabilities All liabilities and obligations of Seller under this Agreement and the Ancillary Agreements; (x) Any liability or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilities.obligation set forth on Schedule 2.2(b)(x); and

Excluded Liabilities. Except for the Assumed LiabilitiesBuyer does not assume or agree to pay, the Buyer shall not assumesatisfy, discharge or perform, and shall not be deemed to have assumed by anything contained in virtue of the execution and delivery of this Agreement or otherwiseany document delivered in connection with this Agreement, any Liability or as a result of the County whatsoever consummation of the transactions contemplated by this Agreement or otherwise to have assumed, or to have agreed to pay, satisfy, discharge or perform any liabilities or obligations of Seller or Employer other than the Assumed Liabilities (all such liabilities and obligations not assumed by Buyer referred to herein as the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed assume any of the following Excluded Liabilitiesfollowing: (ia) all Liabilities and obligations any liability or obligation relating to, arising out of or incurred in connection with the County under this AgreementExcluded Assets, whether before, on or after the Closing; (iib) all Liabilities if the Bellows Falls Option has been exercised and the transactions contemplated by the Bellows Falls Option Agreement have been consummated prior to the Closing, any liability or obligation arising in connection with the Bellows Falls Project (other than under the Bellows Falls Option Agreement and the Bellows Falls Agreements); (c) any liability or obligation listed in Schedule 3.2(c); (d) any accounts payable arising prior to the Closing Date (whether invoiced prior to, on or after the Closing Date); (e) any liability or obligation to or with respect to any employee or former employee or to or with respect to an employee benefit plan, program, policy or arrangement, except to the extent assumed by Buyer pursuant to Section 10.3; (f) any liability or obligation arising from the performance prior to the Closing of the Assigned Contracts and the Leases relating to, arising out of the operation and ownership or incurred in connection with any breach of the Purchased Assets contract, breach of warranty, tort, infringement or violation of Law or other similar event or occurrence prior to the Closing; (iiig) all Liabilities any Indebtedness of Seller or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing;Employer; and (ivh) all Liabilities any liability or demands obligation (including any Environmental Costs and Liabilities) relating to, arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation operation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless Business or the ownership of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating the Transferred Assets prior to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens. For purposes of clarity, Liabilities or demands of the County arising out of or relating to the ownershipforegoing is not intended to, use or operation and shall not, relieve Buyer of any Facility of its liabilities or its Wastewater Collection System that are not Assumed Liabilitiesobligations hereunder or under any document delivered in connection with this Agreement.

Excluded Liabilities. Except for as expressly provided in Section 2.1.3, neither the Assumed Liabilities, Purchaser nor any of the Buyer Designated Purchasers shall not assume, and shall not assume (or be deemed to have assumed by anything contained in this Agreement or otherwise, assumed) at the Closing any Liability of the County whatsoever Liabilities of any Seller or its Affiliates, including the Excluded Employee Liabilities (collectively, the “Excluded Liabilities”), and for the avoidance of doubt, any Liability identified as an Excluded Liability shall not be an Assumed Liability. Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded LiabilitiesLiabilities include: (ia) all Liabilities and obligations Indebtedness of the County under this AgreementSellers and their Affiliates; (iib) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the ClosingContracts that are not Assigned Contracts; (iiic) other than as specifically set forth herein, all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County extent arising out of or relating to the Excluded Assets or the operation by the Sellers of any business other than the 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 of the Sellers prior to the Closing Date, or the ownership, use possession, use, operation or operation sale or other disposition prior to the Closing Date of the Assets (or any other assets, properties, rights or interests associated, at any time prior to the Closing Date, with the Business of the Sellers) including any liability with respect to Cure Costs payable by the Sellers pursuant to Section 2.1.7; (e) other than as specifically set forth herein, litigation, including without limitation the matters set forth in Section 4.6 of the Sellers Disclosure Schedule, and related claims and Liabilities (including Environmental Liabilities and Claims) or any other claims against any Seller of any Facility kind or its Wastewater Collection System 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) other than as specifically set forth in Section 5.19, 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 or their Affiliates, including, in each case, intercompany payables; (h) all fees or commissions of any brokers, funds or investment banks in connection with the transactions contemplated by this Agreement and the other Transaction Documents other than the EMEA Asset Sale Agreement or the documentation ancillary thereto based upon arrangements made by or on behalf of the Sellers or any of their Affiliates; it being understood, however, that the Purchaser shall not assume any similar fees in connection with the EMEA Asset Sale Agreement or the documentation ancillary thereto; (i) 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; (j) all obligations to provide continuation coverage pursuant to COBRA or any similar Law to any Person who has been employed in the Acquired Business and who does not Assumed Liabilitiesbecome a Transferred Employee; (k) except as provided in Section 2.1.3(h), all Liabilities or other obligations arising from the Seller Employee Plans; (l) any Liability of the Sellers or any ERISA Affiliate under Title IV of ERISA; (m) except as provided in Section 2.1.3(h), any pension or retirement Liability of the Sellers or any ERISA Affiliate; and (n) all Liabilities of the Sellers arising under this Agreement and the Ancillary Agreements; and (o) all Liabilities arising from the Amended and Restated Settlement Agreement (the “Settlement Agreement”) dated March 30, 2010 among NNC, NNL and their various Affiliates, Ernst & Young, Inc., the Former Employees Representative, S▇▇ ▇▇▇▇▇▇▇ (the “LTD Representative”), K▇▇▇▇▇ ▇▇▇▇▇▇ LLP (the “Representative Counsel”) and the CAW-Canada.

Excluded Liabilities. Except for (1) Excluded from the Assumed liabilities to be assumed by Signal hereunder (collectively the "Excluded Liabilities") are all debts, claims, obligations, contracts, purchase orders, sale orders, commitments, and liabilities of any kind, character or description whether accrued, absolute, or contingent (whether known or unknown): a. listed on Schedule B; b. that arise prior to March 31, 2001, provided that if any claim involves product shipped or services performed ( a "Warranty Claim"), then only i) to the extent that such Warranty Claim relates to product shipped or services performed, in each case in their entirety, prior to February 17, 2000; ii) which Warranty Claims are based solely upon any action or inaction taken or not taken by LogiMetrics; iii) where the cost ("Direct Factory Cost" as defined below) to repair hardware (i.e., the Buyer shall not assume, and shall not be deemed approximate cost of economical repair) subject to have assumed by anything contained in this Agreement or otherwise, any Liability of the County whatsoever Warranty Claim (the “Excluded Liabilities”"hardware") in question exceeds seventy percent (70%) the replacement cost of a new item; or c. relating to any environmental claim with respect to any real estate owned and/or leased by LogiMetrics prior to February 17, 2000, ERISA (as defined herein) or other employee-related (including, without limitation, hiring, termination and retirement) matters, or claims relating to Taxes (as defined herein). Without limiting , in each case to the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities: (i) all Liabilities and obligations of the County under this Agreement; (ii) all Liabilities extent arising out of the operation and ownership of the Purchased Assets TWTA Business prior to the Closing;February 17, 2000. (iii2) all Direct Factory Cost shall be defined as the direct and indirect costs of repairing the hardware subject to the Warranty Claim, excluding Selling, General and Administrative Expense, and Profit (as defined herein). (3) Selling, General, and Administrative Expense and Profit shall be defined in accordance with Generally Accepted Accounting Principles consistently applied and in accordance with Signal's past practices. (4) For the purposes of Paragraph B(1) of Section II, a claim shall be deemed to arise upon the receipt by either LogiMetrics or Signal of a written notification by a third party asserting a claim. (5) For the purposes of Paragraph B(1)(c) of Section II: a. Excluded Liabilities include any severance or demands for any Taxes in respect like payments owing to employees of the Purchased Assets that are due and payable for periods at or TWTA Business whose employment LogiMetrics terminated either prior to the Closingor after February 17, 2000; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilities.

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer shall not assume, assume and shall not be deemed responsible to have assumed by anything contained in this Agreement pay, perform or otherwise, any Liability of the County whatsoever (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed discharge any of the following liabilities or obligations of Seller which shall be and remain liabilities of Seller for which Seller shall remain responsible (collectively, the Excluded Liabilities:): (i) all Liabilities and obligations trade accounts payable of Seller to third parties in connection with the Business that remain unpaid as of the County under this AgreementClosing Date; (ii) all Liabilities liabilities and obligations arising out under or relating to the Assigned Contracts (other than those to which Buyer or any of the operation and ownership of the Purchased Assets its Affiliates is a counterparty) prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; Excluded Assets; (iv) all Liabilities any liabilities or demands obligations relating to or arising out of the except as otherwise expressly provided in Section 6.4(c) or as are specifically included among the Assumed Liabilities, any Liability liabilities or demand obligations (whether direct or not assertedas a result of transferee liability, joint and several liability, contractual liability, or otherwise) or threatened or pending Litigation for (A) Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any taxable period ending at on or prior to the ClosingClosing Date (whether payable on, after, or before the Closing Date), (B) any other Taxes of Seller not relating to the Business, the Purchased Assets or the Assumed Liabilities for any taxable period, and (C) any liabilities or obligations relating to or arising out of a recapture of any portion of any Cash Grant that was claimed with respect to the Business or the Purchased Assets (whether such recapture is caused by the transactions contemplated by the Transaction Documents or otherwise); (v) all Liabilities liabilities arising under Environmental Rules or demands arising out Environmental Approvals as a result of any work acts or Contract that were to be performed by the County at omissions of Seller or its Affiliates occurring prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased AssetsClosing Date, whether discovered before or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before after the Closing Date; and (ixvi) all Schedule 2.1(d)(viivi). any liabilities and obligations of Seller set forth on For the avoidance of doubt, the Excluded Liabilities do not include liabilities for which Buyer is liable under the Site Lease, the Power Purchase Agreement, the Gas Supply Agreement, any Contracts relating to supplemental power and interconnection to which Buyer is a counterparty, and other Liens, Liabilities or demands of the County arising out of or Contract relating to the ownership, use or operation Project to which Buyer is a counterpartyor any of its Affiliates is liable under any Facility or its Wastewater Collection System that are not Assumed LiabilitiesBuyer Project Agreement.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilities, the Buyer shall not assume, and shall not be deemed to have assumed by anything contained contrary in this Agreement or any Ancillary Agreement and regardless of whether such Liability is disclosed in the Disclosure Schedules or otherwise, Purchaser shall not assume or in any Liability way become liable for any Liabilities (other than the Assumed Liabilities) of a Seller Group Member or any Liabilities relating to or arising out of the County whatsoever Acquired Regulatory Approvals and/or the Acquired Assets, regardless of when or by whom asserted (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilitiesincluding: (i) all Liabilities arising from Seller’s activities occurring prior to or on (A) the Closing Date and obligations of relating to or in connection with the County under this AgreementAcquired Assets and Licensed Intellectual Property or (B) the Option Closing and relating to or in connection with the Acquired Regulatory Approvals; (ii) all Liabilities arising out with respect to any of the operation Excluded Assets and ownership of the Purchased Assets prior any Inventory pursuant to the ClosingSection 5.2; (iii) all Liabilities for Product Claims with respect to Products sold by or demands for on behalf of Seller, including the Seller Group Members, and any Taxes in respect of related Proceeding, whether arising prior to, on or after the Purchased Assets that are due and payable for periods at or prior to the ClosingOption Closing Date; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as return (including any return based on breach of the Closingwarranty) of, or Taxes resulting from cancellation any credit, discount, refund, chargeback, adjustment, allowance, rebate, incentive or exchange in respect of such IndebtednessProduct sales by Seller whether prior to, and all Liabilities relating to any arbitrage rebate liability, audit, examination on or other enforcement action by after the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Option Closing Date; and (ixv) Seller’s Liabilities under this Agreement (including Post-Closing Commitments) and/or the Ancillary Agreements. For purposes of this Section 2.2, “Seller” shall be deemed to include all other Liens, Liabilities or demands Affiliates of the County arising out of or relating Seller and any predecessors to the ownership, use or Seller and any Person with respect to which Seller is a successor-in-interest (including by operation of any Facility Law, merger, liquidation, consolidation, assignment, assumption or its Wastewater Collection System that are not Assumed Liabilitiesotherwise).

Excluded Liabilities. Except Notwithstanding anything to the contrary set forth in this Agreement, except for the Assumed Liabilities, the Buyer Sellers shall not assumetransfer at Closing any liability for any contracts, and shall not be deemed to have assumed by anything contained in this Agreement agreements, commitments or otherwise, any Liability liabilities of the County whatsoever Sellers or any SanDisk Party whatsoever, including any of the following (collectively, the “Excluded Liabilities”). Without limiting , which Excluded Liabilities shall be retained by the generality of Sellers and/or the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded LiabilitiesSanDisk Parties as applicable: (ia) all Liabilities and obligations of the County under this Agreement; (ii) all Liabilities any liability relating to, arising out of the operation and ownership of or incurred in connection with the Purchased Assets Assets, or use, operation or possession thereof, prior to the Closing;; and (iiib) all Liabilities any trade accounts payable, accrued liability or demands for any Taxes in respect other liability of the Purchased Assets that Sellers as of the Closing whether or not such amounts are due and known or payable for periods at on or prior to the Closing; (ivc) all Liabilities except as expressly provided for in Sections 3.1(a) and 3.7 below, any Taxes or demands similar charges that may become payable in any jurisdiction by the Sellers by reason of the sale and transfer of the Purchased Assets pursuant hereto, or arising from or relating to Sellers’ receipt of the FP Purchase Price or FA Purchase Price (or relief from any Assumed Liability); and (d) any liability relating to, arising out of or incurred in connection with any final nonappealable decision arising out of any Liability suit, litigation, arbitration or demand administrative proceeding before any Governmental Authority (whether or not assertedall “Actions”) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities Closing or demands arising out initiated after the Closing but based in whole or part on an act or omission of any work or Contract a Seller, * Indicates that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, certain information contained herein has been omitted and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection filed separately with the preparation Securities and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. or any current or former officer, director, employee or agent of a Seller or the use, operation or possession of the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating prior to the ownership, use or operation date of any Facility or its Wastewater Collection System that are not Assumed Liabilitiesthis Agreement.

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer Purchaser shall not assume, and shall have no liability or obligation for any other Liabilities of the Sellers including, without limitation (except to the extent included in the Assumed Liabilities) any Liability arising out of, or related to, any (i) employee of the Sellers (other than pursuant to Section 2.3(a)(iv) above), including any Liability with respect to any key employee retention plans; (ii) any severance payable to any employee of the Business (other than any such person who accepts employment with the Purchaser); (iii) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including without limitation, any accrued professional fees and expenses of the Sellers’ attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (iv) Liabilities arising under any and all Contracts of the Sellers which are not be deemed Assigned Contracts; (v) Liabilities to have assumed the extent relating to the Excluded Assets; (vi) except as set forth in Section 2.3, Liabilities for any capital leases or indebtedness for borrowed money of any kind or nature; (vii) any royalties related to any period of time prior to the Petition Date; (viii) any income Taxes of any kind or nature; (ix) intercompany payables, intercompany loans or other intercompany liabilities of any kind or nature; (x) any pre-Closing litigation, claim or assessment, breach of contract, breach of warranty, tort, infringement, violation of law or environmental matters arising from circumstances or events prior to the Closing Date, in each case, of any kind or nature and whether related to the Business or otherwise and regardless of when commenced; or (xi) any Liabilities arising out of or related to any outstanding checks or other cash payments (whether paid by anything contained in this Agreement check, wire transfer or otherwise) issued, made or drawn on any Liability bank or other deposit accounts of the County whatsoever Sellers at any time, including any Liabilities with respect to cash overdrafts on such accounts (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities: (i) all Liabilities and obligations of the County under this Agreement; (ii) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilities.

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer shall not assume, and shall not be deemed to have assumed by anything contained as specifically set forth in this Agreement Agreement, Wonderware does not assume or otherwise, accept any Liability of the County whatsoever (the “Excluded Liabilities”)Seller's liabilities. Without limiting the generality of the foregoing, the Buyer Wonderware shall not assume, and shall not be deemed by anything contained in this Agreement assume or otherwise to have assumed accept any of the following liabilities (the "Excluded Liabilities:"): (ia) all Liabilities and obligations for taxes, whether federal, state, local or foreign or assessments of any kind, including interest, additions to tax or penalties applicable thereto with respect to the operation of the County under this AgreementQI Analyst Business prior to the Closing Date; (iib) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability transactions between Seller and any employee or demand shareholder of Seller, or any person or entity affiliated with such employee or shareholder (whether or not asserted) or threatened or pending Litigation relating except to the Purchased Assets for any period ending at or prior to the Closingextent it is an Assigned Contract); (vc) all Liabilities or demands arising out of any work performance, nonperformance or Contract that were to be performed by improper performance of the County at or Assigned Contracts prior to the ClosingClosing Date, including any royalties and commissions payable on sales made prior to the Closing Date; (d) for warranty claims made after the Closing Date for service, repair, replacement and similar work with respect to Assets sold, licensed or leased or services provided prior to the Closing Date; (e) for product liabilities arising with respect to Assets sold, licensed or leased or services provided prior to the Closing Date, whether arising in tort or in contract including, without limitation, claims based on defective products, claims for product support, and any claims based on any warranty claims relating theretoor guaranty, whether express or implied; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwisef) arising out of any Environmental Laws relating to contamination events with respect alleged damage to the Purchased Assets occurring at environment or any time before liability for environmental cleanup costs arising out of occurrences, circumstances or actions commencing or in existence prior to the Closing Date; (g) for any judicial or administrative action, suit, proceeding or investigation, pending or threatened on, or based on events occurring prior to, the Closing Date, relating to Seller, its shareholders or the Assets; (h) for noncompliance with or violations of any law, rule, regulation, statute, ordinance, permit, judgment, injunction, order, decree, license or other governmental authorization or approval prior to the Closing Date applicable to Seller, the QI Analyst Business or the Assets; (i) for any agreements, contracts or arrangements entered into prior to the Closing Date with Seller's employees (except to the extent any such agreement is an Assigned Contract); (j) arising out of or related to any Excluded Contracts either before or after the Closing Date, except as specifically set forth herein; (k) for any notes payable or other obligations of Seller occurring prior to the Closing Date (except to the extent any such note or other obligation is an Assigned Contract); and (ixl) all other Liens, Liabilities or demands for any trade liabilities of the County arising out of or relating Seller (except to the ownership, use or operation of extent any Facility or its Wastewater Collection System that are not Assumed Liabilitiessuch trade liability is an Assigned Contract).

Excluded Liabilities. Except Notwithstanding any other provision of -------------------- this Agreement, except for the Assumed LiabilitiesLiabilities expressly specified in Section 2.2, the Buyer shall not assume, and shall not or otherwise be deemed to have assumed by anything contained in this Agreement or otherwiseresponsible for, any Liability Liabilities of Seller or drDrew, whether liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the County whatsoever date hereof (the “"Excluded Liabilities”"). Without limiting the generality of the foregoing, the Buyer shall not assumewhich Excluded Liabilities include, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilitieswithout limitation: (a) Any Liability to or in respect of any employees or former employees of drDrew including without limitation (i) all Liabilities any employment agreement, whether or not written, between drDrew and obligations of the County under this Agreement; any person, (ii) all any Liability under any Employee Plan at any time maintained, contributed to or required to be contributed to by or with respect to drDrew or under which Seller, as assignee, or drDrew may incur Liability, or any contributions, benefits or Liabilities arising out therefor, or any Liability with respect to Seller's withdrawal or partial withdrawal from or termination of the operation any Employee Plan and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities any claim of an unfair labor practice, or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at claim under any state unemployment compensation or worker's compensation law or regulation or under any federal or state employment discrimination law or regulation, which shall have been asserted on or prior to the Closing; (iv) all Liabilities Closing Date or demands arising out of any Liability is based on acts or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at omissions which occurred on or prior to the ClosingClosing Date; (vb) all Liabilities or demands arising out Any Liability of Seller in respect of any work Tax; (c) Any Liability arising from any injury to or Contract that were death of any person or damage to be or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products manufactured or from services performed by the County at or on behalf of Seller or any other person or entity on or prior to the Closing, including, without limitation, any warranty claims relating theretoClosing Date; (vid) all Liabilities Any Liability of Seller arising out of or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating related to any Indebtedness outstanding as of the Closing, Action against Seller or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of Action which adversely affects the Purchased Assets, whether Assets and which shall have been asserted on or not such Indebtedness is outstanding as prior to the Closing Date or to the extent the basis of which shall have arisen on or prior to the ClosingClosing Date; (viie) all Liabilities Any Liability of Seller resulting from entering into, performing its obligations pursuant to or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of consummating the transactions contemplated hereby by, this Agreement (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless limitation any Liability of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating Seller pursuant to contamination events with respect to the Purchased Assets occurring at any time before the Closing DateArticle X hereof); and (ixf) all other Liens, Liabilities or demands of the County arising out of or relating Any Liability related to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed LiabilitiesFormer Facility.

Excluded Liabilities. Except for Notwithstanding anything contained herein to the Assumed Liabilitiescontrary, the Buyer shall not assumeassume or cause to be assumed, and shall not or be deemed to have assumed by anything contained in this Agreement and shall not be liable or otherwiseresponsible to pay, perform or discharge any Liability liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or after the date hereof) of the County whatsoever Seller or any of its Subsidiaries, other than Assumed Liabilities (such liabilities or obligations that are not Assumed Liabilities, collectively, the “Excluded Liabilities”). Without limiting ) including by way of illustration and not limitation: (a) any liability to the generality extent relating to or based on events or conditions occurring or existing or arising out of, the Joe’s Business operated prior to the Closing Date (or, in the case of the foregoingDelayed Transfer Liabilities, prior to the Buyer shall not assumeDelayed Transfer Date), or 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 Joe’s Business) (or, in the case of the Delayed Transfer Assets, prior to the Delayed Transfer Date); (b) any liabilities or obligations for Taxes for which Seller is liable pursuant to Section 6.08 and shall not be deemed by anything contained in this Agreement Section 6.09; (c) any amounts due to Affiliates of Seller (other than the Seller Subsidiaries); (d) any indebtedness for borrowed money, bank loans or otherwise facilities or any other debt instruments; (e) any obligations or liabilities related to have assumed any litigation involving Seller or any of the following Seller Subsidiaries relating to the Joe’s Business to the extent related to periods prior to the Closing Date (or, in the case of Delayed Transfer Liabilities, to the extent related to periods prior to the Delayed Transfer Date); (f) 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, in the case of Delayed Transfer Liabilities, to the extent related to periods prior to the Delayed Transfer Date); (g) any liabilities of Seller to any current or former stockholder in respect of such stockholder’s equity interest in Seller; (h) any liabilities or obligations arising under Excluded Liabilities:Assets; (i) all Liabilities any liabilities or obligations arising out of (i) any Laws or claims respecting employment and obligations employment practices, including those related to discrimination, wrongful discharge and harassment, equal opportunity, unfair labor practice, wages and hours, any claims for wages or other benefits including bonuses, commissions, accrued vacation, workers’ compensation, severance, retention, termination or other payments, and incorrect classification of the County under this Agreement; any individual as an independent contractor or violation of any agreement; (ii) all Liabilities arising out Seller Benefit Plans; (iii) employment, or termination of the operation and ownership employment, of the Purchased Assets any Joe’s Employee prior to the Closing; Closing Date (iii) all Liabilities or demands for any Taxes in or, solely with respect of the Purchased Assets to Joe’s Employees that are due and payable for periods located at or Covered Real Property operated pursuant to a Seller Lease that is a Delayed Transfer Asset, prior to the Closing; Delayed Transfer Date); (iv) all Liabilities or demands arising out workers’ compensation claims of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating Joe’s Employee, in each instance to the Purchased Assets for any period ending at or extent related to events occurring prior to the Closing; Closing Date (v) all Liabilities or demands arising out of any work or Contract or, solely with respect to Joe’s Employees that were are located at Covered Real Property operated pursuant to be performed by the County at or a Seller Lease that is a Delayed Transfer Asset, prior to the ClosingDelayed Transfer Date), including, without limitation, any warranty claims relating thereto;in each case under clauses (i) — (iv) above; or (vij) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred payable by the County Seller or any Affiliate of Seller in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectivelyby this Agreement, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilitiesthan as specifically set forth herein.

Excluded Liabilities. Except for Notwithstanding the Assumed Liabilitiesprovisions of Section 2.03 or any other provision in this Agreement, the Buyer does not hereby and shall not assume, assume and shall not be deemed responsible to have assumed by anything contained in this Agreement pay, perform or otherwise, discharge any Liability Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the County whatsoever Assumed Liabilities (the “Excluded Liabilities”). Seller shall (and the Stockholders shall cause Seller to), cause each of its Affiliates to pay, and pay and satisfy as and when due all Excluded Liabilities which each is respectively obligated to pay and satisfy. Without limiting the generality of the foregoing, the Buyer Excluded Liabilities shall not assumeinclude, and but shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of limited to, the following Excluded LiabilitiesLiabilities of Seller or any Stockholders or any Affiliate: (ia) all Liabilities and obligations of the County under this Agreement; (ii) all any Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation negotiation, preparation, investigation and negotiation performance of this Agreement Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including the fees and expenses of counsel, accountants, consultants, advisers and others; (b) any Liability for (i) Taxes of or relating to the Business for any period or the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (ii) Taxes that arise out of the consummation of the transactions contemplated hereby by this Agreement or that are the responsibility of Seller pursuant to Section 6.08; or (collectively, “Transaction Expenses”iii) other Taxes of any kind or description (including any Liability for Taxes that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viiic) all any Liabilities relating to or demands (contingent or otherwise) arising out of the Excluded Assets; (d) any Environmental Laws Liabilities in respect of any pending or threatened Action arising out of, relating to contamination events with or otherwise in respect to of the operation of the Business or the Purchased Assets occurring to the extent such Action relates to such operation on or prior to the Closing Date; (e) any product Liability or similar claim for injury to a Person or property regardless of the basis therefore and whether or not such claim 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 before the Closing Date; andmanufactured or sold or any service performed by Seller; (ixf) all any Liabilities arising under or in connection with any Benefit Plan providing benefits to any present or former employee of Seller; (g) any Liabilities for any present or former employees, officers, directors, retirees, independent contractors or consultants of Seller, including any Liabilities associated with any claims for wages or other Liensbenefits, commissions, bonuses, expense reimbursement, paid sick leave, accrued vacation or other paid time off, workers’ compensation, severance, retention, termination or other payments; (h) any Environmental Claims, or Liabilities or demands of under Environmental Laws, to the County extent arising out of or relating to facts, circumstances or conditions existing on or prior to the ownership, use Closing Date or operation otherwise to the extent arising out of any Facility actions or its Wastewater Collection System omissions of Seller; (i) any trade accounts payable (i) to the extent not accounted for on the Balance Sheet; (ii) which constitute intercompany payables owing to Affiliates of Seller; (iii) which constitute debt, loans or credit facilities to financial institutions; or (iv) which did not arise in the ordinary course of the Business; (j) any Liabilities relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets issued by Sellers’ customers to Seller on or before the Closing Date; (ii) did not arise in the ordinary course of the Business; or (iii) are not Assumed validly and effectively assigned to Buyer pursuant to this Agreement; (k) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 7.03 as Seller Indemnitees; (l) any Liabilities under any other Contract, including Intellectual Property Agreements, (i) which are not validly and effectively assigned to Buyer pursuant to this Agreement; (ii) which do not conform to the representations and warranties with respect thereto contained in this Agreement; or (iii) to the extent such Liabilities arise out of or relate to a breach by Seller of such Contracts prior to the Closing Date; (m) any Liabilities associated with debt, loans or credit facilities of Seller and/or the Business owing to financial institutions; and (n) any Liabilities arising out of, in respect of or in connection with the failure by Seller or any of its Affiliates to comply with any Law or Governmental Order. (o) all Liabilities with respect to the Business arising from Seller’s or any member’s (or their respective agents’ and representatives’) violation of or non-compliance with Data Laws relating to (A) the creation, publication, or dissemination of, or compliance with (or the failure to, in accordance with such applicable U.S. federal or state or foreign Law concerning data privacy and security, including, (A) the Regulation EU 2016/679 General Data Protection Regulation, as amended, and (B) and the California Consumer Privacy Act of 2018, relating to data collection, storage, use, further Processing, privacy, protection, security or transfer of any Personal Data (collectively, “Data Laws”), create, publish, disseminate or comply with), a privacy policy and/or (B) the sale, assignment or transfer of any Personal Data (collectively, the “Data Privacy Liabilities”).

Excluded Liabilities. Except for the Assumed Liabilities, Sellers retain indefinitely all Liabilities directly or indirectly arising out of or related to the Buyer shall not assume, and shall not be deemed to have assumed by anything contained in this Agreement or otherwise, any Liability operation of the County whatsoever Business prior to the Closing Date (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoingpreceding sentence, the Buyer Purchasers shall not assume, and shall not be deemed by anything contained in this Agreement assume or otherwise to have assumed any of the following Excluded Liabilities: (i) all Liabilities and obligations of the County under this Agreement; (ii) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands become liable for any Taxes in respect obligations or Liabilities of Sellers other than the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the ClosingAssumed Liabilities, including, without limitation, the following: (a) any warranty claims relating theretoExcluded Taxes; (vib) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as Liability of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County Sellers arising out of or relating to the ownershipexecution, use delivery or operation performance of this Agreement or any of the Seller Agreements; (c) any Liability relating to any Excluded Asset; (d) any Liability relating to any Benefit Plans; (e) any Liability to any employee, agent, or independent contractor of Sellers, whether or not employed by any Purchaser after the Closing Date, arising prior to the Closing Date or resulting from Sellers’ consummation of the transactions contemplated by this Agreement other than Liabilities relating to or arising out of Purchaser’s employee selection and employment offer process; provided, that Purchasers shall not assume any severance or unemployment compensation Liabilities owing to any employee of Sellers as a result of the cessation of employment with any Seller (other than any compensation or benefits owned pursuant to the WARN Act, for which Purchasers shall be jointly and severally liable); and (f) any Liability related to the failure of any Facility reimbursement claim submitted to the Government Programs by Sellers for services rendered by the Business prior to the Closing Date to meet required statutory and regulatory requirements of such Government Programs or its Wastewater Collection System any actual or alleged violation by Sellers prior to the Closing of any Health Care Laws, regardless of whether any such matter (A) represents a failure of any representation or warranty contained in this Agreement to be true and correct when made or deemed made, (B) represents a breach of any warranty, covenant or agreement of Sellers contained in this Agreement or (C) was disclosed to Purchasers in this Agreement or any Seller Agreement or otherwise. For purposes of this Section 1.4(f), such Liability shall include, but not be limited to, any amounts to be recouped by, or repaid to, the Government Programs as a result of such improperly submitted claims for reimbursement and/or those discovered as a result of audits conducted by recovery audit contractors, zone program integrity contractors, or similar investigative agencies on behalf of such Government Programs; provided, that are the Purchasers shall not Assumed Liabilitieshave the authority to settle such Liabilities in an aggregate amount in excess of $250,000 without the prior written consent of the Sellers, which consent shall not be unreasonably withheld or delayed; provided, further, that any such settlement permitted to be effected without the Sellers’ consent shall only be permitted if (A) there is no finding or admission of any violation of Law or any violation of the rights of any Person, and (B) the settlement solely consists of the repayment of money.

Excluded Liabilities. Except for Notwithstanding anything contained herein to the Assumed Liabilitiescontrary, the Buyer shall not assume, assume and shall not be deemed responsible to have assumed by anything contained in this Agreement pay, perform or otherwise, discharge any Liability of the County whatsoever following liabilities or obligations of Sellers (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities:): (ia) all Liabilities and any liabilities or obligations of the County under this Agreement; (ii) all Liabilities arising out of or relating to any Seller’s ownership or operation of the operation Business and ownership of the Purchased Assets prior to the ClosingClosing other than the Assumed Liabilities; (iiib) all Liabilities any liabilities or demands obligations to the extent relating to or arising out of the Excluded Assets; (c) any liabilities or obligations for any (i) Taxes in respect of relating to the Business, the Purchased Assets that are due or the Assumed Liabilities for any Pre-Closing Tax Period, including any income taxes, and payable (ii) any other Taxes of Sellers or any equity holders or Affiliates of any Seller (other than Taxes allocated to Buyer under Section 6.12 or Section 6.13) for periods at or prior to the Closingany taxable period; (ivd) all Liabilities except as specifically provided in Section 6.3, any liabilities or demands obligations of a Seller relating to or arising out of any Liability or demand (whether or not assertedi) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out termination of employment of any work or Contract that were to be performed by the County Employee at or prior to the Closing, including(ii) workers’ compensation claims of any Employee which relate to events occurring prior to the Closing, without limitation(iii) all discretionary Rentech Management Incentive Bonuses for 2016, which were accrued in the amount of $185,967, and for 2017, which were accrued through October 31, 2017 in the amount of $176,209 and which has been projected to be approximately $211,451 for all of calendar year 2017, and all Christmas Bonuses for 2017, which were accrued through October 31, 2017 in the amount of approximately $65,950, or (iv) the payment of any warranty claims relating theretoother bonus payable to any Employee upon the Closing; (vie) all Liabilities any costs or demandsexpenses of a Seller arising or incurred in connection with the negotiation, preparation, investigation or performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, for any interestfees and expenses of counsel, penaltiesaccountants, late chargesconsultants, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, advisers and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closingothers; (viif) all Liabilities any intercompany accounts payable between a Seller, on the one hand, and Rentech or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation an Affiliate of this Agreement and the consummation of the transactions contemplated hereby Rentech (collectively, “Transaction Expenses”other than a Seller), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to on the Purchased Assets occurring at any time before the Closing Dateother hand; and (ixg) all other Liens, Liabilities or demands any liabilities and obligations of a Seller set forth on Section 2.4(g) of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed LiabilitiesDisclosure Schedules.

Excluded Liabilities. Except Notwithstanding anything to the contrary contained in this Section 1.5 or elsewhere in this Agreement, the Purchaser shall not be subject to or otherwise be or become responsible at any time for any liabilities or obligations of the Selling Companies or their respective Affiliates (or otherwise relating to the Selling Companies, their respective Affiliates, the Applicable Businesses or the Transferred Assets) other than the Assumed Liabilities, including all the Buyer shall not assume, following liabilities and shall not be deemed to have assumed by anything contained in this Agreement or otherwise, any Liability obligations of the County whatsoever Selling Companies and their respective Affiliates (or otherwise relating to the Selling Companies, their respective Affiliates, the Applicable Businesses or the Transferred Assets) (collectively, the “Excluded Liabilities”). Without limiting the generality , which are not part of the foregoing, sale and purchase contemplated hereunder and which are excluded from the Buyer shall not assume, Assumed Liabilities and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any remain the obligation of the following Excluded Liabilitiesappropriate Selling Company after the Closing: (ia) all Liabilities liabilities and obligations of the County Selling Companies related to the Applicable Businesses solely with regard to or arising out of Repricing prior to the Closing under this Agreementthe Assumed Contracts; (iib) all Liabilities any liabilities or obligations arising out of any default or breach by any Selling Company prior to the operation and ownership Closing under any contract; (c) any liabilities or obligations arising out of the Purchased Assets any claim by a customer, supplier or vendor with respect to any product or service provided by or to each Selling Company prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ixd) all liabilities and other Liensobligations set forth on Schedule 1.5. The Selling Companies each, Liabilities or demands jointly and severally, covenant and agree to satisfy and discharge each of the County Excluded Liabilities as the same shall become due, whether arising out of or otherwise relating to to, if at all, facts, events or circumstances existing prior to, on or after the ownership, use Closing Date (unless otherwise specifically set forth in the Inbound Transition Services Agreement (as defined on the attached Schedule A) or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilitiesthe Outbound Transition Services Agreement (as defined on the attached Schedule A)).

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary in this Agreement, the Buyer shall not neither Oscient nor any of Oscient’s Affiliates will assume, and shall not be deemed to have assumed by anything contained in this Agreement or otherwisenor will they become responsible for, any Liability of the County whatsoever set forth hereafter (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities:): (ia) all Liabilities of Reliant and obligations of the County Reliant’s Affiliates arising under this Agreement; (ii) all Liabilities arising out of , the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities Other Agreements or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby or thereby; [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ b) all Liabilities required to be performed by Reliant under the Assigned Contracts and consultants’ fees, finderOrders prior to the Closing Date and any Liability for Reliant’s fees, costs and expenses, regardless of when incurredfailure to so perform such Liabilities; (viiic) all Liabilities or demands of Reliant under the Packaging Agreement not assumed by Oscient pursuant to the Packaging Agreement Assignment; (contingent or otherwised) all Liabilities of Reliant required to be performed by Reliant under the Settlement to the extent not assigned to Oscient; (e) all Liabilities of Reliant required to be performed by Reliant under the Ethypharm Agreement to the extent not transferred to Oscient pursuant to Section 2.3(c); (f) all Losses arising out of claims of third parties due to the marketing, promotion, use or sale of any Environmental Laws Product (whether or not defective) sold prior to the Closing Date by Reliant and all Losses arising out of claims of third parties due to or relating to contamination events with respect any voluntary or involuntary recall of the Product sold prior to the Purchased Assets occurring at Closing Date by Reliant; (g) all of Reliant Prorated Liabilities; (h) subject to Section 2.3 and Section 7.9, all rebates claimed or accrued by or under any time before Rebate Programs and Chargebacks received for Product prior to the Closing Date; and (ixi) subject to Section 2.3 and Section 7.7, all other Liensobligations for replacements of, Liabilities or demands of the County arising out of refunds for Product distributed or relating sold by Reliant prior to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed LiabilitiesClosing Date.

Excluded Liabilities. Except for the Assumed LiabilitiesOther than as specifically listed in Section 2.03 above, Buyer and Buyer Affiliates will assume no Liability whatsoever of Seller, whether or not arising from or related to Seller, the Buyer shall not assumeCPR Software Products, and shall not be deemed to have assumed by anything contained in this Agreement the Business or otherwise, any Liability of the County whatsoever Business Assets (the “Excluded Liabilities”), and Seller will fully pay, perform and discharge, as and when due, each such Excluded Liability. Without limiting the generality of the foregoing, the Buyer Excluded Liabilities shall not assumeinclude, and under no circumstances shall not Buyer be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities: (i) all Liabilities and obligations of the County under this Agreement; (ii) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of assume any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County Seller arising out of or relating to any of the ownershipfollowing: (a) any Debt; (b) any accounts payable existing as of the Effective Time for the period prior to the Effective Time; (c) any Liability for accrued compensation to any employee of Seller, including any and all Liabilities whatsoever arising in connection with any Employee Benefit Plan maintained by Seller; (d) any Taxes of any kind or character; (e) any Proceedings, whether or not listed on Schedule 4.06; (f) any Liability for infringement, misappropriation or unfair competition claims arising from CPR Software Products or any related product or service, created, sold, licensed, distributed or marketed by Seller prior to the Effective Time; provided, however, that any Liability for infringement, misappropriation or unfair competition claims arising from such CPR Software Products or any such related product or service after the Effective Time will not constitute an Excluded Liability to the extent resulting from any misuse, negligence, revision, modification, improper use or operation unauthorized use of such CPR Software Products or any such related product after the Effective Time; further, provided, however, that any unfair competition claims arising after the Effective Time resulting from any business practices of Buyer after the Effective Time will not constitute an Excluded Liability; or (g) any claims, choses in action, rights of recovery, rights of set-off of any Facility kind by any third party arising out of the Business or its Wastewater Collection System that are not Assumed Liabilitiesthe ownership of the Business Assets prior to the Effective Time.

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer shall not assume, and shall not be deemed to have assumed by Notwithstanding anything contained in this Agreement to the contrary, Purchaser No. 1 and Purchaser No. 2 shall not assume or otherwisebecome responsible for any claim, liability or obligation of any Liability nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise (a "Liability") of any of the County whatsoever (the “Excluded Liabilities”)Sellers except Assumed Liabilities No. 1 and Assumed Liabilities No. 2 that are specifically assumed by such party. Without limiting the generality of the foregoing, the Buyer following are included among the Liabilities of any of the Sellers which Purchaser No. 1 and Purchase No. 2 shall not assumeassume or become responsible for (unless specifically included as Assumed Liabilities No. 1 or Assumed Liabilities No. 2): (a) all Liabilities for any Taxes whether deferred or which have accrued or may accrue or become due and payable by any of the Sellers either prior to, on or after the Closing Date, including, without limitation, all Taxes and fees of a similar nature arising from the sale and transfer of Purchased Assets No. 1 and Purchased Assets No. 2 to Purchaser No. 1 and Purchaser No. 2, respectively; (b) all Liabilities and obligations to directors, officers, employees or agents of any of the Sellers, including, without limitation, all Liabilities and obligations for wages, salary, bonuses, commissions, vacation (provided that Sellers' employees that become employees of Purchaser No. 1 and/or Purchaser No. ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇nused vacation days for the current year during the remaining portion of the year as part of Purchaser No. 1's and/or Purchaser No. 2's own vacation program for its employees) or severance pay, profit sharing or pension benefits, and shall not all Liabilities and obligations arising under any bonus, commission, salary or compensation plans or arrangements, whether accruing prior to, on or after the Closing Date; (c) all Liabilities and obligations with respect to unemployment compensation claims and workmen's compensation claims and claims for race, age and sex discrimination or sexual harassment or for unfair labor practice based on or arising from occurrences, circumstances or events, or exposure to conditions, existing or occurring prior to the Closing Date and for which any claim may be deemed asserted by anything contained any of the Sellers' employees, prior to, on or after the Closing Date; (d) all Liabilities of any of the Sellers to third parties for personal injury or damage to property based on or arising from occurrences, circumstances or events, or exposure to conditions, existing or occurring prior to the Closing Date and for which any claim may be asserted by any third party prior to, on or after the Closing Date; (e) all Liabilities and obligations of any of the Sellers arising under or by virtue of federal or state environmental laws based on or arising from occurrences, circumstances or events, or exposure to conditions, existing or occurring prior to the Closing Date and for which any claim may be asserted prior to, on or after the Closing Date; (f) all Liabilities of any of the Sellers including any costs of attorneys' fees incurred in connection therewith, for litigation, claims, demands or governmental proceedings arising from occurrences, circumstances or events, or exposure to conditions occurring or existing prior to the Closing Date; (g) all Liabilities based on any theory of liability or product warranty with respect to any product manufactured or sold prior to the Closing Date and for which any claim may be asserted by any third party, prior to, on or after the Closing Date; (h) all attorneys' fees, accountants' or auditors' fees, and other costs and expenses incurred by any of the Sellers and/or any Shareholder and/or any Member in connection with the negotiation, preparation and performance of this Agreement or otherwise to have assumed any of the following Excluded Liabilities:transactions contemplated hereby; (i) all Liabilities and obligations of any of the County under this AgreementSellers in connection with the Excluded Assets; (iij) all any Liabilities arising out of any of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority Sellers with respect to any Indebtedness options, warrants, agreements or convertible or other rights to acquire shares of the County financing or refinancing its capital stock of any class and/or of its membership interests of any class, respectively; (k) any Liabilities of any of the Purchased AssetsSellers incurred incident to any indemnification for breach of any representations, whether warranties, covenants, or not such Indebtedness is outstanding as other agreements made by any of the ClosingSellers under any of the asset purchase, stock, reorganization, or other legal transaction(s) set forth in Disclosure Schedules 2.2(n) and/or 2.3(p); (viil) all any Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation any of the transactions contemplated hereby (collectivelySellers with respect to any loans or advances made by any Shareholder, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurredMember or any Affiliate to any Seller; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ixm) all other Liensdebts, Liabilities Liabilities, obligations, contracts and commitments (whether direct or demands of the County indirect, known or unknown, contingent or fixed, liquidated or unliquidated, and whether now or hereinafter arising) arising out of or relating to the ownership, operation or use or operation of any Facility of Purchased Assets No. 1 and/or Purchased Assets No. 2 on or prior to the Closing Date or the conduct of the Business No. 1 of the Sellers and/or Business No. 2 of the Sellers prior to the Closing Date, except only for the liabilities and obligations to be assumed or paid, performed or discharged by Purchaser No. 1 and/or Purchaser No. 2 constituting Assumed Liabilities No. 1 or Assumed Liabilities No. 2; (n) any Liabilities of any Seller incurred incident to the redemption of all the issued and outstanding shares of common stock of the Redeemed Shareholders or of the membership interest of the Redeemed Member. Each Seller shall pay all of its Wastewater Collection System liabilities not being assumed hereunder by Purchaser No. 1 or Purchaser No. 2 within the customary time for payment of such liabilities. It is the intent of the parties that are not Assumed Liabilitiesupon Closing, all employees of each Seller will be terminated by such parties and Purchaser No. 1 or Purchaser No. 2 will extend offers of employment to such individuals.

Excluded Liabilities. Except (i) Seller shall be responsible for the Assumed Liabilities, the Buyer shall not assume, and shall not be deemed to have assumed by anything contained in this Agreement or otherwise, any Liability payment of the County whatsoever following liabilities (the “Excluded Liabilities”). Without limiting ): (A) the generality Companies’ bonuses accrued as of the foregoing, Closing Date under the Buyer shall not assume, Companies’ annual bonus plan calculated in the ordinary course of business consistent with past practice and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any a manner consistent with the methodologies set forth on Schedule 2.2(c)(i)(A), (B) the Companies’ restructuring expenses accrued as of the following Excluded Liabilities:Closing Date, calculated in a manner consistent with the calculation of such amounts in the Financial Statements, and (iC) all Liabilities and obligations the amount of customer deposits by Sidley Austin held as of the County under this Agreement;Closing Date, to the extent that the services for which prepayment was made have yet to be performed, and (D) any customer discounts accrued as of the Closing Date, calculated in a manner consistent with the methodologies set forth on Schedule 2.2(c)(i)(D). (ii) all Liabilities arising out Seller shall pay to Buyer (or its designee) the amounts of the operation Excluded Liabilities set forth in Sections 2.2(c)(i)(B) and ownership of (C) above within five Business Days after the Purchased Assets prior to the Closing;Closing Date. (iii) all Liabilities or demands for any Taxes in respect Buyer shall deliver to Seller a calculation of the Purchased Assets amount of accrued bonuses calculated in accordance with Section 2.2(c)(i)(A) and of the amount of accrued customer discounts calculated in accordance with Section 2.2(c)(i)(D), together with reasonable detail supporting each such calculation, on or before the 30th day after the Closing Date (provided that are due such 30th day is not before November 30, 2004). Seller shall have 15 days to review such calculations and payable for periods at or prior raise objections if Seller believes that the amounts have not been calculated in accordance with Section 2.2(c)(i)(A) and Section 2.2(c)(i)(D), respectively. Any disputes with respect to the Closing;bonus or customer discount calculations shall be resolved in a manner consistent with the Neutral Auditor provisions set forth in Section 2.2(b)(iii). Seller shall pay to Buyer (or its designee) cash in the amounts of the Excluded Liabilities calculated as set forth in Sections 2.2(c)(i)(A) and (D) above within five Business Days after the end of such 15-day review period or, if Seller raises an objection within such period with respect to one or both calculations, within five Business Days after the resolution of the resulting dispute over such amount in accordance with the Neutral Auditor provisions. (iv) all Liabilities Seller’s payment to Buyer (or demands arising out of any Liability or demand (whether or not assertedits designee) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation amounts of such IndebtednessExcluded Liabilities calculated in accordance with this Section 2.2 shall discharge Seller’s responsibility therefor, and thereafter the Companies shall be solely responsible for the payment of all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Excluded Liabilities.

Excluded Liabilities. Except for At the Assumed LiabilitiesClosing, subject to Article IX of the Asset Purchase Agreement, neither the Company nor any Buyer shall not assumeParties shall, by the execution and shall not be deemed to have assumed by anything contained in performance of this Agreement or otherwise, any Liability assume, become responsible for or incur the following Liabilities of the County whatsoever Company (except to the extent such Liabilities constitute ▇▇▇▇▇▇▇▇ Company Liabilities), which Seller shall assume at the Closing and shall agree to pay, perform and discharge when due (collectively, the “Excluded Liabilities”). Without limiting ): (a) Except as provided in Section 6.5, and except if taken into account in the generality calculation of the foregoingActual True-Up Amount under the Asset Purchase Agreement, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement any Liabilities of Seller or otherwise to have assumed any of the following Excluded Liabilities: Seller Companies for Taxes (i) all Liabilities for any Pre-Closing Period, whether or not assessed or currently due and obligations payable, including any Taxes arising from the Business or the ownership, operation or use of the County under Landfill or the Company’s other assets or (ii) arising from making a §338(h)(10) Election; (b) Subject to the terms of Section 6.5, any Liabilities of Seller for expenses incurred in connection with the sale of the Interests pursuant to this Agreement; (iic) all Any inter-company payables between the Company and any Seller Company; (d) All Liabilities arising out of the operation for accounts payable and ownership of the Purchased Assets other current liabilities owed or accruing (as determined in accordance with GAAP) prior to the ClosingClosing Date that do not constitute ▇▇▇▇▇▇▇▇ Company Liabilities; (iiie) all Liabilities Any Proceeding against any Seller Party or demands for any Taxes in respect subsidiary or Affiliate of any Seller Party (any such subsidiaries or Affiliates of Seller Parties are collectively referred to as the “Seller Companies”) related to the Business or the ownership, operation or use of any of the Purchased Assets that are due and payable for periods at Company’s assets arising on or prior to the ClosingClosing Date (including any Proceeding set forth on Schedule 3.9 or Schedule 3.12 as of the date hereof and litigation which has been filed and with respect to which the Company or any Seller Company has received service of process as of the date hereof but excluding Proceedings relating to the ▇▇▇▇▇▇▇▇ Company Liabilities); (ivf) all Liabilities or demands arising out of Subject to Section 6.4, any Liability or demand Encumbrances (whether or not assertedother than Permitted Encumbrances) or threatened or pending Litigation relating to the Purchased Assets Business or the ▇▇▇▇▇▇▇▇ Company Assets; (g) Except for any period ending at Material ▇▇▇▇▇▇▇▇ Disposal Contracts and Assumed Severance and Retention Bonus Liabilities, any Liabilities arising from or related to (i) any employee wages or other benefits due to or required to be contributed in respect of any employees, directors or consultants of the Company on or prior to the Closing;Closing Date or (ii) funding, contributions, benefits, payment obligations, fees or expenses, including “withdrawal liability,” arising from or relating to any Benefit Plans sponsored, made available, maintained, contributed to or required to be contributed to by any Seller Party or any Seller Company for the benefit of any current or former employee of any Seller Party or any Seller Company, it being expressly understood that, except for any Material ▇▇▇▇▇▇▇▇ Disposal Contracts and the Assumed Severance and Retention Bonus Liabilities, neither the Company nor any of the Buyer Parties are assuming any Benefit Plans of the Company or any other Seller Party; and (vh) all Subject to Section 1.5 (including without limitation Section 1.5(e)), any other Liabilities of any nature whatsoever, whether legal or demands equitable, or matured or contingent, arising out of any work or Contract that were in connection with or related to be performed by the County at Company, the Business, the ownership, lease, operation, performance or use of the Landfill and the Company’s other assets or the employment of or compensation or provision of benefits to employees of the Company on or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or Closing Date that do not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed constitute ▇▇▇▇▇▇▇▇ Company Liabilities.

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer shall not assume, and shall not be deemed to have assumed by anything contained Notwithstanding any provision in this Agreement or otherwiseany of the other Acquisition Documents or other writing to the contrary, Purchaser is assuming only the Assumed Liabilities and is not assuming any other Liability of Seller (or any predecessor owner of all or part of the County whatsoever Business or any assets and properties used in the Business) of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller, and Seller shall pay such Liabilities as and when they become due (all such Liabilities not being assumed by Purchaser being herein referred to as the “"Excluded Liabilities”"). Without limiting the generality of the foregoing, none of the Buyer following shall not assumebe Assumed Liabilities, and all of the following shall not be deemed by anything contained in Excluded Liabilities, for purposes of this Agreement or otherwise Agreement: (a) all Liabilities relating to have assumed any Benefit Plan, including any Liabilities under any Benefit Plan listed on Schedule 3.13; (b) all Liabilities under Contracts (including employment and consulting Contracts), other than those arising under any of the following Excluded Liabilities: (i) all Liabilities and obligations of the County under this AgreementAssumed Contracts; (iic) all Tax Liabilities arising out of from or in connection with the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities Business or demands for any Taxes in respect of the Purchased Assets that are due incurred during or attributable to the Pre-Closing Tax Period, and payable for periods at any other Tax Liabilities of Seller of any kind, including Tax Liabilities relating to the operations, assets or properties of the Business on or prior to the ClosingClosing Date and Tax Liabilities relating to the sale of the Purchased Assets; (ivd) all claims against Seller, or any other Liabilities or demands arising out of any Liability kind or demand (whether or not asserted) or threatened or pending Litigation nature whatsoever relating to the Business or the Purchased Assets for any period ending at Assets, to the extent attributable to facts, events or circumstances occurring on or prior to the ClosingClosing Date, regardless of whether such claim or Liability shall arise or become known before, on or after the Closing Date, other than such claims or Liabilities specifically referred to in Section 2.03 or such claims or Liabilities arising under the Assumed Contracts; (ve) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liabilityfailure of Seller or any officer, auditdirector or employee of Seller to register with or receive any license, examination permit, consent or approval from, any Governmental Authority or to obtain any registration, license, permit, consent or approval, or other enforcement action authorization required under Applicable Law by the Internal Revenue Service or other any Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the ClosingAuthority; (viif) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing DateLiabilities; and (ixg) all other Liens, Liabilities or demands relating to any of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed LiabilitiesExcluded Assets.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilities, the Buyer shall not assume, and shall not be deemed to have assumed by anything contrary contained in this Agreement or otherwisein any Transaction Document, and regardless of whether such liability is disclosed in this Agreement, in any Transaction Documents or on any Schedule or Exhibit hereto or thereto, the Company shall only be responsible for the following liabilities and obligations: (a) those which arose prior to the Closing Date and represent normal and current trade payables incurred by the Company in connection with the operation of the Business in the ordinary course of business, consistent with past custom and practice (and which are not delinquent), and are specifically set forth on Schedule 1.4(a) (“Accounts Payable”); (b) the other accrued liabilities of the Company which have been incurred in the ordinary course of business, consistent with past custom and practice and which are specifically set forth on Schedule 1.4(b) (“Accrued Liabilities”); (c) the Company’s external (non delinquent) bank debt and underlying Liens in the amount of One Million Eight Hundred Twenty-Seven Thousand Three Hundred Four Dollars ($1,837,304) as of April 30, 2007, provided that such debt is consistent with the amount set forth above (the “Bank Debt”); and (d) those first arising after the Closing Date under any Assumed Contract (except for any liability or obligation arising from any breach or failure to perform under any of the foregoing prior to the Closing Date) (collectively, the “Permitted Liabilities”). From and after the Closing Date and except for the Permitted Liabilities, the Company shall have no responsibility or liability for any other debts, liabilities or obligations of the Business, the Company, the Members or any of their respective Affiliates of any kind or nature whatsoever, arising out of, relating to, resulting from, or caused by any transaction, status, event, condition, occurrence or situation relating to, arising out of or in connection with the Business, the Assets, the Company or the Members existing, arising or occurring on or prior to the Closing Date, including, without limitation, any Liability of liabilities or obligations relating to or arising from the County whatsoever Excluded Assets (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities: (i) all Liabilities and obligations of the County under this Agreement; (ii) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ix) all other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed Liabilities.

Excluded Liabilities. Except for Other than the Assumed Liabilities, the Buyer shall not assumeis not, and shall not be deemed to have assumed by anything contained in this Agreement be, assuming or otherwisetaking the Purchased Assets subject to any obligations or liabilities of Seller or any of its Affiliates, of any Liability of the County whatsoever kind or nature whatsoever, whether known or unknown, fixed or contingent, including without limitation (collectively, the “Excluded Liabilities”): (a) any Liability in respect of any Excluded Asset; (b) except for the Assumed Current Liabilities, all current liabilities reflected on the Reference Balance Sheet (the “Excluded Current Liabilities”). Without limiting the generality ; (c) all Liabilities set forth on Section 1.3 of the foregoingSeller Disclosure Letter; (d) all Liabilities of Seller pursuant to the prorations contemplated hereby, including, without limitation, the Buyer shall not assume, proration provisions set forth in ARTICLE III hereof; (e) all Liabilities under indebtedness of Seller (including without limitation under the Compass Loan Documents and shall not be deemed by anything contained in this Agreement including any indebtedness or otherwise accounts payable owing from Seller to have assumed any Affiliate of the following Excluded Seller); (f) all Pre-Closing Tax Liabilities:; (g) all Pre-Closing Employee Liabilities; (h) all Liabilities of Seller pursuant to ARTICLE III hereof; (i) all Liabilities and obligations of the County under this Agreement; Seller that (iii) all Liabilities arising out of the operation and ownership of the Purchased Assets prior to the Closing; (iii) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at by their terms should have been performed on or prior to the Closing; Closing Date, and/or (ivii) all Liabilities arise from events or demands arising out of any Liability or demand (whether or not asserted) circumstances, including for claims, pending or threatened litigation, acts, omissions, events or pending Litigation occurrences relating to the Purchased Assets for any period ending at or the Business, to the extent occurring on or prior to the Closing; (v) all Liabilities Closing Date, or demands arising out the operation of any work the Property, the Business or Contract that were to be performed by the County at Purchased Assets on or prior to the ClosingClosing Date (including without limitation any Liabilities with respect to escheatable property, any Liabilities in connection with any products or services offered by Seller on or prior to the Closing Date and any Liabilities for acts or omissions of Seller or any of its Affiliates or any of their respective Representatives on or prior to the Closing Date), in each case, other than the Assumed Liabilities; (j) all Liabilities, including, without limitation, Environmental Liabilities, under, pursuant or relating to any Environmental Laws relating to, resulting from, caused by or arising out of ownership, operation, use or control of the Property or the Business to the extent arising out of activities or circumstances occurring prior to the Closing Date, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees Liability relating to any Indebtedness outstanding as of contamination or exposure to Hazardous Substances at or attributable to the Closing, Property or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating the Business to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the Closing; (vii) all Liabilities or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurred; (viii) all Liabilities or demands (contingent or otherwise) extent arising out of any Environmental Laws relating activities or circumstances occurring prior to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ixk) all other Liens, any Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are Seller not Assumed Liabilitiesspecifically assumed by Buyer hereunder.

Excluded Liabilities. Except for Notwithstanding the Assumed Liabilitiesprovisions of Section 2.4 or any other provision hereof or any Schedule or Exhibit hereto, the and regardless of any disclosure to Buyer, Buyer shall not assumeassume or be obligated to pay, perform or otherwise discharge (and Seller shall retain, pay and perform without recourse whatsoever to Buyer) any liabilities, obligations or commitments of Seller or any Affiliate of Seller, whether direct or indirect, known or unknown, absolute or contingent other than the Assumed Liabilities (all of such liabilities, obligations and commitments not so assumed by Buyer being referred to herein as the "Excluded Liabilities"), including those described in the following categories: (a) any liability or obligation related to Excluded Taxes; (b) any liabilities and obligations relating to, resulting from or arising out of the Transferred Subsidiaries and their Subsidiaries on or prior to the Closing Date; (c) any liabilities and obligations relating to, resulting from or arising out of Actions that are either pending as of the Closing Date or that subsequently arise out of circumstances or events occurring or existing, in whole or in part, on or prior to the Closing Date, including the Actions listed or referred to on Schedules 3.8(b), 3.13(b) and 3.13(c); (d) any liabilities and obligations relating to, resulting from or arising out of Actions, whether founded upon successor or predecessor liability, negligence, breach of warranty, strict liability, theories of design defect or failure to warn and/or other similar legal theories, seeking compensation or recovery (including punitive and exemplary damages) for or relating to personal injury or property damage caused or allegedly caused by or related to any products manufactured on or before the Closing Date (for purposes of this Section 2.5(d) and Section 2.5(j), products for which it cannot be determined whether they were manufactured before or after the Closing Date shall be deemed to have assumed by anything contained in been manufactured and sold before the Closing Date if the personal injury or property damage occurs on or prior to the first anniversary of the Closing and shall be deemed to have been manufactured after the Closing Date if the personal injury or property damage occurs after the first anniversary of the Closing); (e) any liabilities and obligations relating to, resulting from or arising out of workers' compensation claims resulting from injury, disease, disability or otherwise that occurs on or prior to, or relates to circumstances that exist before, the Closing Date (for purposes of this Agreement Section 2.5(e), an injury, disease, disability or otherwise, any Liability part of which occurs on or before the County whatsoever Closing Date, shall be deemed to have occurred before the Closing Date); (the “Excluded Liabilities”). Without limiting the generality f) any liabilities and obligations relating to, resulting from or arising out of the foregoingany violation of Law (whether known or unknown) occurring or existing, in whole or in part, on or prior to, the Buyer shall Closing Date; (g) the Environmental Liabilities and Costs; (h) any liabilities and obligations relating to the Excluded Assets or not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of arising from the following Excluded Liabilities:Business; (i) all Liabilities any liabilities and obligations of the County under this Agreement; (ii) all Liabilities relating to, resulting from or arising out of the operation and ownership claims of infringement or other misappropriation of the Purchased Assets prior intellectual property rights of other Persons with respect to the Closing; (iii) all Liabilities design, testing, manufacture, marketing, use, sale, lease or demands for any Taxes in respect importation of the Purchased Assets that are due and payable for periods at products on or prior to the ClosingClosing Date; 20 (j) all liabilities and obligations under Employment Agreements with Business Employees not assumed by Buyer pursuant to Section 5.5(l)(ii), Third-Party Leases, Contracts and Licenses that are not assigned or transferred to Buyer at the Closing Date pursuant to this Agreement, except to the extent provided in Section 2.6; (ivk) all Liabilities any liabilities and obligations for punitive damages relating to, resulting from or demands arising out of any Liability events, facts or demand (whether circumstances existing or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at occurring on or prior to the ClosingClosing Date; (vl) all Liabilities any liabilities and obligations relating to, resulting from or demands arising out of accounts payable to any work or Contract that were to be performed by the County at Person on or prior to the Closing, including, without limitation, Closing Date and intercompany or intracompany payables to Seller or any warranty claims relating theretoof its Affiliates; (vim) all Liabilities or demands, including, without limitation, any liabilities for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liability, audit, examination or other enforcement action by the Internal Revenue Service or other Governmental Authority with respect to any Indebtedness of the County financing or refinancing any of the Purchased Assets, whether or not such Indebtedness is outstanding as of the ClosingDebt; (viin) all Liabilities any obligations and liabilities relating to Business Employees that are not expressly assumed by Buyer pursuant to Section 5.5 or demands for fees, costs or expenses incurred which are retained by the County in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurredSeller pursuant to Section 5.5; (viiio) all Liabilities any product warranty liabilities relating to, resulting from or demands (contingent or otherwise) arising out of any Environmental Laws relating products sold or consigned on or prior to contamination events with respect to the Purchased Assets occurring at any time before the Closing Date; and (ixp) all other Liensobligations and liabilities with respect to the Transferred Employees, Liabilities known or demands of the County unknown, absolute or contingent, arising out of facts, activities or relating events first occurring on or prior to the ownershipClosing Date (except as expressly included in Assumed Liabilities or specified in Section 5.5). On the Closing Date, use Seller shall execute and deliver to Buyer one or operation more Assumption Agreements, pursuant to which Seller shall accept, assume and agree to pay, perform or otherwise discharge, in accordance with their respective terms and subject to the respect conditions thereof, the liabilities and obligations of any Facility or its Wastewater Collection System that are not Assumed the Transferred Subsidiaries and their Subsidiaries pursuant to and under the Excluded Liabilities.

Excluded Liabilities. Except Notwithstanding anything to the contrary in this Agreement, the Seller Entities and their Affiliates shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, any and all Liabilities of the Seller Entities and their Affiliates resulting from the Product Lines or the ownership of the Purchased Assets, other than the Assumed Liabilities, including the Buyer shall not assumefollowing Liabilities (collectively, and shall not be deemed to have assumed by anything contained in this Agreement or otherwise, any Liability of the County whatsoever (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed any of the following Excluded Liabilities:): (ia) all Liabilities and obligations Liabilities, whether arising before, on or after the Closing Date arising out of, resulting from or related to the Excluded Assets or the operation or conduct of any business other than the County under this AgreementProduct Lines; (iib) all Liabilities arising out of, resulting from or related to the sales, marketing, operation or conduct of the operation and Product Lines prior to the Closing or ownership or use of any of the Purchased Assets prior to the Closing (other than with respect to any design defects of any Products sold after the Closing); (iiic) all Liabilities or demands for any Taxes in respect of the Purchased Assets that are due and payable for periods at or prior to the Closing; (iv) all Liabilities or demands arising out of any Liability or demand (whether or not asserted) or threatened or pending Litigation relating to the Purchased Assets for any period ending at or prior to the Closing; (v) all Liabilities or demands arising out of any work or Contract that were to be performed by the County at or prior to the Closing, including, without limitation, any warranty claims relating thereto; (vi) all Liabilities or demands, including, without limitation, for any interest, penalties, late charges, prepayment charges or termination fees relating to any Indebtedness outstanding as of the Closing, or Taxes resulting from cancellation of such Indebtedness, and all Liabilities relating to any arbitrage rebate liabilityclaim of any third party arising out of the sale of Products prior to Closing, auditincluding any Liabilities for any returns and any warranty claims for Products sold prior to the Closing (regardless of whether the applicable warranty is express or implied); (d) any Liabilities with respect to indemnification of any Purchaser Indemnified Persons for any Purchaser Damages pursuant to Section 11.1; (e) all Liabilities of the Seller Entities for borrowed money; (f) all outstanding accounts payable under the Assigned Contracts arising prior to the Closing Date and all Liabilities of the Seller Entities or their Affiliates, examination as applicable, under the Assigned Contracts to the extent such Liabilities became owing, due or payable, or relate to a breach occurring, prior to the Closing Date; (g) all Damages and other enforcement action by the Internal Revenue Service Liabilities arising with respect to or other Governmental Authority related to any Recall with respect to any Indebtedness units of the County financing or refinancing any of Product sold prior to Closing; (h) all Liabilities for Taxes related to the Purchased Assets, whether the Product Lines or not such Indebtedness is outstanding as of the ClosingAssumed Liabilities that are attributable to a Pre-Closing Tax Period; (viii) all Liabilities for Transfer Taxes to be paid by Seller pursuant to Section 9.1(b); (j) all Liabilities arising under or demands for fees, costs or expenses incurred by the County in connection with the preparation and negotiation any Employee Plan including but not limited to, any liability imposed on Purchaser or any of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Transaction Expenses”), including without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, regardless of when incurredits Subsidiaries or Affiliates by a Governmental Authority or any other Person resulting from successor liability or similar concepts; (viiik) all Liabilities in any way related to the employment or demands (contingent or otherwise) arising out retention of any employees, former employees, directors or independent contractors of any of the Seller Entities; (l) all Liabilities arising under or in connection with any Environmental Laws relating to contamination events with respect to the Purchased Assets occurring at any time before the Closing DateLaw; and (ixm) all obligations of Seller under this Agreement or any other Liens, Liabilities or demands of the County arising out of or relating to the ownership, use or operation of any Facility or its Wastewater Collection System that are not Assumed LiabilitiesTransaction Agreement.