Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Buyer shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due.

Excluded Liabilities. Notwithstanding anything contained herein to Other than the contraryAssumed Liabilities, Buyer shall not assumeand does not assume any other Liability whatsoever (including Liabilities relating to the conduct of the Business or to the Acquired Assets (and the use thereof) at any time on or prior to the Closing Date), whether relating to or cause to be assumedarising out of the Business or Acquired Assets or otherwise, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued fixed or contingent, now existing disclosed (whether on the Disclosure Schedule or arising otherwise), or undisclosed (collectively, the "Excluded Liabilities"). Without limiting the foregoing, Buyer shall not and does not assume any of the following (each of which shall be included within the definition of "Excluded Liability"): (a) all Liabilities relating to or arising, whether before, on or after the date hereofClosing, out of, or in connection with, any of the Excluded Assets; (b) all Liabilities, other than the Accounts Payable, that arise (whether under the Assumed Contracts or otherwise) with respect to the Acquired Assets or the use thereof on or prior to the Closing Date or relate to periods ending on or prior to the Closing Date or are to be observed, paid, discharged or performed on or prior to the Closing Date (in each case, including any Liabilities that result from, relate to or arise out of Seller tort or other product liability claim); (c) litigation and related claims and Liabilities or any other claims against the Company or any of its Affiliates (Subsidiaries of any kind or nature whatsoever, other than Accounts Payable, involving or relating to facts, events or circumstances arising or occurring on or prior to the liabilities expressly assumed in this Agreement) includingClosing Date, but not limited tono matter when raised (including Liability for breach, misfeasance or under any other theory relating to the following obligations and liabilities of Seller and its Affiliates (Company's or any such obligations and liabilities not assumed hereunderSubsidiary's conduct, the “Excluded Liabilities”):performance or non-performance); (id) any liabilities or obligations all Liabilities relating to any current or former Contract between any employee or independent contractor of Seller consultant and the Company or any of its Affiliates Subsidiaries; (whether or not such employee is hired by Buyer following the Closinge) and labor matters all Liabilities relating to any such current environmental, health or former employee or independent contractor safety matter (including any liabilities Liability or obligations obligation arising under any Environmental Law) arising out of or relating to the Company's or any employee-of its Subsidiary's operation of their respective businesses or their leasing, ownership or operation of real property; (f) all Liabilities for damages to persons or property arising out of alleged defects in products sold by the Company or any of its Subsidiaries, or arising under warranties, express or implied, issued by the Company or any of its Subsidiaries; (g) all Liabilities in excess of the Claims Reserve to repair or replace, or to refund the sale price (plus related matterexpenses) of, employee-related payment obligation, products sold and delivered by the Company or any of its Subsidiaries prior to the Closing Date; (h) all Liabilities of the Company or any of its Subsidiaries under any collective bargaining contractagreement, agreement with any labor union, employment agreement or severance agreement; (i) all Liabilities of the Company or any of its Subsidiaries, or of any trust or other entity established to provide employee benefits, to their present or former employees, retirees or spouses, dependents or other beneficiaries of present or former employees or retirees, including all Liabilities attributable to, incurred in connection with, arising from or relating to, any Plan, whether formal or informal and whether legally binding or not; (j) all Liabilities of the Company or any of its Subsidiaries attributable to, incurred in connection with, arising from, or relating to, a violation of any Laws governing employee relations, including anti-discrimination Laws, wage and hour Laws, labor negotiationrelations Laws and occupational safety and health Laws; (k) all Liabilities related to (i) the termination of employment of any employees of Sellers, severance costincluding employees of Sellers who become employees of Buyer, pension planincluding all Liabilities arising under the WARN Act, profit sharing planand (ii) earned but unpaid salary, deferred compensation planbonuses, accrued holiday benefitbut unpaid vacation days, accrued bonusbut unpaid medical and dental expenses, salaryaccrued and unpaid other forms of compensation and all other accrued welfare benefits of all employees of the Company or any of its Subsidiaries, bonus planincluding employees of Seller who become employees of Buyer and, phantom stock award, stock option whether or purchase plan, employment contract, consulting contractnot accrued, any Employee Benefit Plan obligations under Section 4980B of the Code to provide continuation of group medical coverage with respect to any such employee or other qualified beneficiary; (l) except as set forth in Section 7.9, all Liabilities for any entitlements arising and all Transfer Taxes due as a result of or in connection with the consummation of the Purchasetransactions contemplated by this Agreement; (iim) except as set forth in Section 7.9, all Liabilities for any Taxes, interest, and penalties (i) attributable to all Taxes due or payable by the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller Company or any of its Affiliates; (iii) Subsidiaries for any liabilities period ending on or obligations related to before the Excluded Assets; (iv) any liabilities Closing Date or obligations arising out as a result of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after or the ownership of the Acquired Assets on or before the Closing Date, any liabilities or obligations arising out without regard to whether such taxes are within the scope of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Sellerrepresentation set forth in Section 5.10 hereof; (viin) all amounts payable pursuant to Section 365(b)(1)(A) or (B) of the Bankruptcy Code in order to effectuate, pursuant to the Bankruptcy Code, the assumption by Sellers and assignment by Buyer of Assumed Contracts under the Bankruptcy Court Approval (the "Cure Amounts"), other than as specifically set forth herein; (o) other than Accounts Payable, all notes, bonds or other evidences of indebtedness, including any Seller Transaction Expensesof the foregoing entered into with respect to any of the Acquired Facilities; and (viiip) all Liabilities for fraud, breach, misfeasance or under any liabilities other theory relating to conduct, performance or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery non-performance of the notice Company or any of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueits Subsidiaries.

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Neither Buyer nor any Buyer Designee shall not assume, or cause to be assumed, assume or be deemed obligated to have assumed pay, perform or caused to have assumed otherwise assume or be liable or responsible for discharge any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; , whether direct or indirect, known or unknown, absolute or contingent, except for the Assumed Liabilities (v) all of such liabilities and obligations not so assumed being referred to herein as the “Excluded Liabilities”). For the avoidance of doubt, the parties agree that the Excluded Liabilities include, but are not limited to, any and all liabilities or obligations arising out of set forth or relating described in paragraphs (a) through (n) below, whether or not any such liability or obligation has a value for accounting purpose or is carried or reflected on or specifically referred to any contract which is not an Assigned Contract;in Seller’s or the applicable Subsidiary’s books or financial statements: (via) other than any liability or obligation that arises from, or in connection with with, the operation or the conduct of the Engenio Business after or the Closing Date, any liabilities ownership of the Purchased Assets on or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (viib) any Seller Transaction Expenses; andExcluded Taxes; (viiic) any liabilities Environmental Liabilities; (d) any liability or obligations obligation arising from product liability claims for which out of or related to any Excluded Asset; (e) any trade payable that arises from, or in connection with, the injury operation or loss giving rise thereto (not just the delivery conduct of the notice Engenio Business or the ownership of such claims) occurs the Purchased Assets on or prior to the Closing Date; (f) any indebtedness for borrowed money or guarantees thereof of Seller and its Subsidiaries or intercompany obligations of Seller or any Subsidiary; (g) except as set forth in Section 5.4(c), including specifically all losses caused by any liability or obligation relating to or arising out of (i) the employment and/or any alleged design, manufacture, assembly, installation, use termination of such employment by Seller or sale any Subsidiary of any products manufactured by employee or former employee of Seller or a Subsidiary on or before the Factory Closing Date, including any and all liability or obligation relating to wages, remuneration, compensation, unreimbursed expenses, benefits, severance, pensions, sabbatical, vacation, personal days, floating holidays or other paid-time-off, working time related benefits, time savings accounts, end of career indemnities, 13th month payment or similar, anniversary bonus, early retirement, old-age part-time (Altersteilzeit) (including any amounts which Seller or any Subsidiary has book-reserved), reconciliation of interests (Interessenausgleich), social plans (Sozialplan), works council negotiation procedure, social security and related costs (together, the “Employment-Related Liabilities”) of the employees or former employees of the Seller or any Subsidiary or Seller’s or any Subsidiary’s obligation to comply with the ARD Regulations, in each case, that are accrued or in the course of accrual or relate to periods prior to and on the Closing Date or that relate on a prorate temporis basis to the period prior and including the Closing Date; (ii) any employee’s or former employee’s or his/her dependents’ rights or obligations under any fringe benefit of employment with Seller or a Subsidiary, including any Benefit Plan; (iii) any retention payments owed to Business Employees pursuant to arrangements entered into on or prior to the Closing DateDate by Seller or a Subsidiary; and/or (iv) the employment or the termination of employment (whether before, whether on or after Closing) or the commencement transfer by operation of Law, in each case as a result of the transaction contemplated by this Agreement, of any related litigationperson who is not a Transferred Employee but who claims or is deemed to transfer to the Buyer or any Buyer Designee by operation of Law, arbitrationincluding, investigationwithout limitation, proceeding liabilities and obligations and Losses arising from, or claim occurs connected with, any Employment-Related Liabilities; (h) any liability and obligation which arises out of or relates to any breach, default or violation by Seller or its Affiliates of the Assumed Leases and the Contracts, Licenses and Governmental Permits occurring on or prior to the Closing Date or which arises out of violation of applicable Law, in each case by Seller or its Affiliates; (i) except as set forth in Section 2.4(c), any support obligations (including personnel costs) and any product warranty liabilities arising from sales of Engenio Products listed on Schedule 1.1(b) on or before the Closing Date; (j) any support obligations (including personnel costs) and any product warranty and sales return or product return liabilities arising from sales of ONStor™ Products on, before or after the Closing Date Date; (k) any liability or obligation in connection with, or relating to, any actions, suits, claims or proceedings against Seller shall satisfy all Excluded Liabilities that are an or any Subsidiary which arise out of, accrue, or relate to (i) the operation or conduct of the Engenio Business or (ii) the ownership of the Purchased Assets in each case on or before the Closing Date; (l) any benefit liability or obligation relating to or arising in connection with Section 4980B of the Code (COBRA) or otherwise by operation of applicable Law to provide continuation of health care coverage to employees or former employees of Seller promptly when dueor a Subsidiary or their dependents arising from a qualifying event occurring on or before the Closing Date; (m) any liability or obligation arising from any (i) customer rebates or market development funds on or before the Closing Date and (ii) sales returns or product returns arising from sales of Engenio Products listed on Schedule 1.1(b) on or before the Closing Date; and (n) except as set forth in Section 5.4(c), any liability or obligation arising from or relating to any Benefit Plan.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary in Section 2.03, Buyer it is understood and agreed that the Seller shall not assumeassign and the Purchaser shall not, or cause pursuant to be assumedthis Agreement, or be deemed to have assumed or caused to have assumed assume or be liable for any Excluded Liabilities that the Seller has or responsible for may have now or in the future, including the following: (a) any liabilities and obligations of the Seller arising under this Agreement or any of the Ancillary Documents; (b) any liabilities or obligations (whether known of the Seller arising under or unknownin connection with any Employee Plan or any liability or obligation of the Seller relating to salaries, fixedwages, absolutebonuses, maturedvacation or severance pay or other compensation, unmaturedpayments or benefits earned, accrued or contingent, now existing arising through the end of the Closing Date; (c) any liabilities or arising after obligations of the date hereofSeller under any Contracts relating to the Excluded Assets or under any Excluded Contracts; (d) any legal and accounting fees and expenses incurred by the Seller in connection with the consummation of Seller or any of its Affiliates (other than the liabilities expressly assumed in transactions contemplated by this Agreement, except as provided in the Master Purchase Agreement; (e) includingany Tax liabilities and obligations of the Seller with respect to the Business for any taxable period (or portion thereof) ending on or before the Closing Date; (f) any indebtedness of the Seller for borrowed money; (g) any liability or indebtedness of the Seller for contingent liabilities or liabilities in respect of any injury to any Person or property; (h) any liabilities or obligations of the Seller resulting from violations of any Laws (including any Laws relating to Taxes, but not limited toimmigration, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunderemployment or labor matters, the “Excluded Liabilities”):or environmental matters); (i) any liabilities or obligations relating of the Seller attributable to any current an act, omission or former employee circumstances that occurred or independent contractor of Seller or any of its Affiliates existed prior to the Closing Date, other than the Assumed Liabilities; (whether or not such employee is hired by Buyer following the Closingj) all liabilities and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (ivk) all obligations of the Seller with respect to any lawsuits, judgments, claims or demands of any nature existing on or prior to the Closing Date that are not listed on Schedule 2.03(c) or otherwise described in Section 2.03(c); (l) any liabilities or obligations arising out imposed on the seller of or loans under the Servicing Agreements with respect to Mortgage Loans other than GSE Mortgage Loans, including, without limitation, any repurchase obligations for breaches of loan level representations, any indemnities relating to indebtedness of Seller origination activities or securities laws or any of its Affiliatesseller indemnity; (vm) any claim against or liability of the FDIC in its capacity as receiver for the Failed Thrift or the FDIC as receiver for IndyMac Federal that, under and in accordance with applicable Law, was, is or will be subject to the receivership administrative claims processes administered by the FDIC in its capacity as receiver for the Failed Thrift or the FDIC as receiver for IndyMac Federal pursuant to 12 U.S.C. §1821(d)(3) through (13), including claims and liabilities that are affirmative or obligations defensive, now existing or arising out in the future, contingent or fixed, monetary or non-monetary, equitable or legal, or declarative or injunctive; (n) any claim against or liability based on any alleged act or omission of the Failed Thrift or relating to any contract IndyMac Federal which is not an Assigned Contract; provable or allowable, or is otherwise barred against the FDIC as receiver for the Failed Thrift or the FDIC as receiver for IndyMac Federal under applicable Law, including claims and liabilities that are barred under 12 U.S.C. §§1821(c), (vid), (e) other than in connection with the operation of the Business after the Closing Date(including §1821(e)(3)), any liabilities (i), or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied (j); ▇▇ ▇.▇.▇. §▇▇▇▇; ▇▇ ▇.▇.▇. §▇▇▇▇; or controlled by Seller; (vii) any Seller Transaction Expenses12 U.S.C. §1825; and (viiio) any stand-alone insurance and indemnity agreements or similar agreements between the Failed Thrift or IndyMac Federal and any Bond Insurer with respect to any Securitization Transaction and all liabilities or and obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duethereunder.

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Buyer Purchaser shall not assume, or cause to be assumed, assume or be deemed obligated to have assumed pay, perform or caused to have assumed or be liable or responsible for any otherwise discharge the following liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (ia) Any liabilities or obligations of TOPIII or Seller in respect of the Excluded Assets or other assets of TOPIII or Seller which are not part of the Assets. (b) Except as provided in Section 5.6 “Taxes, Prorations and Closing Costs,” any liabilities or obligations relating in respect of Taxes attributable to any current the use, ownership, operation or former employee maintenance of the Assets for taxable periods, or independent contractor portions thereof, ending after the Initial Closing Date and on or before the Closing Date. (c) Any liabilities or obligations of Seller or TOPIII accruing under any of its Affiliates the Assigned Contracts prior to the Closing Date. (whether d) Any and all asserted or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any unasserted liabilities or obligations to Third Parties (including Seller’s Employees) or Affiliates of Seller or TOPIII for personal injury or tort or under contract, or similar causes of action arising out of the use, ownership, operation or relating maintenance of the Assets by Seller or TOPIII or their respective Affiliates on or after the Initial Closing Date and prior to any employee-the Closing Date. (e) Any fines, penalties or costs imposed by a Governmental Authority resulting from (i) an investigation, proceeding, request for information or inspection before or by a Governmental Authority regarding acts of Seller, TOPIII or their respective Affiliates which occurred on or after the Initial Closing Date and prior to the Closing Date, or (ii) illegal acts, willful misconduct or gross negligence of Seller, TOPIII or their respective Affiliates which occurred on or after the Initial Closing Date. (f) Any payment obligations of Seller, TOPIII or their respective Affiliates for goods purchased or delivered, or services rendered prior to the Closing Date, including but not limited to, rental payments payable by Seller, TOPIII or their respective Affiliates pursuant to the leases of real property or personal property. (g) Any liability, obligation or responsibility under or related matterto Environmental Laws or the common law, employee-related payment obligationwhether such liability or obligation or responsibility is known or unknown, collective bargaining contractcontingent or accrued, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation loss of the Purchase; life, injury to persons or property or damage to natural resources (ii) any Taxeswhether or not such loss, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by damage arose or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due.was

Excluded Liabilities. Notwithstanding anything contained herein Except as expressly provided to the contrarycontrary in Section 2.3 of this Agreement, Buyer shall Buyers will not pay or assume, and none of the Purchased Assets shall be or cause to be assumedbecome liable for or subject to, any liability of any type or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (nature, including the following, whether known or unknownaccrued, absolute, fixed, absolute, matured, unmatured, accrued or contingent, now existing liquidated, unliquidated, recorded, unrecorded, known, unknown or arising after the date hereof) of Seller or any of its Affiliates otherwise, (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”): (a) current liabilities not included in the determination of Final Net Working Capital, accounts payable, long-term liabilities (other than obligations relating to the Assumed Capital Leases that are included in the Indebtedness Adjustment Amount) and all other indebtedness and obligations or guarantees of Sellers; (b) any obligation or liability accruing, arising out of, or relating to acts or omissions prior to the Closing, including any acts or omissions in connection with (i) any Assumed Contract, (ii) the Business, (iii) the Purchased Assets or (iv) any Government Program or other third-party payor programs, including recoupment of previously paid or reimbursed expenses; (c) any obligation or liability accruing, arising out of, or relating to any act or omission after the Closing by any Seller; (d) any obligation or liability accruing, arising out of, or relating to any Excluded Assets, including any Excluded Contract; (e) any obligation or liability for Taxes, whether or not accrued, assessed or currently due and payable, (i) of any Seller, (ii) relating to the Business for any taxable period (or portion thereof) ending on or prior to the Closing Date or (iii) of any Seller resulting from the consummation of the Contemplated Transactions; (f) any liability or obligation for severance with respect to any Employees of Sellers, and any obligation or liability for claims by or on behalf of any Employees relating to periods prior to the Closing, including liability for any pension, profit sharing, deferred compensation, severance, 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 employee wages and benefits, including accrued vacation, sick leave and holiday pay and taxes or other liability related thereto in respect of Employees, except to the extent of Paid Time Off reflected in the Final Net Working Capital; (g) any obligation or liability accruing, arising out of, or relating to any federal, state or local investigations of, or claims or actions against, any Seller or any of Employees, medical staff, agents, vendors or representatives with respect to acts or omissions prior to the Closing; (h) any civil or criminal obligation or liability accruing, arising out of, or relating to any acts or omissions of any Seller or any of its directors, officers, employees or agents claimed to violate any Laws; (i) any liabilities or obligations relating to or arising out of any current noncompliance by any Seller with any Environmental Law; (j) liabilities or former employee obligations in respect of periods prior to Closing arising under the terms of the Government Programs, or independent contractor commercial third party payor programs, including, without limitation, any retroactive denial of Seller or any of its Affiliates claims and civil monetary penalties; (whether or not such employee is hired by Buyer following the Closingk) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of from or in connection with the consummation respect of any claims alleging violations of the PurchaseFalse Claims Act or qui tam actions against any Seller (regardless of whether the Federal government has intervened); (iil) any Taxes, interest, and penalties accrued liabilities or obligations under the Assumed Contracts that have not been paid or satisfied in full as of the Closing Date; (im) liabilities or obligations of Sellers attributable to the purchased Assets or the Business periods prior to Closing with respect to any Pre-Closing Period or (ii) imposed on Seller or any and all matters pertaining to the medical staffs of its Affiliatesthe Facilities, including, without limitation, those relating to credentialing and peer review processes and determinations; (iiin) any liabilities or obligations related obligation of Sellers in respect of any credit balance accounts maintained by Sellers or to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating refund amounts previously collected to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities patient or obligations arising out of operations third party payor for periods prior to the Closing Date, and /or ; (o) liabilities or obligations to make any payments to the states in which the Facilities are located under applicable escheat laws relating to any real property owned, leased, occupied or controlled assets held by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims Sellers for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs periods prior to the Closing Date, including specifically all losses caused by or arising out ; and (p) liabilities and obligations of Sellers in respect of any alleged designassessments pertaining to, manufactureor to make any other payments to, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueState patient compensation fund.

Excluded Liabilities. Notwithstanding anything contained herein in this -------------------- Agreement to the contrary, Buyer shall not assume, assume or cause to otherwise be assumedliable in respect of, or be deemed by virtue of the execution and delivery of this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed or caused to have assumed or otherwise be liable in respect of, any debt, claim, obligation, or responsible for other liability of Seller, or any of Seller's Affiliates, other than the Assumed Liabilities, including, without limitation, any of the following liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited tocollectively, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “"Excluded Liabilities”):"): -------------------- (i) any obligations or liabilities or obligations relating to any current or former employee or independent contractor of Seller or any predecessor or Affiliate of its Affiliates (whether Seller which in any way relate to, or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising arise out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contractof, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the PurchaseExcluded Assets; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any all Tax liabilities of its AffiliatesSeller; (iii) any liabilities or obligations related of Seller owed to the Excluded Assetsany of its Affiliates; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller for borrowed money or any of its Affiliatesfor interest on such borrowed money; (v) any liabilities or obligations arising out of any breach by Seller or relating to any contract which is not an Assigned Contractpredecessor or Affiliate of Seller of any of the terms or conditions of any provision of any contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations of Seller or any predecessor or Affiliate of Seller resulting from, caused by or arising out of, any violation of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Sellerlaw; (vii) any claims, liabilities, or obligations of Seller Transaction Expenses; andas an employer, including, without limitation, liabilities for wages, supplemental unemployment benefits, vacation benefits, severance benefits, retirement benefits, Federal Consolidated Omnibus Budget Reconciliation Act of 1985 benefits, Federal Family and Medical Leave Act of 1993 benefits, Federal Workers Adjustment and Retraining Notification Act obligations and liabilities, or any other employee benefits, withholding Tax liabilities, workers' compensation, or unemployment compensation benefits or premiums, hospitalization or medical claims, occupational disease or disability claims, or other claims attributable in whole or in part to employment or termination by Seller or arising out of any labor matter involving Seller as an employer, and any claims, liabilities and obligations arising from or relating to any employee benefit plans; (viii) any claims, liabilities, losses, damages, or expenses relating to any litigation, proceeding, or investigation of any nature arising out of ownership of the Assets or Seller's operation of its Business on or prior to the Closing Date including, without limitation, any claims against or any liabilities for injury to, or death of, Persons or damage to or destruction of property, any workers' compensation claims, and any warranty claims; (ix) except as may otherwise be provided herein, any accounts payable, other indebtedness, obligations or accrued liabilities of Seller; (x) any claims, liabilities, losses, damages, expenses or obligations resulting from the failure to comply with, or imposed pursuant to, any Environmental Law or resulting from the use, presence, generation, storage, treatment, transportation, handling, disposal, emission or release of Hazardous Substances, solid wastes, or gaseous matters by Seller or by any other Person related to, or affiliated with, Seller, the Assets or Seller's operation of the Business to the extent related to, arising from product or otherwise attributable to acts or omissions prior to, or conditions existing as of, the Closing Date, including, without limitation, any liability claims or obligation for which the injury cleaning up waste disposal sites from or loss giving rise thereto (not just the delivery of the notice of such claims) occurs related to acts or omissions occurring on or prior to the Closing Date; (xi) any fees and expenses incurred by Seller in connection with negotiating, including preparing, closing, and carrying out this Agreement and the transactions contemplated by this Agreement, including, without limitation, the fees and expenses of Seller's attorneys, accountants, consultants and brokers; and (xii) any liabilities or obligations with respect to any contracts that Buyer is not specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date assuming. Seller acknowledges and agrees that Seller shall satisfy pay promptly when due any and all Excluded Liabilities that are an obligation not discharged by it at or prior to Closing. Buyer is not the successor employer of Seller promptly when dueSeller's employees for any purpose, is not required to employ any of such employees and has no liability whatsoever with respect to any employee of Seller.

Excluded Liabilities. Notwithstanding anything contained herein to the contraryNeither Parent nor Buyer assumes, Buyer and shall not assume, at any time hereafter (including on or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereofClosing Date) become liable for, any Liabilities of Seller, any of its Affiliates or any Plan Affiliate, other than the Assumed Liabilities (the "Excluded Liabilities"); in furtherance of and not in limitation of the foregoing, the Excluded Liabilities shall include, but are not limited to, the following: (a) any Liability of Seller or any of its Affiliates or Plan Affiliates of any of the foregoing, whether currently in existence or arising hereafter, that is not attributable to, or that does not arise out of, Seller's normal conduct of the Business; (b) any Liability whether presently in existence or arising hereafter which is attributable to an Excluded Asset; (c) any Environmental Liability imposed on Seller whether presently in existence or arising hereafter; (d) any Liability the existence of which constitutes a breach of any representation or warranty or covenant hereunder which would be indemnifiable to Parent and Buyer pursuant to Section 9.01 hereof.; (e) any Liability whether currently in existence or arising hereafter relating to fees, commissions or expenses owed to any broker, finder, investment banker, attorney, accountant or other intermediary, consultant or advisor employed by any of the Seller Parties or any of its or his Affiliates or Plan Affiliates in connection with the transactions contemplated hereby or otherwise; (f) all Debt (other than the liabilities expressly assumed current accounts payable or accrued expenses as set forth in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):Section 2.03(ii)); (ig) any liabilities or obligations relating to any current or former employee or independent contractor Liability of Seller or any of its shareholders or any of their Affiliates for any Taxes, including without limitation, (whether or not such employee is hired by Buyer following i) any Liability for any Taxes with respect to the ClosingTransferred Assets attributable to any period prior to the Closing and (ii) and labor matters any Taxes relating to or arising from Seller's issuance of its Series B common stock; (h) any such current Liability, whether currently in existence or arising hereafter, owed by Seller to any of its Associates or Affiliates; (i) any Liability incurred by Seller with respect to any of Seller's employees or former employee employees, agents, consultants or independent contractor contractors, including but not limited to, worker's compensation, severance, salary, bonuses or other benefits and Liabilities arising pursuant to Seller's employment agreements with ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (other than the obligation to pay severance to Mr. Mossesson pursuant to the terms and conditions of his employment agreement with Seller); (j) any liabilities or obligations Liability arising from, arising out of of, based on or relating to any employee-related matterof Seller's Benefit Plans, employee-related payment obligationwhether arising before, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option on or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date; (k) any Liability for indebtedness of Seller, including without limitation, any principal, interest or other amount owing in respect of any such indebtedness; (l) any negative cash balances, book overdrafts, held checks or similar liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (viim) any Seller Transaction ExpensesLiability for payroll or similar Taxes relating to Seller's arrangement with Elegant Lighting; and (viiin) any liabilities all current accounts payable, payroll or obligations arising from product liability claims for which accrued expenses of Seller, incurred or accrued in the injury or loss giving rise thereto (not just the delivery ordinary course of the notice of such claims) occurs business prior to the Closing DateAugust 5, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due2002.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement or in any Transaction Document, Buyer shall 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 cause to in any way be assumedresponsible 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 be deemed 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 have assumed or caused to have assumed or be liable or responsible for the Closing Date, including, without limitation, any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing relating to or arising after from the date hereofExcluded Assets (the “Excluded Liabilities”). Notwithstanding the foregoing, Clearview will contribute into New LP, and New LP will assume and thereafter pay and fully satisfy when due, all liabilities and obligations: (a) which arose prior to the New LP Asset Transfer and represent normal and current trade payables incurred by Clearview in connection with the operation of Seller or any the Business in the ordinary course of its Affiliates business, consistent with past custom and practice, and are specifically set forth on Schedule 1.4(a) (“Accounts Payable”); (b) the other than the accrued liabilities expressly assumed in this Agreement) of Clearview (including, but not limited to, the following obligations 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 liabilities practice (including, without limitation, accrued but unpaid paid time off for the Continuing Employees), which do not collectively exceed, together with the aggregate amount of Seller the Accounts Payable, One Hundred Thousand and its Affiliates No/Dollars (such obligations and liabilities not assumed hereunder, the $100,000) (“Excluded Accrued Liabilities”): ); and (ic) first arising after the New LP Asset Transfer under any liabilities Assumed Contract (except for any liability or obligations relating obligation arising from any breach or failure to any current or former employee or independent contractor of Seller or perform under any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations foregoing prior to the Closing Date) (all such liabilities and obligations to be so contributed into, and /or relating assumed by, the New LP being collectively referred to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which herein as the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due“New LP Assumed Liabilities”).

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Buyer shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties Taxes (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any liabilities or obligations related to the Business not expressly assumed hereunder or any other litigation, arbitration, investigation, proceeding or claim pertaining to or affecting the Business or the purchased Assets, to the extent based on a cause of action arising prior to the Closing Date, whether the commencement of such litigation, arbitration, investigation, proceeding or claim is before or after the Closing Date; (viii) any Seller Transaction Expenses; and (viiiix) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due.Date

Excluded Liabilities. Notwithstanding anything contained herein to the contraryNone of Buyer, any Affiliate of Buyer or any Assignee shall not assume, or cause to be assumed, or be deemed to have assumed assume or caused become obligated hereunder in any way to have assumed pay or be liable or responsible for any liabilities or obligations perform (whether known as a successor to any Seller or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereofotherwise) any Liabilities of Seller any Sellers or any of its their respective Affiliates (of any kind or nature, known, unknown, contingent or otherwise, whether direct or indirect, matured or unmatured, other than the liabilities expressly assumed in this Agreement) includingAssumed Liabilities, but not limited to, (the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunderforegoing including the following, the “Excluded Liabilities”):) which shall include the following Liabilities: (ia) any liabilities or obligations relating to any current or former employee or independent contractor all Liabilities of the Seller or any of its Affiliates Subsidiaries arising out of the ownership of the Acquired Assets or operation of the Business or the Acquired Assets prior to the Closing Date other than Cure Costs, Other Payables, the Assumed 503(b)(9) Claims, Severance Reimbursement Obligations, and Ordered Inventory; (b) all Liabilities relating to the payment or performance of obligations arising solely out of facts or circumstances in existence prior to the Closing Date or Designation Assignment Date, as applicable, with respect to the Assigned Agreements; (c) all Liabilities arising from or related to any claim, Action, arbitration, audit, hearing, investigation, suit, litigation or other proceeding (whether civil, criminal, administrative, investigative, or not such employee is hired by Buyer following informal and whether pending or threatened or having any other status) arising out of the ClosingAssumed Liabilities, the Acquired Assets or the operation of the Business prior to the Closing Date or relating to facts, actions, omissions, circumstances or conditions existing, occurring or accruing prior to the Closing Date against any Seller or its Affiliates; (d) all Liabilities to the extent arising prior to the Closing Date or arising from or related to the operation of a Seller’s business or any of Sellers’ products or services, including any Liability relating to (i) design or manufacturing defects (whenever discovered) and labor matters (ii) warranties, product liability, safety or other Liability, in the cases of clauses (i) and (ii), relating to any such current product sold or former employee or independent contractor including manufactured by any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iiie) all Liabilities in respect of any liabilities indebtedness of any Seller or guaranty obligations related relating to the Excluded Assetsany such Indebtedness of any Seller; (ivf) all Liabilities (i) under the Employee Plans, including all Liabilities in respect of (A) any liabilities compensation earned by any Business Employee or obligations arising out of otherwise accrued or payable to or with respect to any Business Employee prior to the Closing, unless expressly assumed by Buyer pursuant to Section 9.7, and (B) any Taxes related thereto, (ii) relating to indebtedness (A) all current and former employees of Seller and Service Providers and its Subsidiaries (including the Business Employees) to the extent arising as a result of an event, action or omission that occurs prior to the Closing and (B) all current and former employees of Seller and Service Providers and its Subsidiaries who do not become Transferred Employees (except to the extent subject to the Severance Reimbursement Obligations) and (iii) those Liabilities relating to the Transferred Employees expressly retained by Seller pursuant to Section 9.7; (g) except as otherwise provided for in Section 2.3(o), all Liabilities of the Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or Subsidiaries relating to any contract which is not an Assigned Contract; (vii) other than in connection with the operation of the Business after the Closing Date, any liabilities fines or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations penalties arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs noncompliance with Environmental Laws occurring prior to the Closing Date, including specifically all losses caused by (ii) Claims for personal injury or arising out property damage related to exposure occurring prior to the Closing Date to Hazardous Substances present at, on, in, under or migrating to or from any Acquired Asset or (iii) the offsite disposal of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business Hazardous Substances occurring prior to the Closing Date; (h) any Excluded Asset-Reorganization Taxes; (i) if (A) Buyer makes the election under Section 2.12(b) to treat all the transactions described in this Article II as Designated Sale Transactions (resulting in no transfer of Sellers’ Tax attributes to Buyer), (B) such transactions do not result in a transfer of substantially all of Sellers’ Tax attributes to Buyer solely as a result of Sellers’ failure to make good faith efforts to comply with Section 9.2(a), or (C) the Internal Revenue Service successfully asserts (for which assertion there is a final determination), that none of Sellers’ Tax attributes transferred to Buyer, Excluded Asset-Sale Taxes (but in the case of clause (C) in respect of a Tax arising in any period prior to any such final determination, only to the extent Sellers actually obtain a refund or other current economic Tax reduction in respect of the applicable Taxes); provided, however, that if Buyer makes the election under Section 2.12(b) to treat all the transactions described in this Article II as Designated Sale Transactions and the Internal Revenue Service successfully asserts that a transfer of any such Tax attributes to Buyer shall have occurred notwithstanding such Buyer election, then Excluded Asset-Sale Taxes shall not be an Excluded Liability to the extent any such tax would have been reduced or eliminated had the Sellers’ Tax attributes not transferred to Buyer (taking into account Tax attributes Sellers would have had if all transactions described in Article II were Designated Sale Transactions and respected as such by the Internal Revenue Service); (j) all Liabilities with respect to any brokerage or finders’ fees or agents’ commissions or other similar payment in connection with the Transactions incurred by any Seller; (k) all Liabilities under this Agreement or any documents or instruments executed and delivered by Seller and its Affiliates pursuant to this Agreement; (l) all Liabilities relating to or arising, whether the commencement of any related litigationbefore, arbitration, investigation, proceeding or claim occurs before on or after the Closing Date or, subject to Article V, any applicable Designation Assignment Date, out of, or in connection with, the Excluded Assets; (m) all Liabilities in respect of any gift cards, gift certificates, merchandise credits, return credits, customer membership or customer loyalty discount programs, coupons, groupons or other similar credits or programs issued by, on behalf of or in relation to Sellers other than the Assumed Customer Credits; (n) all Liabilities related to or arising from, whether before, on or after the Closing Date, use by Sellers of any of the Trademarks or Business Names included in the Acquired Intellectual Property pursuant to Section 9.10; (o) except as otherwise provided in this Agreement, all Liabilities for the rejection of any Contract to which a Seller is a party; (p) the SHIP Purchase Agreement Liabilities (if the SHIP Closing shall have occurred prior to the Closing Date); (q) other than the liabilities assumed in accordance with Section 2.3(g) (Cure Costs) and 2.3(k) (Severance Reimbursement Obligations, Assumed 503(b)(9) Liabilities and Other Payables and the payment obligations with respect to the Ordered Inventory), accounts payable incurred in the Ordinary Course of Business existing on the Closing Date (including (i) invoiced amounts payable and (ii) accrued but uninvoiced accounts payable); and (r) the claims underlying the mechanics’ liens identified in Section 2 of Schedule 6.5. For the avoidance of doubt, all Taxes of any Seller shall satisfy all Excluded Liabilities that are an obligation be Assumed Liabilities, regardless of Seller promptly when duethe time and circumstances giving rise to any such Taxes, except for any Tax expressly excluded under Section 2.2(h) or Section 2.4(i).

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Buyer shall not assume, or cause to be assumed, assume or be deemed obligated to have assumed pay, perform or caused to have assumed otherwise assume or be liable discharge any Liabilities of Seller or responsible for any liabilities Seller Subsidiary or obligations (Affiliate of Seller, whether direct or indirect, known or unknown, fixed, absolute, matured, unmatured, accrued absolute or contingent, now existing whether or not any such Liability has a value for accounting purposes or is carried or reflected on or specifically referred to in either Seller's or the applicable Seller Subsidiary's financial statements, whether or not of, associated with or arising after from the date hereof) of Seller Business or the operation thereof or any of its Affiliates Purchased Asset, that are not Assumed Liabilities (other than the liabilities expressly assumed in this Agreement) includingcollectively, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “"Excluded Liabilities”):"), including: (ia) any liabilities Excluded Taxes; (b) any Liability for any judgment, order, decree, ruling or obligations charge, or any action, suit, grievance, arbitration, proceeding, hearing or investigation of, in, or before any Governmental Body or before any arbitrator, pending as of the Closing Date and to the extent relating to any current act or former employee omission occurring or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following condition existing prior to the Closing) and labor matters relating , other than with respect to any such current matters that relate to or former employee arise from an Assumed Liability; (c) subject to Section 2.7(f), any Liability under the Excluded Agreements, Nonassignable Licenses and Nonassignable Assets or independent contractor including any liabilities or obligations otherwise arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to under the Excluded Assets; (ivd) any liabilities or obligations arising out of or relating to indebtedness Liability of Seller or any Affiliate of its AffiliatesSeller under the Contribution and Distribution Agreement, dated as of September 30, 2000, by and between Lucent Technologies Inc. and Seller; (ve) any liabilities Liability with respect to any individual that is an employee (including any Business Employee), consultant, independent contractor, or obligations agent of Seller, the Seller Subsidiaries or Affiliates of Seller, in each case who is not a Transferred Employee or an employee of Avaya Tianjin on the Closing Date; without limiting the generality of the foregoing, any inducement, pension, severance, accrued vacation, accrued personal day, accrued sick day, medical insurance or other Liability under the Early Retirement Program or otherwise associated with the Early Retirees or with a Company Plan to the extent covering any Early Retiree shall be an "Excluded Liability"; (f) except as explicitly set forth in Section 2.5 or Section 5.4, any Liability arising under any Company Plan; (g) any Liability arising under or related in any way to Environmental Law, including the Remedial Action of Hazardous Substances at, to or from the Premises, that arises out of any act or omission that first occurred or failed to occur in whole or in part prior to the Closing Date; (h) any Liability relating to, resulting from or arising out of workers' compensation claims incurred or relating made on or prior to any contract which is not an Assigned Contractthe Closing Date; (vii) any Indebtedness of Seller or any Seller Subsidiary; (j) subject to Buyer's compliance with its obligations under Section 5.4(l), Buyer shall have no Liability for any damages or other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations losses which Seller may incur arising out of operations a claim by the Unions that Buyer failed to assume the Collective Bargaining Agreements; (k) any Liability under the Memorandum of Agreement (the "Effects Package Agreement") dated May 31, 2003 among Seller and System Council T-3, I.B.E.W., on behalf of itself and Local Nos. 1614 and 1974, I.B.E.W., and any grievances related thereto; and (l) any Liabilities to the extent attributable to the employment or termination of employment of any Transferred Employee on or prior to the Closing Date, and /or relating to any real property owned, leased, occupied except as explicitly set forth in Section 2.5 or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due5.4.

Excluded Liabilities. Notwithstanding anything contained herein Sub is not assuming or agreeing to the contrary, Buyer shall not assume, pay or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for -------------------- perform any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller Trustee or any of its Affiliates (Principal other than the Assumed Liabilities (all such liabilities expressly not being assumed in this Agreement) including, but not limited tobeing referred to as "Excluded Liabilities"). Without limiting the foregoing, the following obligations Excluded Liabilities shall including the following: (a) Any taxes (including income or capital gains tax, any duty, levy or charge, any goods and liabilities service tax or any amount in the nature of Seller and its Affiliates (such obligations and liabilities not assumed hereunderany of these items) of Trustee, the “Excluded Liabilities”): (i) any liabilities Unitholder or obligations relating to any current ▇▇▇▇▇ arising before the Closing or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchasetransactions contemplated by this Agreement other than stamp duty in accordance with Section 10.5; (iib) All brokerage commissions, finder's fees or similar fees or commissions, any Taxesaccounting, interestlegal and other professional fees, and penalties (i) attributable to the purchased Assets or the Business payable in connection with respect to any Pre-Closing Period or (ii) imposed on Seller this Agreement or any of its Affiliatesthe transactions contemplated hereby to any broker, finder, agent, financial advisor accounts, attorneys, or other representatives, acting or having acted on behalf of or employed by Trustee or the Principals; (iiic) any liabilities or obligations related Any liability relating to the Excluded Assets; withholding obligations of Trustee or that Principals and any other taxes (iv) including income or capital gains tax, any liabilities duty, levy or obligations arising out of or relating to indebtedness of Seller charge, any goods and service tax or any amount in the nature of its Affiliates; (vany of these items) resulting from the exercise, redemption or other disposition of any liabilities options to purchase shares in or obligations arising out securities of Trustee or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction ExpensesUnitholder; and (viiid) Any liability to any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or person arising out of any alleged designownership interest in Trustee or Unitholder. All of the Excluded Liabilities will be the sole responsibility and obligation of Trustee (or the Principals, manufactureas appropriate). Trustee (or the Principals, assemblyas appropriate) must pay, installation, use or sale perform and discharge all of the Excluded Liabilities when due in accordance with their respective terms and conditions and in a commercially reasonable manner designed to further the goodwill and reputation of the Business. Trustee and the Principals indemnify and must keep indemnified Sub and DoveBid in respect of any products manufactured and all claims, costs, expenses or liabilities suffered or to be suffered due to a breach by Trustee of the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duepreceding paragraph.

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Buyer shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible no responsibility for any agreements, liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or of any nature whatsoever which are not specifically included in the Assumed Liabilities, including without limitation all of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (ia) Liabilities arising under any promissory note or agreements governing or securing indebtedness for borrowed money, interest bearing obligations owed to third parties or the deferred purchase price of any property; (b) any liabilities or obligations relating to any current or former employee or independent contractor Liability of Seller or any of its Affiliates (whether affiliates for Taxes relating to the operation of the Business, or not such employee is hired by Buyer following the ownership of the Acquired Assets, prior to the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (iic) any Taxesobligation to defend or indemnify any person by reason of the fact that such person was a director, interestofficer, and penalties (i) attributable to the purchased Assets employee, or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller agent of Seller, or any of its Affiliates; (iii) any liabilities affiliates, or obligations related to was serving at the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness request of Seller or any of its Affiliatesaffiliates, as a partner, member, trustee, director, officer, employee, or agent of another entity, and whether such obligation is pursuant to any statute, charter document, by-law, agreement, or otherwise; (vd) any liabilities or obligations arising out of or relating obligation to pay compensation to any contract which is not an Assigned Contract; (vi) other than in connection with the operation current or former director, officer or employee of the Business after the Closing DateSeller or any of its affiliates, any liabilities or obligations arising out of operations for services prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (viie) Liabilities related to or arising out of Seller’s employee insurance or other benefits, any other Liabilities to employees or former employees of Seller Transaction Expenses; and (viii) or any liabilities or obligations arising from product liability claims of its affiliates, for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs services prior to the Closing Date; (f) Liabilities resulting from any violation by Seller, including specifically all losses caused by or arising out any employee, director or agent of Seller, or any of its affiliates, or any predecessor for which Seller or any of its affiliates may be liable, of any alleged designApplicable Law, manufactureincluding, assemblywithout limitation, installationthose applicable to discrimination in employment, use employment practices, wage and hour, retirement, labor relations, occupational safety, health, trade practices, environmental matters, competition, pricing and product advertising, in each case existing or sale of any products manufactured by the Factory or the Business occurring prior to the Closing Date, whether the commencement ; (g) Liabilities resulting from workers’ compensation claims or audits arising out of any related litigation, arbitration, investigation, proceeding or claim occurs before or after events occurring prior to the Closing Date Date; and (h) Liabilities incurred by Seller shall satisfy or any of its affiliates under or in connection with this Agreement or any of the Ancillary Agreements or the transactions provided for herein or therein, including without limitation all Excluded Liabilities that are an obligation fees and expenses of legal counsel, accountants, experts, or any investment banker, business broker, finder, or other advisor retained by Seller promptly when dueor any of its affiliates. BUYER AGREES THAT IT IS PURCHASING THE ACQUIRED ASSETS, AND ASSUMING THE ASSUMED LIABILITIES, ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS, AND THAT EXCEPT FOR THE SPECIFIC EXPRESS REPRESENTATIONS AND WARRANTIES BY SELLER IN ARTICLE 4, THERE ARE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES BY SELLER OR ANY OTHER PARTY REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, PHYSICAL QUANTITIES OF INVENTORY, VALUE OF INVENTORY, FUTURE FINANCIAL RESULTS OR OTHERWISE.

Excluded Liabilities. Notwithstanding anything contained herein to the contraryOther than as specifically listed in Section 2.03 above, Buyer shall not assumeassume any Liability whatsoever of Sellers, whether or cause not arising from or related to be assumed, the Business or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations the Purchased Assets (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) ), and Sellers shall pay, perform and discharge, as and when due, each such Excluded Liability. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, and under no circumstances shall Buyer be deemed to assume any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations Liability arising out of or relating to to: (a) any employee-related matteractual or alleged tortious conduct, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option breach of Contract or purchase plan, employment contract, consulting contract, violation of Applicable Law by any Employee Benefit Plan Seller or any entitlements arising as a result of their employees or in connection with the consummation of the Purchaseagents; (iib) any Taxes, interest, and penalties product sold or manufactured prior to the Closing Date; (ic) Taxes of any kind or character (other than property taxes attributable to the purchased Assets or Purchased Assets, to the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliatesextent prorated hereunder); (iiid) the ownership, operation, use or disposal of any liabilities or obligations related to the Excluded AssetsAsset; (ive) any liabilities collective bargaining agreement, employee compensation or obligations employee benefits including Liability for severance pay, overtime pay, bonus or incentive compensation, retirement plans (including any underfunding or withdrawal liability pursuant to the Multiemployer Pension Plan Amendment Act of 1980, arising out of or relating from contributions made by the Sellers to indebtedness of Seller or the plans in question, as calculated through, and as of, any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with such withdrawal caused by the operation purchase of the Business Purchased Assets described herein, or otherwise triggered within thirty (30) days after the Closing Date, regardless of whether or not the amount of such Liability is known as of the time of such withdrawal) unemployment compensation, vacation, sick leave, termination pay or relating to any liabilities Employee Benefit Plan of any Seller or obligations of any of their Affiliates; (f) any Environmental Liability relating to or arising out of operations any condition or obligation existing on or prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (viig) any Seller Transaction Expenses; andDebt of Sellers or any of their Affiliates; (viiih) any liabilities Proceedings relating to Sellers or obligations arising from product liability claims for which to the injury conduct or loss giving rise thereto (not just the delivery ownership of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory Business or the Business Purchased Assets on or prior to the Closing Date, whether or not listed in Section 4.07(a) of the commencement Disclosure Letter; (i) any Liability arising out of any related litigationpresent or former business activity of Sellers other than the Business; (j) any claims, arbitrationchoses in action, investigationcauses of action, proceeding rights of recovery, rights of set-off of any kind by any third party (including any employee or claim occurs before former employee of any Seller) arising out of the conduct of the Business, or after the ownership, operation or use of any Purchased Assets on or prior to the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation Date; or (k) any Liability of Seller promptly when dueSellers under or arising by reason of this Agreement, or incurred in connection with the transactions contemplated by this Agreement, including any Sellers’ legal and accounting fees and expenses.

Excluded Liabilities. Buyer will not assume or have any responsibility with respect to any Liability of Seller not specifically included within the definition of Assumed Liabilities (such liabilities and obligations not being assumed being herein called the "Excluded Liabilities"). Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement or any disclosure contained in the Disclosure Schedules, Buyer none of the following shall not assume, or cause to be assumed, constitute or be deemed to have assumed be Assumed Liabilities for purposes of this Agreement, but shall instead constitute Excluded Liabilities: (i) any Liability of Seller in respect of any (A) accounts payable or caused accrued expenses of Seller attributable to have assumed any period (or be liable portion thereof) ending on or responsible before the Closing (irrespective of whether any invoice, statement or ▇▇▇▇ for any liabilities such amounts is received by Seller or obligations (whether known Buyer or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising due after the date hereofClosing) in an amount in excess of the aggregate amount of accounts payable and accrued expenses set forth in the Estimated Net Working Capital Statement, (B) Seller's compensation and benefits for its employees, including wages, incentives, commissions, bonuses, vacation pay, paid days off, pension and retirement through the Closing Date and all prior calendar years, (C) amounts payable by Seller to any employee that is not a Transferred Employee or employee of Seller accruing as a result of the execution and delivery of this Agreement or the performance of the transactions contemplated hereby, (D) any bank or third party debt, (E) any tort or violation of law committed by Seller or any of its Affiliates directors, officers, employees or agents (other than including any noncompliance with any federal, state or local law respecting employment or employment practices, terms and conditions), (F) any breach of any representation, warranty or covenant occurring prior to the liabilities expressly assumed Closing under any agreement, license or lease included in this Agreementthe Acquired Assets, (G) includingany litigation, but not limited toclaim, cause of action, suit, investigation or proceeding pending or asserted against Seller, or accruing or occurring, before the following obligations Closing (including any claim of wrongful discharge, claim of employment discrimination or claim of sexual harassment pending or asserted against Seller, or accruing or occurring, before the Closing), and liabilities (H) any actual or threatened demand, suit, action or proceeding which involves a claim of infringement or misappropriation of any Intellectual Property right (including without limitation patent, copyright, trade ▇▇▇▇, and trade secret rights) of any third party, (ii) any Liability of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, for unpaid Taxes for periods prior to the “Excluded Liabilities”):Closing, (iiii) any liabilities or obligations relating to any current or former employee or independent contractor Liability of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations for income Taxes arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets;transactions contemplated hereby, (iv) any liabilities obligation of Seller to indemnify any Person by reason of the fact that such Person was a director, officer, employee or obligations arising out of or relating to indebtedness agent of Seller or was serving at the request of Seller as a partner, trustee, director, officer, employee or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such indemnification is pursuant to any of its Affiliates;statute, charter document, bylaw, agreement or otherwise), and (v) any liabilities or obligations arising out Liability of or relating to any contract which is not an Assigned Contract; (vi) other than Seller for costs and expenses incurred in connection with this Agreement and the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duetransactions contemplated hereby.

Excluded Liabilities. Notwithstanding anything contained herein to Except for the contraryAssumed Liabilities, Buyer in no event shall not Purchaser assume, agree to pay, satisfy or cause to be assumed, discharge or be deemed to otherwise have assumed or caused to have assumed or be liable or responsible any responsibility for any liabilities or obligations (whether known or unknownof Sellers, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but and Assumed Liabilities shall not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) include any liabilities or obligations relating to any current or former employee or independent contractor in respect of Seller or any of its Affiliates the following: (whether or not such employee is hired by Buyer following the Closingi) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiationfor accrued salary, severance costpay, pension planpaid time off, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contractofficers' incentive sales bonuses, any Employee Benefit Plan other bonuses and the like related to employee compensation for any period or any entitlements arising as portion of a result of or in connection with period prior to the consummation of the Purchase; Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any Taxes, interest, and penalties (i) attributable to the purchased Assets or prior owner of the Business with respect to of any Pre-Closing Period kind or (ii) imposed on Seller or for any of its Affiliates; period; (iii) any liabilities liability or obligations related to the Excluded Assets; (iv) obligation of Sellers whatsoever which accrued at any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and /or whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury Sellers' breach of, default under or loss giving rise thereto (not just the delivery of the notice of such claims) occurs failure to comply with, at any time prior to the Closing Date, including specifically all losses caused by whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of any alleged design, manufacture, assembly, installation, use or sale the operation of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any related litigation, arbitration, investigation, proceeding of the Division's facilities or claim occurs before or after operations that is pending on the Closing Date Seller shall satisfy all Excluded Liabilities that are an Date; (vi) any liability or obligation of Seller promptly when dueSellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Sellers; and (ix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Sellers.

Excluded Liabilities. The parties agree that, except as otherwise provided herein or in any of the Closing Agreements, Buyer (and after the Closing, APC and its Subsidiaries) shall not have any responsibility or incur or assume any Liabilities with respect to the following matters (collectively, the "Excluded Liabilities") (it being understood, subject to Section 5.21 of this Agreement, that such assets shall be transferred to, or such obligations will be assumed by, PHL or Holdings prior to Closing): (a) any Owned Real Property; and (b) any APC Headquarters Employees. Notwithstanding anything contained herein the foregoing to the contrary, with respect to any APC Headquarters Employees, Buyer (and after the Closing, APC and its Subsidiaries) shall, except as provided hereinafter, assume Liabilities accrued, arising or incurred under, or otherwise relating to, any APC Plan or APC Benefit Arrangement, and such Liabilities shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or Excluded Liabilities for purposes of this Agreement. The foregoing notwithstanding, Holdings shall be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising benefits payable as a result of or in connection with the consummation termination within eight (8) weeks after the Closing of the Purchase; (ii) employment of any Taxes, interest, and APC Headquarters' Employee other than any severance benefits or penalties (i) as are attributable to the purchased Assets wrongful acts or inactions of Buyer or its Affiliates (including APC or its Subsidiaries after the Business Closing). All of the above notwithstanding, the parties have agreed that in the interests of facilitating a transition following the Closing, APC shall be entitled to continue, for a period of up to eight (8) weeks following the Closing, the employment of any of the APC Headquarters Employees, provided APC shall be liable for such employees' salary and benefits earned or accrued during such period. Such continuation of employment for such period of time shall not affect Holdings' obligation hereunder for severance benefits (as more fully described above). If, however, APC, without Holdings' prior express written permission, continues, after that date which is eight (8) weeks after the Closing, the employment of any APC Headquarters Employee, such circumstance, without more, shall immediately and automatically result in the termination of all obligations of Holdings under this Agreement for severance benefits of any kind with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueemployee.

Excluded Liabilities. Notwithstanding anything contained herein any provision of this Agreement to the contrary, except as expressly provided in Section 1.3 hereunder, Buyer is not assuming, and Seller agrees that Buyer and its Affiliates shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or otherwise responsible for for, in any liabilities way, any Liabilities of, Seller, its Affiliates, or the Business (the “Excluded Liabilities”), including but not limited to: (a) Indebtedness other than (i) the North Stadium Note, and (ii) trade payables or other obligations incurred in the ordinary course of business post-Closing and relating to any Assigned Contract; (b) Seller Transaction Expenses; (c) Liabilities owed by Seller to any Beneficial Owner or any other Related Party, other than Seller’s payment obligations to North Stadium under the North Stadium Note; (d) Liabilities related to or arising out of the Excluded Assets or any business of Seller other than the Business, whether arising prior to, on, or after the Closing Date; (e) Any Liabilities or obligations for (whether known i) Taxes relating to the Excluded Assets or unknownthe Excluded Liabilities, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of to which Seller or any of its Affiliates is subject, directly or indirectly; (other than ii) Taxes attributable to the liabilities expressly assumed in this Agreement) including, but not limited toBusiness, the following obligations Assumed Liabilities, or the Acquired Assets for any Tax period (or portion thereof), as prorated, ending on or before the Closing Date; and liabilities (iii) any Taxes imposed on Buyer or its Affiliates as a successor or transferee of Seller and or its Affiliates Affiliates; (such f) Liabilities or obligations and liabilities not assumed hereunderof Seller, the “Excluded Beneficial Owners, or their respective Affiliates arising under this Agreement or any Ancillary Document; (g) Liabilities related to or arising out of the operation of the Business or the ownership of the Acquired Assets on or prior to the Closing, except for Assumed Liabilities”):; (h) Liabilities relating to or arising from any Seller employee benefit plan; (i) all deferred compensation, severance, equity appreciation, phantom equity or similar payments due by Seller to any liabilities Person under any plan, agreement or obligations arrangement of Seller; (j) all wages, bonuses, commissions, independent contractor payments, payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, stay, change of control, severance, bonus, or similar payments due by either Seller to any Person and other accelerations or increases in rights or benefits of either Seller’s employees (or former employees) under any plan, agreement or arrangement of each Seller which obligation, in each case, either (A) arises at or prior to the Closing or (B) is payable or becomes due in whole or in part as a result of the consummation of the transactions contemplated by this Agreement, including all Taxes that are payable by either Seller or their Affiliates in connection with or as a result of the payment of such Liability; (k) Liabilities of Seller or its Affiliates for warranty claims for (i) Spinal Products manufactured or sold prior to the Closing Date or (ii) Silicon Nitride Products manufactured by Seller on or after the Closing Date; (l) Liabilities of Seller or its Affiliates relating to or arising from the manufacture, testing or clinical studies, packaging, or sale of the Spinal Products before the Closing and all Liabilities related to or arising from the manufacture of Silicon Nitride Products (to the extent actually manufactured by Seller or any current of Seller’s Affiliates) after the Closing; (m) any financial obligation of Seller or its Affiliates to pay royalties (i) pursuant to an Assigned Contract that arose from a sale made prior to the Closing Date or (ii) pursuant to any Contract other than an Assigned Contract; (n) any Liability of Seller or its Affiliates pursuant to any Environmental Law arising from or related to any action, event, circumstance, or condition occurring or existing as of or prior to the Closing; (o) any Liability arising from or related to any breach, failure to perform, torts related to the performance of, violations of Legal Requirements, infringements or indemnities under, guaranties pursuant to and overcharges or underpayments under, any Assigned 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 as of or prior to the Closing; (p) any Liability arising from or related to any compliance or noncompliance on or prior to the Closing with any Legal Requirement applicable to Seller, any of Seller’s Affiliates, the Business, or the Acquired Assets or which arises from facts, circumstances, events, conditions, or actions that occurred or existed as of or prior to the Closing; (q) any Liability arising from or related to any Action against Seller, any of Seller’s Affiliates, the Business, or the Acquired Assets pending as of the Closing or based upon any action, event, circumstance, condition, or action arising or that occurred or existed as of or prior to the Closing; (r) any Liability to indemnify, reimburse, or advance amounts to any present or former employee or independent contractor Representative of Seller or any of its Seller’s Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating including with respect to any breach of fiduciary obligations by any such party); and (s) accounts payable or other accrued and unpaid current or former employee or independent contractor including any liabilities or obligations expenses arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation or conduct of the Business after the Closing Date, any liabilities or obligations arising out outstanding as of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities other than such payables or expenses incurred in the ordinary course of business that are an obligation of Seller promptly when duerelate to Assigned Contracts.

Excluded Liabilities. Notwithstanding Except for Assumed Liabilities, notwithstanding anything contained herein to the contrarycontrary contained in this Agreement, Buyer shall the Buyers do not assume, agree to perform or cause to be assumeddischarge, indemnify the Seller Indemnified Parties against or be deemed to otherwise have assumed any responsibility or caused to have assumed or be liable or responsible liability for any liabilities or obligations (Liabilities of the Willtek Group, whether known or unknown, fixed, absolute, matured, unmatured, accrued fixed or contingent, now existing and whether arising prior to, on or arising after the date hereof) of Seller or any of its Affiliates Closing Date (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):) including the following: (ia) the Bank Debt and any accrued interest expense in connection therewith; (b) any liabilities Indebtedness or obligations relating Liability of the Willtek Group to any current or former employee or independent contractor of Seller the Company or any of its Affiliates (whether corporate Affiliates, or not such employee is hired by Buyer following to any officer, director or shareholder of the ClosingCompany, including the Indebtedness described on Schedule 2.4(b) and labor matters any accrued interest thereon; (c) any Liability for Taxes relating to any such current the Business or former employee or independent contractor including any liabilities or obligations arising out of or relating the Acquired Assets attributable to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, period prior to the Closing Date and any Employee Benefit Plan or any entitlements arising as a result of or Liability for Transfer Taxes in connection with the consummation of the Purchasetransactions contemplated herein; (iid) any TaxesLiability of the Willtek Group to indemnify the Company or any corporate Affiliate of the Company or any officer, interestdirector, employee or shareholder of any of the Willtek Group, the Company or any of the corporate Affiliates of the Company; (e) any Liability pertaining to the Willtek Group or the Business and penalties arising out of or resulting from non-compliance prior to the Closing Date with any Laws; (f) any Liabilities of the Willtek Group (i) attributable to make any payments or provide benefits of any kind to any former employees or retirees of the Willtek Group other than the Assumed Pension Liabilities, (ii) to provide any U.S. Business Employees with COBRA benefits, (iii) in respect of work related employee injuries or workmen’s compensation claims for any Willtek Group Employees based on events or circumstances occurring prior to the purchased Assets Closing Date (iv) to the Willtek Group Employees for any change in control payments or bonuses or retention or incentive payments that are predicated on the successful consummation of the Acquisition Transaction, (v) for any payments to any of the Willtek Group Employees constituting salary, bonus or Severance Pay or for any payments to the Willtek Group Employees under any Employee Plans of the Willtek Group to the extent that, in either case, the same actually was due and payable and not paid by the Willtek Group (or the Business Seller) prior to the Closing Date, (vi) relating to, or arising under, the Willtek 1992 Social Plan; and (vii) not assumed as Assumed Liabilities pursuant to Section 2.3(d). (g) expenses incurred by the Seller in connection with respect the Acquisition Transaction or any other transactions contemplated herein, including fees and expenses of Seller’s counsel, accountants, consultants and investment advisors; (h) any obligation or Liability of the Seller to the Buyers created by this Agreement or any Related Document; (i) any Pre-Closing Period Environmental Liabilities; (j) any Liability, whether currently existing or hereafter arising, to the extent attributable to an Excluded Asset; (k) any Liability arising from the failure by the Willtek Group to comply with the bulk transfer or other applicable Laws of any jurisdiction with respect to the consummation of the transactions contemplated hereby, including the German Foreign Trade Act; (l) any Liability for any Action if and to the extent that it (i) relates solely to an Excluded Asset or an Excluded Liability or (ii) imposed arises out of circumstances or events related to the operation of the Business by the Willtek Group prior to the Closing Date and is not accrued on Seller the December 31, 2009 Balance Sheet or any of its Affiliatesset forth on Schedule 2.3(m); (iiim) any liabilities Liability for Employment Claims resulting from, or obligations related predicated upon, any events or circumstances arising or occurring prior to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than Closing Date in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by SellerBusiness; (viin) any Seller Transaction ExpensesPre-Closing Export Control Laws Liabilities; and (viiio) any liabilities or obligations arising from product liability claims Liabilities of the Willtek Group not incurred in the Ordinary Course of the Business which are not expressly assumed by the Buyers; and (p) all Liabilities which are identified as Excluded Liabilities but for which the injury or loss giving rise thereto (not just the delivery Buyers otherwise are held to be liable under applicable German Law, including Section 75 of the notice German General Tax Code and Section 25 of the German Commercial Code and any other similar national law provisions, nevertheless shall remain and be treated internally as Excluded Liabilities for purposes of this Agreement. To the extent, if at all, that any Liability is identified in this Agreement as both an Assumed Liability and an Excluded Liability, it shall be treated for all purposes under this Agreement and the Related Documents as an Excluded Liability. To the extent that any current Liability of the Willtek Group may be partly an Assumed Liability and partly an Excluded Liability, the apportionment of such claims) occurs prior Liability shall be determined pursuant to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured applicable accounting principles by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueParties hereto.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement or in any Transaction Document, Buyer shall 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 other than the New LLC Assumed Liabilities (as defined in this Section below), the New LLC will not assume, agree to pay, perform and discharge or cause to in any way be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any debts, liabilities or obligations (whether known of the Business, Seller, Shareholders or unknownany of their respective Affiliates of any kind or nature whatsoever, fixedarising out of, absoluterelating to, maturedresulting from, unmaturedor caused by any transaction, accrued status, event, condition, occurrence or contingentsituation relating to, now existing arising out of or arising after in connection with the date hereof) of Business, the Assets, Seller or any of its Affiliates (other than Shareholder existing, arising or occurring on or prior to the liabilities expressly assumed in this Agreement) Closing Date, including, but not limited towithout limitation, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of arising from the Excluded Assets (the “Excluded Liabilities”). Notwithstanding the foregoing, Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interestwill contribute into New LLC, and penalties New LLC will assume and thereafter pay and fully satisfy when due, all liabilities and obligations: (ia) attributable which arose prior to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on New LLC Asset Transfer and represent normal and current trade payables incurred by Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than 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), including, without limitation, those specifically set forth on Schedule 1.4(a) (“Accounts Payable”); (b) the other accrued liabilities of Seller 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”); and (c) first arising after the Closing Date, New LLC Asset Transfer under any liabilities Assumed Contract (except for any liability or obligations obligation arising out from any breach or failure to perform under any of operations the foregoing prior to the Closing Date) (all such liabilities and obligations to be so contributed into, and /or relating assumed by, the New LLC being collectively referred to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which herein as the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due“New LLC Assumed Liabilities”).

Excluded Liabilities. Notwithstanding anything contained herein to any other provisions of this Agreement and the contraryAncillary Agreements, except for the Assumed Liabilities expressly specified in Section 2.3, Buyer shall not assume, or cause to otherwise be assumedresponsible for, any Liabilities of Seller or its affiliates, whether liquidated or unliquidated, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixedwhether arising out of occurrences prior to, absolute, matured, unmatured, accrued at or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates hereof (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):), which Excluded Liabilities include, without limitation: (a) except as specifically provided in Section 5.5, any Liability to or in respect of any employees or former employees of Seller or its affiliates, including, (i) any liabilities claim or obligations relating to any demand of a current or former employee relating to or independent contractor arising as a result of employment, termination thereof, or an employment agreement, whether or not written, between Seller or its affiliates and any Person, including, for this purpose, with respect to any Person claiming entitlements or benefits on the basis of a claimed employer-employee relationship between Seller and such Person, (ii) any Liability under any Benefit Arrangement at any time maintained, contributed to or required to be contributed to by or with respect to Seller or its affiliates or under which Seller or its affiliates may incur Liability, or any contributions, benefits or Liabilities therefor, or any Liabilities with respect to Seller’s or its affiliates’ withdrawal or partial withdrawal from or termination of any Benefit Arrangement, (iii) any Liability under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), (iv) any Liability of Seller or its affiliates under the WARN Act, and any similar state, local U.S. or non-U.S. law or regulation, (v) except as set forth in Section 2.3, any Liability of Seller or its Affiliates affiliates for payroll obligations and/or severance and/or paid time and/or mandatory or customary payment and/or expense accounts and/or benefit and/or entitlement for employees of Seller or its affiliates, and (whether vi) any claim of an unfair labor practice, or not such employee any claim under any state unemployment compensation or worker’s compensation law or regulation or under any federal, state or non-U.S. employment discrimination law or regulation, which shall have been asserted on or prior to the Closing Date or is hired by based on acts or omissions which occurred on or prior to the Closing Date; (b) any Liability for Taxes of Seller (including Seller’s Liability for Taxes of another Person under Treasury Regulations Section 1.1502-6 or any corresponding provision of state, local or foreign tax law), other than Transfer Taxes and Property Taxes that are specifically allocated to Buyer following the Closingpursuant to Section 2.10 and Section 5.7(b); (c) and labor matters relating any Liability of Seller arising out of or related to any such current Action asserted on or former employee prior to the Closing Date against Seller, or independent contractor including against or in respect of any liabilities Asset, or obligations the basis of which shall have arisen on or prior to the Closing Date; (d) any Liability of any Subsidiary owed to Seller; (e) any Liability of Seller arising out of or relating to any employee-related matterthe ownership, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option operation or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation possession of the Purchase; (ii) Assets prior to Closing, including without limitation any Taxesclaims, interestobligations, and penalties (i) attributable to the purchased Assets rebates or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations litigation arising out of or relating to indebtedness events or conditions occurring prior to Closing or Products sold by Seller prior to Closing; (f) any Liability of Seller that arises out of or relates to any Excluded Asset; (g) any Liability to the extent arising from or as a result of the conduct of the Retained Business by Seller or any of its AffiliatesSubsidiaries or affiliates; (vh) any liabilities Indebtedness of Seller, or obligations arising out any of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, its Subsidiaries and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expensesaffiliates; and (viiii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueunder or with respect to any Contract of Seller other than an Assumed Contracts.

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Buyer The parties hereto agree that Purchaser shall not assume, pay, discharge, become liable for or perform when due, and Seller shall not cause Purchaser so to assume, pay, discharge, become liable for or perform, any liabilities (contingent or otherwise), debts, contracts, commitments and other obligations of Seller of any nature whatsoever except the Assumed Liabilities (the "Excluded Liabilities"). Without limiting the foregoing, Purchaser shall not assume, pay or discharge, and shall not be assumedliable for, any liability, commitment or expense of Seller as a result of or arising from any of the following: (a) Seller's obligations and any liabilities arising under this Agreement; (b) the Convertible Notes (including accrued interest thereon), stock option accruals and employee interest; (c) commissions, payroll and payroll taxes, and health insurance relating to Seller's employment of its employees; (d) any obligation of Seller for federal, state, local or foreign tax liability (including interest, penalties or additions to tax relating thereto) arising from the operation of the Business up to the Closing Date or arising out of the sale by Seller of the Assets pursuant hereto; (e) Seller's Transaction Costs; (f) any liability or obligation to any employee or former employee of Seller or to any third party, under any pension, insurance, bonus, profit-sharing or other employee benefit plan or arrangement (whether written, oral or otherwise) or any obligation relating to salaries, bonuses, vacation (except as specifically assumed pursuant to Section 2.3) or severance pay, including, without limitation, any liability or obligation related to Seller's retention/severance program, or be deemed to have assumed any obligation under any statute, rule or caused to have assumed regulation, including, without limitation, ERISA; (g) any liability, contract, commitment or be liable or responsible for any liabilities or obligations (whether other obligation of Seller, known or unknown, fixed, absolute, matured, unmatured, accrued fixed or contingent, now existing the existence of which constitutes or arising after the date hereof) will constitute a breach of any representation or warranty of Seller contained in or any of its Affiliates (other than the liabilities expressly assumed in made pursuant to this Agreement) including, but Agreement or which Purchaser is not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed assuming hereunder, the “Excluded Liabilities”):; (ih) any liabilities or obligations relating to any current or former employee or independent contractor of Seller under any contracts or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters agreements relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (ivi) any violation by Seller of any law or governmental regulation; (j) FICA and other employee withholding taxes incurred (i) on or prior to the Closing Date and (ii) after the Closing Date with respect to all employees who are not Retained Employees; (k) except with respect to the Accounts Receivable Note (as provided in and defined on Schedule 2.3(b)), liabilities and obligations of Seller for borrowed money and guarantees of borrowed money or obligations arising letters of credit; (l) other than the Assumed Liabilities, any product liability or similar claim for injury to person or property, regardless of when made or asserted, which arises out of or relating is based upon any express or implied representation, warranty, agreement or guarantee made by Seller, or alleged to indebtedness of Seller have been made by Seller, or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than imposed or asserted to be imposed by operation of law, in connection with the operation any service performed or product sold or leased by or on behalf of the Business after the Closing Date, any liabilities Seller on or obligations arising out of operations prior to the Closing Date, and /or including, without limitation, any claim relating to any real property ownedproduct delivered in connection with the performance of such service and any claim seeking recovery for consequential damages, leased, occupied lost revenue or controlled by Seller; (vii) any Seller Transaction Expenseslost profit; and (viiim) any liabilities liability or obligations arising from product liability claims for which obligation, other than the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing DateAssumed Liabilities, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale the conduct of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement including, without limitation, liabilities and obligations arising out of any related litigation, arbitration, investigation, proceeding or claim occurs before or after transactions entered into prior to the Closing Date (including, without limitation, liabilities or obligations arising out of any breach by Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly any provision of any agreement, contract, commitment or lease included in the Assets, including but not limited to liabilities or obligations arising out of Seller's failure to perform any agreement, contract, commitment or lease in accordance with its terms prior to the Closing), any action or inaction prior to the Closing Date or any state of facts existing prior to the Closing Date (regardless of when dueasserted) not expressly assumed by Purchaser pursuant to this Agreement.

Excluded Liabilities. Notwithstanding anything contained herein (other than Clause 4.3) in this Asset Purchase Agreement to the contrary, Buyer the Purchaser is assuming only the Assumed Liabilities and is not assuming any other Liability of Novartis or any of its Affiliates, and Novartis and/or its Affiliates shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or retain and remain responsible for and pay, perform and discharge any liabilities and all Liabilities of Novartis and/or its Affiliates, whether arising prior to, on or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereofClosing Date (collectively, the “Excluded Liabilities”), including the following: (a) any and all Liabilities, whether arising prior to, on or after the Closing Date within or without the Territory, from any patent or trademark infringement claim, action, lawsuit or other investigation or proceeding brought by any Third Party prior to, on or after the Closing Date relating to the Product or the Drug Substance sold by or on behalf of Seller Novartis or any of its Affiliates (other than or its Third Party collaborators) prior to the liabilities expressly assumed in this AgreementClosing Date; (b) includingany and all Liabilities, but not limited whether arising prior to, on or after the following obligations Closing Date, arising under Permitted Encumbrances; (c) any and liabilities all Liabilities, whether arising prior to, on or after the Closing Date, arising under the Third Party Agreements to the extent such Liabilities arise out of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities actions or obligations relating events arising or occurring on or prior to any current the Closing Date, or former employee (ii) a breach or independent contractor of Seller default by Novartis or any of its Affiliates (whether or not such employee is hired by Buyer following prior to the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the PurchaseClosing Date; (iid) any Taxesand all Liabilities, interestwhether arising prior to, and penalties (i) attributable to on or after the purchased Assets or the Business with respect Closing Date, related to any Pre-Closing Period or (ii) imposed on Seller accounts payable of Novartis or any of its Affiliates; (iiie) any liabilities and all Liabilities, whether arising prior to, on or obligations related after the Closing Date, arising out of any action, suit, investigation or proceeding to the Excluded extent relating to or arising out of actions or events arising or occurring prior to the Closing Date relating to the Product, the Business or the Transferred Assets; (ivf) any liabilities and all Liabilities, whether arising prior to, on or obligations arising out after the Closing Date, under the employee benefits or compensation arrangements of or relating to indebtedness of Seller Novartis or any of its Affiliates; (vg) any liabilities and all Liabilities, whether arising prior to, on or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, to the extent relating to any liabilities Excluded Asset; (h) any and all Liabilities, whether arising prior to, on or obligations after the Closing Date for taxes of Novartis and any of its Affiliates; (i) any and all Liabilities arising out of operations the supply by Novartis and/or any of its Affiliates to the Purchaser or any of its Affiliates of the Product and/or Drug Substance to the extent Novartis or any of its Affiliates is responsible for such Liabilities pursuant to the terms of the Supply Agreement; (j) any other Liabilities to the extent related to the Business or Transferred Assets arising from the conduct of the Business by Novartis or any of its Affiliates on or prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (viik) any Seller Transaction Expensesand all Liabilities arising out of the Amended and Restated Asset Purchase Agreement dated as of March 17, 2003 among Pfizer Inc., Novartis International Pharmaceuticals Ltd and NPHAG as amended; and (viiil) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically and all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing DateLiabilities, whether the commencement of any related litigationarising prior to, arbitration, investigation, proceeding or claim occurs before on or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duewithin or without the Territory, from or relating to sales, marketing or price reporting practices prior to the Closing Date either to private price reporting services or to any Governmental Entity.

Excluded Liabilities. Notwithstanding anything Anything contained herein in this Agreement to the contrarycontrary notwithstanding, Buyer Purchaser is not assuming and from and after the Closing, Seller shall not assumepay, discharge, perform or cause to be assumedotherwise satisfy, or be deemed to have assumed or caused to have assumed or be liable or responsible for when due (a) any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller for or in respect of Taxes (as defined in Section 4.18), including, without limitation, any Taxes arising from or relating to the Operations prior to the Closing, (b) any liabilities or obligations of its Affiliates Seller for legal, accounting or broker’s or other advisors’ fees incurred in connection with the negotiation of this Agreement or the consummation of the transactions contemplated hereby, (c) any liabilities or obligations of Seller to any current or former director, officer, employee (other than Transferred Employees or other employees of Seller to the extent set forth in Section 1.03(e)), shareholder or affiliate of Seller, or any current or former director, officer or employee of such shareholder or affiliate or any other division or business unit of Seller, (d) any liabilities expressly assumed in or obligations arising under or relating to any Plan or Employee Benefit Program, or the termination thereof, (e) any liabilities or obligations relating to the Excluded Assets, (f) any liabilities or obligations of Seller arising under this AgreementAgreement or any Additional Agreements, (g) any liabilities or obligations of Seller based upon its acts or omissions occurring after the Closing, (h) any liabilities or obligations of Seller arising under any inter-company arrangements, including, but not limited towithout limitation, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): any arrangements with Parent (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of under or relating to any employee-related matterClaims against Seller submitted by Seller, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan Parent or any entitlements arising as a result affiliate thereof to an insurer under any insurance policy of or in connection with the consummation of the Purchase; (ii) any TaxesSeller, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller Parent or any of its Affiliates; affiliate thereof, including without limitation, the Claims set forth on Schedule 4.29, (iiij) any liabilities or obligations related of Seller arising under or relating to any of the Excluded Assets; Actions set forth on Schedule 4.08 and (ivk) any liabilities or obligations arising out of or Seller relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Dateenvironmental matters, including, without limitation, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to from any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out violation of any alleged designEnvironmental Laws (collectively, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all “Excluded Liabilities that are an obligation of Seller promptly when dueLiabilities”).

Excluded Liabilities. Notwithstanding anything contained herein to the contraryprovisions of Section 2 hereof, Buyer the Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assumeassume or have any responsibility for, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after all Liabilities of the Seller as of the date hereof) of Seller hereof or at any of its Affiliates (time thereafter, other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates Assumed Liabilities (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):), including, without limitation: (i) all Indebtedness of the Seller; (ii) all Liabilities relating to employees of the Seller, including all Liabilities under any of the Seller’s employee benefits agreements, plans or other arrangements; (iii) all accounts payable and other accrued liabilities with respect to the BPH Business incurred on or obligations prior to the Closing Date; (iv) all Taxes now or hereafter owed by the Seller or any Affiliate of the Seller, or attributable to the BPH Assets or the BPH Business, relating to any current or former employee or independent contractor of Seller period, or any portion of its Affiliates any period, ending on or prior to the Closing Date; (whether v) all Liabilities pursuant to Environmental Law arising from or not such employee is hired by Buyer following the Closing) and labor matters relating related to any such current action, event, circumstance or former employee condition related to the BPH Business or independent contractor including the Real Property, in each case occurring or existing on or prior to the Closing Date; (vi) all Claims or Losses related in whole or in part to injuries and losses from products or services manufactured, produced, filled, packaged, marketed, sold or otherwise distributed by or on behalf of the Seller on or prior to the Closing Date; (vii) all Liabilities arising out of any liabilities action, suit, proceeding or obligations investigation pending or threatened as of, or arising out of or relating to any employee-related matterevent or condition occurring or existing on or prior to, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the PurchaseClosing Date; (iiviii) any Taxesall Liabilities under all contracts, interestlicenses, sublicenses, agreements, leases, subleases, commitments, and penalties (i) sales and purchase orders, and under all bids and offers, in each case related to the BPH Business to the extent arising on or prior to the Closing Date or otherwise attributable to any failure by the purchased Assets or Seller to comply with the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliatesterms thereof; (iiiix) any liabilities all Liabilities relating to or obligations related to arising out of the Excluded Assets;; and (ivx) any liabilities or obligations all other Liabilities with respect to, arising out of or relating to indebtedness the ownership, possession or use of Seller the BPH Assets or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the BPH Business after by the Closing Date, Seller or any liabilities or obligations arising out Affiliate of operations the Seller prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due.

Excluded Liabilities. Notwithstanding anything contained herein to Except for the contraryAssumed Liabilities, Buyer shall not assume, or cause to be assumed, assume or be deemed to have assumed or caused to have assumed or be liable or responsible for the performance of any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) Liabilities of Seller or including, without limitation, any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates Liabilities (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”): (a) Any Liability of Seller in respect of or otherwise arising from the operation or use of the Excluded Assets; (b) Any Liability of Seller arising from the making or performance of this Agreement or a Related Agreement or the transactions contemplated hereby or thereby; (c) Any Liability of Seller under the Assigned Contracts or Assigned Leases (i) in respect of payment obligations for goods delivered or services rendered prior to the Closing Date or (ii) relating to a breach or default by Seller of any liabilities of its obligations thereunder occurring prior to the Closing Date, regardless of whether such Liability arises or obligations is discovered on or after the Closing Date; (d) Except for those Assumed Liabilities set forth in Section 2.3(c), any Liability of Seller (i) for any compensation, benefits, employment Taxes, workers compensation benefits and other similar Liabilities in respect of the Transferred Employees (including under the Generation CBA, any Employee Benefit Plan of Seller, or any other agreement, plan, practice, policy, instrument or document relating to any current of the Transferred Employees) to the extent arising or former employee or independent contractor of Seller or any of its Affiliates accruing prior to the Closing Date, (whether or not such employee is hired by Buyer following the Closingii) and labor matters relating to the Transferred Employees for which Seller is responsible under Section 5.8, or (iii) in respect of any such current discrimination, wrongful discharge, unfair labor practice or former employee or independent contractor including similar Claim under applicable employment Laws by any liabilities or obligations Transferred Employee arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option acts or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations omissions occurring prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (viie) Any Liability of Seller arising from or associated with any Intercompany Arrangement, other than Liabilities under those Assigned Contracts set forth on Schedule 2.2(j); (f) Any Liability of Seller for any fines or penalties imposed by a Governmental Authority resulting from (i) any investigation or proceeding pending prior to the Closing Date or (ii) illegal acts or willful misconduct of Seller Transaction Expenses; andprior to the Closing Date; (viiig) Any Liability for Taxes (including, with respect to property Taxes, payments in addition to or in lieu of Taxes and the Property Tax Stabilization Payments) relating to the ownership, operation, sale or use of the Acquired Assets prior to the Closing, except those Taxes for which Buyer is liable pursuant to Section 2.7, Section 5.12 and Section 5.13; (i) any liabilities Environmental Liability to the extent such Environmental Liability arises out of or obligations arising from product liability claims for which relates to any Governmental Authority’s allegation and investigation of any violations of Environmental Laws by Seller, and (ii) any Liability relating to the injury treatment, disposal, storage, discharge, or loss giving rise thereto (not just Release of Hazardous Substances that were generated at the delivery of the notice of such claims) occurs Sites through ownership or operation prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory relating to recycling or the Business arrangement for such activities at, or the transportation to, any Offsite Disposal Facility by Seller, prior to the Closing DateDate (such liabilities, whether the commencement “Excluded Environmental Liabilities”). For the avoidance of any related litigationdoubt, arbitration, investigation, proceeding or claim occurs before or after it is the Closing Date Seller intention of the Parties that this Section 2.4(h) shall satisfy all exclusively define those Environmental Liabilities constituting Excluded Liabilities hereunder, and that are an obligation no other provision of this Section 2.4 shall be construed to include any Environmental Liabilities; and (i) Any Liability of Seller promptly when duein respect of accounts payable or accrued expenses.

Excluded Liabilities. Notwithstanding anything contained herein Neither Transferee nor ▇▇▇▇▇▇ shall assume or be obligated to the contrarypay, Buyer shall not assume, perform or cause to be assumedotherwise discharge, or be deemed to have assumed responsible or caused to have assumed or be liable or responsible for for, any liabilities indebtedness, taxes, warranties, representations, indemnity agreements, rebates, offsets, vendor margin guarantees, liabilities, chargebacks, allowances, discounts, duties or obligations of Parent or Transferor whatsoever (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):). In furtherance of the foregoing, and not in limitation thereof, Excluded Liabilities shall include, without limitation: (ia) all liabilities and obligations arising out of any liabilities action, suit, claim, inquiry, proceeding or obligations investigation pending or threatened as of, or arising out of or relating to any current event or former employee condition relating to Parent, Transferor and/or any Customer Account occurring or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following existing prior to, the Closing; (b) all liabilities and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matterviolation of any law, employee-related payment obligationrule, collective bargaining contractwrit, labor negotiationregulation, severance costjudgment, pension planinjunction, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option order or purchase plan, employment contract, consulting contract, any Employee Benefit Plan decree occurring or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contractevent or condition relating to Parent, Transferor and/or any Customer Account occurring or existing prior to the Closing; (vid) all liabilities and obligations for or relating to indebtedness for borrowed money or the amount of any unsecured debit balance and margin interest in any Customer Account existing as of the date of Closing; (e) all liabilities and obligations relating to any asset other than an Asset; (f) all liabilities, commitments and obligations that arise with respect to the Assets or the use thereof prior to the Closing or that relate to periods prior to the Closing or are to be observed, paid, discharged or performed prior to the Closing; (h) any and all customer claims, known or unknown, arising out of or in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations transaction effected for a customer in a Customer Account prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (viii) all liabilities or obligations for fraud, breach, misfeasance, malfeasance, or under any other theory relating to Parent’s or Transferor’s conduct, performance or nonperformance under any agreement; (j) any Seller Transaction Expensesand all claims or demands arising out of or otherwise in connection with the transactions contemplated by this Agreement, including claims or demands of any kind, nature or description; and (viiik) any all liabilities or and obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of kind under any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duecontract.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary -------------------- contained in this Agreement and regardless of whether such liability is disclosed herein or on any schedule hereto, Buyer shall Purchaser will not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed assume or be liable or responsible for any liabilities or obligations of the Debtors not described in Section 2.2(a) hereof (whether known or unknownthe "Excluded Liabilities"), fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited towithout -------------- -------------------- limitation, the following liabilities and obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):Company: (i) any liabilities or obligations for any contracts, agreements, leases or other arrangements except to the extent Purchaser or its nominees, assignees or designees is an assignee of an Assigned Lease; (ii) liabilities or obligations for accounts payable, accrued liabilities or indebtedness (including indebtedness to Parent), or any undisclosed or contingent liabilities; (iii) liabilities or obligations under Purchase Orders; (iv) liabilities or obligations with respect to all Taxes, including without limitation, all Taxes of the Debtors relating to the ownership or operation of the Stores and/or the Purchased Assets on or prior to the Closing Date and all Taxes arising out of or relating to any current of the transactions contemplated hereby; (v) liabilities of the Debtors for costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby; (vi) liabilities or former employee obligations of the Debtors under this Agreement or independent contractor of Seller or any of its Affiliates the agreements contemplated hereby; (whether or not such employee is hired by Buyer following the Closingvii) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (ivviii) liabilities or obligations for any claims (whenever made) or proceedings arising out of, relating to, resulting from or caused by any products manufactured, serviced, distributed or sold by the Debtors or any of its Affiliates (or any predecessor) at any time on or prior to the Closing Date; (ix) liabilities or obligations for any claims (whenever made) arising out of, relating to, resulting from or caused by any transaction, status, event, condition, occurrence or situation existing, arising or occurring (A) in connection with the ownership or operation of the Stores, the Warehouses and/or the Purchased Assets on or prior to the Closing Date or (B) in connection with the Debtors or any of their affiliates' businesses or activities at any time prior to, on or after the Closing Date; or (x) any liabilities or obligations arising out (including but not limited to any claim of any governmental agency, any trustee, any fiduciary, any plan administrator, any other person dealing with any employee benefit or relating to indebtedness of Seller other plan, any employee or any of its Affiliates; (v) any liabilities beneficiary and without regard to whether such liability or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Dateobligation arises prior to, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before on or after the Closing Date Seller shall satisfy all Excluded Liabilities that are or results from an event, prior to, on or after the Closing Date) including in connection with provision of the Services which relate to (A) any program, plan, policy or arrangement (whether or not terminated) (i) which is or has been maintained, established, or offered by the Company or Parent, (ii) to which the Company or Parent contributes or has contributed, (iii) to which the Company or Parent has or has had any obligation to contribute or (iv) to which the Company or Parent has or has had any liability or potential liability, and under which current or former employees, retirees, individual contractors (or their spouses, dependents or other beneficiaries) of Seller promptly when duethe Company or its predecessors may receive benefits or have received benefits, (B) any Tax, penalty, assessment, fine or other liability relating to any such program, plan or policy, which may result as a violation of law, including any violation of the Code, ERISA or any proposed, temporary or final regulation thereunder, (c) any liability, including any potential or actual liability, relating to any failure to comply with the requirements of the Code and/or ERISA with respect to the foregoing or (D) any other payments to Debtors' employees.

Excluded Liabilities. Notwithstanding anything contained herein Anything in this Agreement to the contrarycontrary notwithstanding, no Exercising Buyer shall not assume, or cause to be assumed, or and shall not be deemed to have assumed assumed, and shall have no liability with respect to (whether asserted before or caused after the Closing and regardless of whether the same or the basis therefor may have been disclosed to have assumed any Exercising Buyer by Seller or otherwise be liable or responsible for known to any Exercising Buyer), any of the following liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the all such unassumed liabilities expressly assumed and obligations referred to in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, Agreement as the “Excluded Liabilities”): (ia) Any liability or obligation of Seller in respect of Taxes attributable to the Real Property for taxable periods ending on or prior to the Closing, including any liabilities supplemental tax liability related to activity or obligations state of facts at the Real Property conducted on or before the Closing that arises after the Closing, except that each Exercising Buyer will be obligated to pay its prorated portion of current property taxes as provided below and all property taxes related to any periods beginning after the Closing; (b) Any liability or obligation of Seller relating to any current the Real Property, including arising out of Seller’s ownership and use of the Real Property, arising or former employee occurring prior to the Closing; (c) Any liability or independent contractor obligation of Seller arising out of Seller’s ownership and operation of any assets other than the Real Property at any time; (d) Any liability or obligation of Seller arising from a breach by Seller, or any event, circumstance or condition occurring or existing prior to the Closing that, with notice or lapse of time, constitutes or results in a breach by Seller under this Agreement, the PPA (including the Ancillary Documents), or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the PurchaseOperative Documents; (iie) Any liability or obligation of Seller under any Taxes, interest, and penalties Contract (i) attributable to the purchased Assets or the Business including with respect to any Pre-Closing Period contractors or (iisubcontractors thereunder) imposed on Seller other than an Assumed Contract or any of its Affiliatesa Permit other than a Transferred Permit; (iiif) Any liability or obligation under any liabilities Assumed Contract or obligations related a Transferred Permit to the extent such liability or obligation arises from or relates to any breach by Seller of any provision of any of such Assumed Contracts or Transferred Permits prior to the Closing; (g) Any liability or obligation of Seller with respect to the employment or termination of any employee or group of employees by Seller, or the terms thereof, whether union or nonunion, whether the liability or obligation calls for performance or observance before or after the Closing and whether the liability or obligation arises from a collective bargaining agreement, pension trust fund plan, or other agreement or arrangement to which Seller is a party or by which Seller is bound (whether oral or written and whether express or implied in fact or in law) or any past practice or custom or otherwise, it being understood and agreed that after the Closing, Exercising Buyers will specify the terms on which employment is offered to any individual to whom Exercising Buyers, in their sole discretion, choose to offer employment and will not be bound by any term of employment in effect at or at any time prior to the Closing; -10- #4833-6889-9098 (h) Any liability or obligation of Seller for pension fund payments or unfunded pension fund liabilities; (i) Any liability or obligation arising from or associated with any of the Excluded Assets; (ivj) any liabilities Any liability or obligations obligation of Seller or its Affiliates arising out of or relating related to indebtedness of any claim or loss against Seller or its Affiliates or any of its Affiliates; (v) any liabilities third-party claims or obligations arising out of or relating to any contract losses which is not an Assigned Contract; (vi) other than in connection with adversely affects the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations Real Property and which shall have been asserted prior to the Closing Date, and /or relating or to any real property owned, leased, occupied or controlled by Sellerthe extent the basis of which shall have arisen exclusively prior to the Closing; (viik) Any liability or obligation of Seller or its Affiliates to a third party arising from any indemnification claim, injury to or death of any person or damage to or destruction of any property (and including workers’ compensation claims, discrimination, wrongful discharge, or unfair labor practice), whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from actions by, for or on behalf of Seller Transaction Expensesor its Affiliates arising prior to the Closing; and (viiil) any liabilities Any liability or obligations arising from product liability claims for which obligation of Seller or its Affiliates representing Land Debt incurred by Seller or its Affiliates or Liens or encumbrances other than Closing Permitted Encumbrances. Seller agrees to pay or otherwise discharge, or cause the injury payment or loss giving rise thereto (not just the delivery discharge, of the notice of such claims) occurs all Excluded Liabilities prior to the Closing DateClosing, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior and shall provide Buyers’ Agent with evidence thereof that is reasonably satisfactory to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueBuyers’ Agent.

Excluded Liabilities. Notwithstanding anything contained herein any other provision of this Agreement, the Acquiror is not assuming (directly or indirectly by merger, entity acquisition or acquisition of shares) or agreeing to the contrary, Buyer shall not assume, pay or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or discharge any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations Liabilities, each of which shall be retained and liabilities shall be paid, performed and discharged when due by RAI or one of Seller and its Affiliates the other Sellers (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) all Liabilities arising out of or in connection with any liabilities Action (whether commenced before, on or obligations after the Closing Date) to the extent relating to the development, manufacture, packaging, labeling, production, delivery, sale, resale, distribution, marketing, promotion, use or consumption of, or exposure to, tobacco products, including smoking and health-related claims, in each case, to the extent relating to the period ending on the Closing Date and related to one or more of the Acquired Tobacco Cigarette Brands (such Liabilities, collectively the “Seller Tobacco Liabilities” and each a “Seller Tobacco Liability”); (ii) any current or former employee or independent contractor Indebtedness of Seller RAI, Lorillard or any Affiliates of its Affiliates RAI or Lorillard; (whether iii) (A) all Liabilities of RAI, Lorillard or not such employee is hired by Buyer following the Closingany Affiliate of RAI or Lorillard in respect of any Tax for any Tax period, and (B) and labor matters relating to all Liabilities for any such current or former employee or independent contractor including any liabilities or obligations Tax otherwise arising out of or relating to any employee-related matterthe Transferred Assets, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets Assumed Liabilities or the Business with respect to operation or conduct of RAI and Lorillard’s respective businesses for any Pre-Closing Period Tax Period, in each case including any obligation to indemnify or (ii) imposed on Seller otherwise assume or any of its Affiliates; (iii) any liabilities or obligations related succeed to the Excluded AssetsTax Liability of any other Person; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or Liability associated with any of its AffiliatesExcluded Asset; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contractall Straddle Tobacco Action Liabilities; (vi) other than all Liabilities (whether accruing before, on or after the Closing Date) to the extent arising from or relating in any way to Environmental Laws or environmental, health or safety matters and to the conduct of the Business during the period ending on the Closing Date, including any Liabilities arising from or relating in any way to: (A) any actual or alleged non-compliance with Environmental Laws or Environmental Permits in connection with the Business; (B) any actual or alleged presence or Release of or exposure to Hazardous Materials, or any other actual or alleged environmental conditions in, on, at, under or migrating to or from (1) the Transferred Real Property on or prior to the Closing Date or (2) any real property formerly owned, leased or occupied in connection with the Transferred Assets or any closed, divested or discontinued businesses or operations; (C) any off-site shipment, treatment, recycling, storage, or disposal of Hazardous Materials or other waste or materials from the Transferred Real Property or otherwise in connection with the Business or its closed, divested or discontinued business or operations; (D) any personal injury, property damage, natural resources or other Actions relating to any of the foregoing, but excluding any Acquiror Tobacco Liabilities; and (E) any asbestos or asbestos-containing materials present in, on, at, under or about any of the Transferred Real Property; (vii) all Liabilities arising under any of the Assumed Contracts (other than the Assumed CBAs or Assumed Contracts related to the blu Brand Business), to the extent such Liabilities relate to the operation or conduct of the Business during the period ending on the Closing Date; (viii) subject to the Agreed Assumption Terms, all Liabilities (whether accruing before, on or after the Closing Date) under the State Settlements to the extent relating to the period ending on the Closing Date, including any recalculation or redetermination after the Closing of amounts due for the period ending on the Closing Date, and all Liabilities (whether accruing before, on or after the Closing Date) under the State Settlements for brands other than the Acquired Tobacco Cigarette Brands; (ix) all Seller Plaintiff Fees; (x) any Liability arising out of, or related to, the RAI PR Employees and the Lorillard Employees, in each case, who are not Transferred Employees, and any Liability relating to the employee benefit plans, programs, arrangements and agreements and policies, and any trusts or other assets related thereto, that is not expressly assumed by the Acquiror pursuant to Exhibit D hereof; (xi) all obligations of the Sellers under this Agreement and any other Transaction Agreement; and (xii) all other Liabilities, whether accruing before, on or after the Closing Date, any liabilities to the extent not constituting an Assumed Liability or obligations not arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied operation or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery conduct of the notice of such claims) occurs prior to Lorillard Business, the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory PR Business or the Business prior to Transferred Assets following the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueClosing.

Excluded Liabilities. Notwithstanding anything contained herein to Other than the contraryAssumed Liabilities, Buyer Purchaser shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for assume from Seller any liabilities or obligations Liabilities whatsoever (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):), including without limitation: (a) malpractice, professional liability or other tort claims, statutory or regulatory claims, claims of local, state or federal agencies whether civil or criminal, fraud-based claims or claims for breach of contract to the extent any such claims are based on acts or omissions of Seller or events occurring at the Facility before the Effective Time; (b) claims related to Provider Agreements or managed care plans which relate to or arise from the acts, obligations or omissions of Seller for dates of service prior to the Effective Time; (c) any accounts payable, taxes, or other obligation or Liability of Seller to pay money incurred by Seller for periods prior to the Effective Time; (d) any collective bargaining agreements or other agreements or understandings with any labor union or collective bargaining unit or any employment or consulting agreements of any kind and any Liabilities arising from any pension fund or benefits programs; (e) Cure Costs relating to any Excluded Contract; (f) any administrative expense Claims accruing in the Bankruptcy Cases; (g) Liabilities or obligations of Seller arising under any Excluded Contract; (h) Liabilities or obligations of Seller arising under any and all employment and change of control contracts, severance obligations, equity option contracts and equity purchase contracts to which Seller is a party other than any Liability arising pursuant to any Transferred Contract; (i) any liabilities Liabilities or obligations relating in connection with any indebtedness of Seller, except pursuant to any current Transferred Contract or former employee or independent contractor other Assumed Liability; (j) other than Cure Costs related to the Transferred Contracts, all pre-petition and post- petition Claims as of Seller or the Closing Date, including, without limitation, all trade payables and general unsecured Claims; (k) Liabilities in connection with the Excluded Contracts; (l) any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations Liability arising out of or relating to any employee-related matterof, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of under or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (ivm) any liabilities or obligations arising out of or all Liabilities relating to indebtedness (including amounts or notice due to) employees, former employees, consultants, former consultants or retirees of Seller based on the termination of such employment or engagement by the Seller, including any of its Affiliatesamounts due to such Persons and any Liability relating to the WARN Laws; (vn) any liabilities or obligations arising out of or relating to any contract which Liability that is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction ExpensesAssumed Liability; and (viiio) other than Cure Costs related to the Transferred Contracts, any liabilities other Liabilities arising in whole or obligations arising in part from product liability claims for which Seller’s acts or omissions or in any way related to the injury or loss giving rise thereto (not just the delivery operations of the notice of such claims) occurs Facility prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueEffective Time.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary set forth herein, Buyer Purchaser shall not assume, be obligated to pay, perform or cause to be assumed, otherwise discharge or be deemed to have assumed or caused to have assumed or in any other manner be liable or responsible for any liabilities Liabilities of, or obligations (Legal Proceeding against, any Sellers or relating to any Purchased Assets, of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise, liquidated or unliquidated, due or to become due, known or unknown, fixedcurrently existing or hereafter arising, absolute, matured, matured or unmatured, accrued direct or contingentindirect, now and however arising (including on the basis of any Law imposing successor liability), whether existing on the Petition Date or arising after thereafter as a result of any act, omission, or circumstances taking place prior to the date hereof) of Seller or any of its Affiliates (Petition Date, in each case other than the liabilities expressly assumed in this Agreement) including, but Assumed Liabilities (all such Liabilities that Purchaser is not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, assuming being referred to collectively as the “Excluded Liabilities”):), including the following: (a) any and all Liabilities of any Sellers under any Contract of Sellers that is not a Purchased Contract, whether accruing prior to, at, or after the Closing; (b) any Liabilities of Sellers, other than the Assumed Employee Liabilities, arising out of, resulting from or relating to (i) the employment or service or termination of employment or service, or the provision of compensation, severance, benefits or payments of any liabilities or obligations relating nature owed to any current or former employee employees, officers, directors or independent contractor service providers of Seller any Seller, whenever arising or (ii) the employment or termination of employment of any of its Affiliates (whether Business Employee by Sellers on or not such employee is hired by Buyer following prior to the Closing, including any gratuity payment, severance, notice or other payment or benefit due on the termination of employment of any such Business Employee by Sellers at the Closing; (c) any Liabilities in respect of any Company Plans that are not Assumed Benefit Plans or Acquired Entity Benefit Plans, whenever arising, and labor matters relating any Liabilities related to any such current employee benefit plan, program, policy, Contract or former employee arrangement (other than Assumed Benefit Plans and Acquired Entity Benefit Plans) sponsored or independent contractor maintained by or contributed to any ERISA Affiliate, including any liabilities such Liabilities arising under successor liability or obligations similar concepts; (d) all Liabilities pursuant to the WARN Act resulting from any action taken by Sellers or Acquired Entities with respect to Business Employees prior to or upon the Closing Date; (e) any and all Liabilities for (i) Taxes related to or arising out of from or relating with respect to any employee-related matterthe Purchased Assets, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option the Assumed Liabilities or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation operation of the Purchase; Business for any Pre-Closing Tax Period, (ii) any Taxes, interest, and penalties (i) attributable Transfer Taxes for which any Seller is responsible pursuant to the purchased Assets Section 10.1 or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related Taxes attributable to the Excluded Assets; (ivf) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliatesall Excluded Environmental Liabilities; (vg) any liabilities and all Liabilities resulting from the failure to comply with any applicable “bulk sales,” “bulk transfer” or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expensessimilar Law; and (viiih) any liabilities Liability of Sellers or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior obligation to the Closing Dateextent relating to an Excluded Asset, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities executory Contracts and unexpired leases that are an obligation of Seller promptly when duenot Purchased Contracts.

Excluded Liabilities. Notwithstanding anything contained herein in this -------------------- Agreement to the contrary, Buyer shall not assume, assume or cause to otherwise be assumedliable in respect of, or be deemed by virtue of the execution and delivery of this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed or caused to have assumed or otherwise be liable in respect of, any debt, claim, obligation, or responsible for other liability of Seller, or any of Seller's Affiliates, other than the Assumed Liabilities, including, without limitation, any of the following liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited tocollectively, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “"Excluded Liabilities”):"): -------------------- (i) any obligations or liabilities or obligations relating to any current or former employee or independent contractor of Seller or any predecessor or Affiliate of its Affiliates (whether Seller which in any way relate to, or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising arise out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contractof, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the PurchaseExcluded Assets; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any all Tax liabilities of its AffiliatesSeller; (iii) any liabilities or obligations related of Seller owed to the Excluded Assetsany of its Affiliates; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller for borrowed money or any of its Affiliatesfor interest on such borrowed money; (v) any liabilities or obligations arising out of any breach by Seller or relating to any contract which is not an Assigned Contractpredecessor or Affiliate of Seller of any of the terms or conditions of any provision of any contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations of Seller or any predecessor or Affiliate of Seller resulting from, caused by or arising out of, any violation of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Sellerlaw; (vii) any claims, liabilities, or obligations of Seller Transaction Expenses; andas an employer, including, without limitation, liabilities for wages, supplemental unemployment benefits, vacation benefits, severance benefits, retirement benefits, Federal Consolidated Omnibus Budget Reconciliation Act of 1985 benefits, Federal Family and Medical Leave Act of 1993 benefits, Federal Workers Adjustment and Retraining Notification Act obligations and liabilities, or any other employee benefits, withholding Tax liabilities, workers' compensation, or unemployment compensation benefits or premiums, hospitalization or medical claims, occupational disease or disability claims, or other claims attributable in whole or in part to employment or termination by Seller or arising out of any labor matter involving Seller as an employer, and any claims, liabilities and obligations arising from or relating to any employee benefit plans; (viii) any claims, liabilities, losses, damages, or expenses relating to any litigation, proceeding, or investigation of any nature arising out of Seller's ownership of the Assets or Seller's operation of its Business on or prior to the Closing Date including, without limitation, any claims against or any liabilities for injury to, or death of, persons or damage to or destruction of property, any workers' compensation claims, and any warranty claims; (ix) except as may otherwise be provided herein, any accounts payable, other indebtedness, obligations or accrued liabilities of Seller; (x) any claims, liabilities, losses, damages, expenses or obligations resulting from the failure to comply with, or imposed pursuant to, any Environmental Law or resulting from the use, presence, generation, storage, treatment, transportation, handling, disposal, emission or release of Hazardous Substances, solid wastes, or gaseous matters by Seller or by any other Person related to, or affiliated with, Seller, the Assets or Seller's operation of the Business to the extent related to, arising from product or otherwise attributable to acts or omissions prior to, or conditions existing as of, the Closing Date, including, without limitation, any liability claims or obligation for which the injury cleaning up waste disposal sites from or loss giving rise thereto (not just the delivery of the notice of such claims) occurs related to acts or omissions occurring on or prior to the Closing Date; (xi) any fees and expenses incurred by Seller in connection with negotiating, including preparing, closing, and carrying out this Agreement and the transactions contemplated by this Agreement, including, without limitation, the fees and expenses of Seller's attorneys, accountants, consultants and brokers; and (xii) any liabilities or obligations with respect to any contracts that Buyer is not specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date assuming. Seller acknowledges and agrees that Seller shall satisfy pay promptly when due any and all Excluded Liabilities that are an obligation of Seller promptly when duenot discharged by it at or prior to Closing.

Excluded Liabilities. Notwithstanding anything contained herein Except as expressly provided to the contrarycontrary in Section 3.5 above, Buyer neither Holdings, Parent nor the Company shall not assume, or cause to be assumed, take responsibility for or be deemed obligated to have assumed pay any liabilities, debts or caused to have assumed or be liable or responsible for other obligations of any liabilities or obligations kind (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereofincluding under any employee benefit plan) of Seller the Sellers or any of its their Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):). Without limiting the foregoing, each Seller acknowledges that the Excluded Liabilities shall include the following: (a) Any and all liability arising under any Third Party Payor Program, including without limitation, liability arising from false or fraudulent claims, overpayments, set-offs, recoupments, overbilling, civil money penalties, credit balances, inappropriate coding or inadequate documentation, provider agreement, or state survey agency report or action related to any time period prior to the Closing Date regardless of whether any such claims of liability arise prior to or after the Closing Date; (b) Any liability of any Seller or Affiliate of any Seller under the Seller Plans or relating to payroll, compensation, vacation, sick leave, workers’ compensation, unemployment benefits, retirement or pension benefits, employee equity incentive or profit sharing plans, healthcare plans or benefits, bonus or commission arrangements, severance or other termination pay or benefits, or any other employer plans or benefits for any Seller, its subsidiaries or any employees or former employees of such Seller or its subsidiaries; (c) Any losses, costs, expenses, damages, claims, demands and judgments of every kind and nature (including the defenses thereof and reasonable attorneys' and other professional fees) related to, arising out of, or in connection with the parties' waiver of compliance with any bulk sales act or any similar statute as enacted in any jurisdiction, domestic or foreign (if applicable); (d) Any liability or obligation arising out of any breach by any Seller prior to the Closing of any provision of any agreements of such Seller or any other contract to which such Seller is a party; (e) Any liability of any Seller with respect to any claim or cause of action, regardless of when made or asserted, which arises (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation business and operations of such Seller (including without limitation the Purchase; Business) prior to the Closing, (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period goods or services provided by any Seller prior to the Closing, including without limitation, any liability or obligation (A) pursuant to any express or implied representation, warranty, agreement, or guarantee made by such Seller or (iiB) imposed or asserted to be imposed by operation of law, in connection with any service performed or product designed, manufactured, sold, or leased by or on behalf of such Seller prior to the Closing, including without limitation, any claim related to any product delivered in connection with the performance of such service and any claims seeking to recover for consequential damage, lost revenue, or income, including pursuant to any doctrine of its Affiliatesproduct liability, or (iii) out of or in connection with the business and operations of any Seller (including without limitation the Business) prior to the Closing under any federal, state, or local law, rule, or regulation; (iiif) Any liability or obligation, arising prior to or as a result of the Closing, to any liabilities employee, agent, or obligations independent contractor of any Seller, whether or not employed by Company after the Closing, or under any benefit arrangement with respect thereto; (g) Any liability of any Seller existing at the Closing, including any liability related to any matter described in the Schedules to this Agreement; (h) Any liability related to the Excluded Assets; (ivi) any liabilities Any liability or obligations arising out of obligation for Taxes, withholdings, assessments, charges, fees, and impositions, including interest and penalties thereon or relating with respect thereto, whether disputed or not, related to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any or related litigation, arbitration, investigation, proceeding or claim occurs before to Sellers’ other businesses prior to or after the Closing, including any liabilities or obligations of any Seller relating to sales and use, transfer, documentary, income or other Taxes levied on the transfer of the rights and Assets pursuant to this Agreement; and (j) Subject to Section 3.5(a), all wages, commissions, vacation, holiday, workers’ compensation and sick pay obligations of Sellers with respect to Sellers’ employees, agents or independent contractors accrued through the Closing Date Seller shall satisfy and all Excluded Liabilities that are an obligation bonuses and fringe benefits as to such employees accrued through the Closing Date, and all severance pay obligations of Seller promptly when dueto employees resulting from Sellers’ consummation of the transactions contemplated by this Agreement.

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Buyer shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (ia) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (iib) any Taxes, interest, and penalties Taxes (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iiic) any liabilities or obligations related to the Excluded Assets; (ivd) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (ve) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vif) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or or relating to any real property owned, leased, occupied or controlled by Seller; (viig) any Seller Transaction Expenses; (h) Seller’s contract with ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ dated June 28, 2022; (i) Subject to Section 10(k) below, Seller’s obligation to enter into a Surrender Agreement (the “Surrender Agreement”) pursuant to that certain Purchase and Sale Agreement dated August 17, 2020 between and among Seller, Landlord and Saber-North White Plains, LLC, a New York limited liability company (the “Developer PSA”); (j) Seller’s under Section 5(e) of the Dealership Asset Purchase Agreement by and between LMP White Plains 001 Holdings, LLC, a Delaware limited liability company or its assigns (“LMP”), ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, a New York resident (“Grant”), and Chrysler Jeep of White Plains, Inc., a New York corporation (“CJWP”) pursuant to which Seller is obligated to pay to Seller an additional $3,500,000.00 (the “Contingent Consideration”) within five (5) business days after CJMP provides Seller written notice (a “Termination Notice”) that Saber-North White Plains, LLC, a New York limited liability company (“Developer”) has terminated that the Developer PSA (the “Contingent Payment Oligation”); and (viiik) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueDate.

Excluded Liabilities. Notwithstanding anything contained herein to Except for the contraryassumption of the Assumed Liabilities, Buyer shall will not assumeacquire or assume and will have no responsibility for paying, performing or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or discharging any of its Affiliates (Seller’s Liabilities. No such assumption shall be implied or construed by operation of Law or otherwise. All Liabilities other than the liabilities expressly assumed in this Agreement) includingAssumed Liabilities shall remain the sole responsibility of and shall be retained, but not limited topaid, performed and discharged solely by Seller. Without limiting the generality of the foregoing, the following obligations and liabilities excluded Liabilities include, among other things, each of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): following: (i) any liabilities or obligations relating to any current consultant, broker, producer, sub-producer employee or former employee or independent contractor of Seller Seller, including any claim by any such Person or any other Person (including brokers with whom Seller has split-commission arrangements or other arrangements) for salary, wages, commissions, vacation or holiday pay, severance pay, sick pay, workers compensation, medical benefits, retirement benefits, any other employee benefits or other benefits of its Affiliates (whether or not such employee is hired by Buyer following the Closing) any kind whatsoever, and labor matters relating to any such current or former employee or independent contractor including any liabilities liability or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan obligation under the New York State Worker Adjustment Retraining Notification Act (“NY WARN”) or any entitlements arising as a result of corresponding or in connection with the consummation of the Purchase; similar federal or state legislation, or pursuant to other applicable Law, Proceedings or Orders; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets liability or the Business with obligation of Seller in respect of any Tax or similar payment obligation to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; Tax Authority; (iii) any liabilities liability or obligations related obligation of Seller in respect of any Contract, whether arising or accruing before or after the Closing Date, including any Leases and any carrier contracts assigned and transferred to Buyer in accordance with this Agreement (except as provided in Section 2.2 with respect to the Excluded Assets; Assumed Contracts); (iv) any liabilities or obligations arising out all of or relating to Seller’s accounts payable and all indebtedness of Seller for borrowed money or any of its Affiliates; otherwise, whether for periods preceding or following the Closing Date (except to the extent they are included in the Assumed Contracts for periods on or after the Closing Date and for the AMS Obligation); (v) any liabilities or obligations to Seller’s customers, clients or accounts, including liabilities relating to customer or client deposits held by Seller in fiduciary accounts in its name; (vi) any liability to any shareholder or Affiliate of Seller or the Shareholder; (vii) any liability arising out of any Proceeding, including any commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental or Regulatory Authority and including any relating to any contract which is not an Assigned Contract; (vi) other than in connection with the acts or omissions of Seller or its employees and agents or the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction ExpensesBusiness; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto with respect to Prior Claims; and (not just the delivery of the notice of such claimsix) occurs prior to the Closing Dateany liabilities based on, including specifically all losses caused by or arising out of any alleged designor in connection with the execution, manufacturedelivery or performance by Seller of this Agreement, assemblyincluding all liabilities of Seller for federal, installationstate, county, local or other income, sales, use or other Taxes or assessments of any kind, including any based upon, or related to, the sale of any products manufactured by the Factory or Purchased Assets, the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation dissolution of Seller promptly when dueor any action related to any of the foregoing.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary in Section 1.4, Buyer Purchaser shall not assume, assume or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or become responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of any Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates Assumed Liabilities (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):), and the Excluded Liabilities shall be retained, paid, performed and discharged solely by Sellers. The Excluded Liabilities shall include: (ia) all liabilities and obligations of any Seller which are not specifically included in the Assumed Liabilities; (b) all liabilities or and obligations relating to of any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matteract, employee-related payment obligationomission, collective bargaining contractevent or occurrence connected with the use, labor negotiationownership or operation of the Facilities or any of the Assets prior to the Effective Time, severance costwhich are not specifically included in the Assumed Liabilities; (c) all liabilities and obligations of any Seller to any employee of any Seller or any Facility Worker, pension planincluding salary, profit sharing planwages, deferred compensation planbenefits, accrued holiday benefitunpaid vacation and sick pay and related Taxes, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, which are not specifically included in the Assumed Liabilities; (d) all liabilities and obligations of any Employee Benefit Plan or any entitlements Seller arising as a result of under or in connection with or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits, or any other employee plans or benefits or Plans of any kind for any Seller’s employees or former employees, or any Facility Workers or former Facility Workers, including all liabilities and obligations of any Seller for matching contributions for eligible beneficiaries’ 401(k) plans, Section 125 plans and other Plans, and all administrative costs associated with any such Plans; in each case which are not specifically included in the consummation of the PurchaseAssumed Liabilities; (iie) all liabilities and obligations of any TaxesSeller under any employment, interestseverance, and penalties (i) attributable to the purchased Assets retention or the Business termination agreement with respect to any Pre-Closing Period present or (ii) imposed on Seller former employee of any Owner or any Related Person of its Affiliatesany Owner or with any present or former Facility Worker; (iiif) all liabilities and obligations of any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is employee or Facility Worker grievance to the extent arising out of any facts or circumstances occurring at or prior to the Effective Time, whether or not an Assigned Contractthe affected employees or Facility Workers are hired by or leased to Purchaser; (vig) all liabilities and obligations of any Seller to any Owner or to any Related Person of any Owner, except for those arising after the Effective Time under the ▇▇▇▇▇▇ City Sublease, and accrued insurance premiums owed to Sunland to the extent specifically included as Current Liabilities in the Closing Date Net Assets Calculation; (h) all liabilities and obligations of any Seller relating to Seller Cost Reports with respect to periods ending at or prior to the Effective Time; (i) all liabilities and obligations of any Seller with respect to refund, recoupment, set-off and other than liabilities arising out of ▇▇▇▇▇▇▇▇ to third-party payors, including Medicare and Medicaid, for services rendered to patients of the Facilities at or prior to the Effective Time; (j) all liabilities and obligations of any Seller for violations of any Legal Requirement, including the Anti-Kickback Law, the False Claims Act, the ▇▇▇▇▇ Law and other Legal Requirements pertaining to Medicare, Medicaid or health care fraud or abuse; (k) all liabilities and obligations of any Seller under any Contract or Lease assumed by Purchaser pursuant to Section 1.4, which liability or obligation arises after the Effective Time but arises out of or relates to any breach or default by any Seller that occurred at or prior to the Effective Time; (l) all liabilities and obligations of any Seller under any of the Excluded Contracts; (m) except as provided in Section 1.4(d) (relating to taxes on accrued, unpaid vacation and sick pay) or Section 1.11 (relating to proration of property taxes), all liabilities and obligations of any Seller for Taxes, including (i) any Taxes arising as a result of the operation of any Facility or other operations of any Seller, or the ownership of any Assets, prior to the Effective Time, (ii) any Taxes with respect to Sellers that arise or will arise as a result of the sale or transfer of any of the Assets pursuant to this Agreement, and (iii) any liability or obligation of any Seller to pay the Taxes of any other Person under any tax sharing, tax allocation or tax indemnity agreement or otherwise; (n) all liabilities and obligations of any Seller arising out of or resulting from any Seller’s compliance or noncompliance with any Legal Requirement or order, injunction, judgment, decree, ruling assessment or arbitration award of any government, governmental agency, governmental authority, governmental body, court or arbitrator; (o) all liabilities and obligations of any Seller in connection with claims of professional malpractice; (p) all liabilities and obligations of any Seller arising out of any Proceeding pending as of the Effective Time; (q) all liabilities and obligations of any Seller arising out of any Proceeding commenced after the Effective Time to the extent arising out of or relating to any occurrence or event happening at or prior to the Effective Time; (r) all liabilities and obligations of any Seller for commissions or fees owed to any finder or broker in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expensestransactions contemplated hereby; and (viiis) any all liabilities or and obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use Seller under this Agreement or sale of any products manufactured by other document executed in connection with the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duetransactions contemplated hereby.

Excluded Liabilities. Notwithstanding anything contained herein Except for the liabilities that Buyer will assume pursuant to the contrarySection 1.3, Buyer shall will not assume, or cause to be assumed, assume or be deemed to have assumed or caused to have assumed or be liable or responsible obligated for any liabilities other liability, obligation or obligations (whether commitment of Seller, direct or indirect, known or unknown, fixed, absolute, matured, unmatured, accrued absolute or contingent, now existing or arising after the date hereof) of Seller or including any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):following: (ia) any liabilities foreign, federal, state, county or obligations relating to any current local income or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations other tax arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with from the operation of the Security Business after or the Closing Date, any liabilities ownership of the Assets to be Acquired on or obligations arising out of operations prior to the Closing Date; (b) any liability, and /or relating obligation or commitment of Seller to its creditors, whether arising out of contract or tort, or to any real property owned, leased, occupied party holding a lien on any of Seller's assets or controlled by any liability to any present or former shareholder of Seller; (viic) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Dateemployee obligation, including specifically all losses caused by any obligation for wages, commissions, vacation and holiday pay, sick pay, bonuses, severance pay, pensions, or arising out any obligation under any collective bargaining agreement, employment agreement or employment at-will relationship, or any obligation to hire any employee of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or Seller after the Closing Date (provided that Buyer shall have the right, if it so desires, to hire any of such employees without restriction hereunder); (d) any liability, obligation or commitment incurred by Seller shall satisfy all Excluded Liabilities that are an obligation after the Closing Date; (e) any liability relating to any predecessor of Seller promptly when dueor relating to 21st Century Fire & Burglar Alarm Systems, Inc., 21st Century Burglar Alarm, Inc., 21st Century Enterprises, Inc., Burl ▇▇▇▇ ▇▇ Burl ▇▇▇▇ ▇▇▇, or to any of their creditors or shareholders (collectively, " 21st Century"); (f) any liability the existence of which would constitute a breach of any of the representations, warranties and covenants of Seller hereunder, including any such liabilities disclosed on any Schedule; or (g) any other liability, obligation or commitment not expressly assumed by Buyer hereunder.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary in this Agreement, Buyer shall not assumeassume and shall not be responsible to pay, perform or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for discharge any liabilities Liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (of any kind or nature whatsoever other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates Assumed Liabilities (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):), including, without limitation, the following: (ia) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities Liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option Seller’s ownership or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after and the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs Purchased Assets prior to the Closing Date, including specifically all losses caused by any Environmental Claim; NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. (b) any Liabilities or obligations relating to or arising out of the Excluded Assets; (c) any alleged designLiabilities or obligations for (i) Taxes relating to the Business, manufacture, assembly, installation, use or sale of any products manufactured by the Factory Purchased Assets or the Business Assumed Liabilities for any taxable period (or portion thereof), as prorated, ending on or prior to the Closing Date, whether (ii) any Taxes imposed on Buyer or its Affiliates as a successor or transferee of Seller or its Affiliates, and (iii) any other Taxes of Seller or any stockholders or Affiliates of Seller (other than Taxes allocated to Buyer under Section 6.04) for any taxable period; (d) except as specifically provided in Section 6.01, any Liabilities or obligations of Seller relating to or arising out of (i) the commencement employment, or termination of employment, of any related litigationEmployee or former employee of the Business prior to or upon the Closing, arbitrationor the employment, investigationor termination of employment, proceeding of any Employee that does not become a Transferred Employee upon the Closing, (ii) any current or claim occurs before former service provider of the Business prior to the Closing, or after (iii) workers’ compensation claims of any Employee or former employee of the Business which relate to events occurring prior to the Closing Date Seller shall satisfy Date; (e) any Liabilities or obligations in respect of or in connection with unused paid time off (whether in the form of paid time off or component vacation, sick and/or personal day programs) and all Excluded other unpaid wages (including salary, wages, bonuses and commissions, in each case applicable) to the extent accrued or earned prior to the Closing by any Employee or former employee of the Business; and (f) any Liabilities that are an obligation or obligations of Seller promptly when duearising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others.

Excluded Liabilities. Notwithstanding anything contained herein in this Agreement to the contrary, Buyer neither Wanxiang, any Wanxiang Designee or any Affiliate of the foregoing shall assume, and shall not assume, or cause be deemed to be have assumed, or be deemed to have assumed bound by any duties, responsibilities, obligations or caused to have assumed or be liable or responsible for liabilities, of any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (of any kind or nature, known, unknown, contingent or otherwise, whether direct or indirect, matured or unmatured, other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates Assumed Liabilities (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):), including such duties, responsibilities, obligations or liabilities, arising from or related to the following: (ia) any liabilities Liability arising out of facts or obligations relating circumstances in existence prior to the Closing Date and from or related to any current breach, default under, failure to perform, torts related to the performance of, violations of law, infringements or former employee indemnities under, guaranties pursuant to and overcharges, underpayments or independent contractor penalties on the part of Sellers or any of their Affiliates under any Contract, agreement, arrangement or understanding to which any Seller or any of its Affiliates is a party prior to the Closing Date; (b) any Liability arising from or related to any claim, action, arbitration, audit, hearing, investigation, suit, litigation or other proceeding (whether civil, criminal, administrative, investigative, or not such employee is hired by Buyer following informal and whether pending or threatened or having any other status) against Seller or its Affiliates, or related to the Purchased Assets or the Assumed Liabilities, pending or threatened or to the extent related to facts, actions, omissions, circumstances or conditions existing, occurring or accruing prior to the Closing Date; (c) any Liability arising from or related to the operation or condition of the Purchased Assets or the Assumed Liabilities prior to the Closing or facts, actions, omissions, circumstances or conditions existing, occurring or accruing with respect to the Purchased Assets or the Assumed Liabilities prior to the Closing; (d) any Liability arising from or related to the operation of the Excluded Business; (e) any Liability for or relating to (i) design or manufacturing defects (whenever discovered, whether prior or after the Closing) and labor matters (ii) warranties, product liability, safety or other Liability, in the cases of clauses (i) and (ii), relating to any such current or former employee or independent contractor including product sold by any liabilities or obligations arising out Seller prior to the Closing; (f) any Liability in respect of or relating to Indebtedness of any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan Seller or any entitlements other Liability related to, arising as a result of under or in connection with the consummation of 2016 Notes or the PurchaseHB Notes; (iig) any Taxes, interest, and penalties Liability (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period Transferred Employees that arises or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations incurred prior to the Closing Date, (ii) with respect to Service Providers or other service providers (including current and /or relating to former directors, officers, employees, agents and independent contractors) who do not become Transferred Employees that arises or is incurred at any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due.time

Excluded Liabilities. Notwithstanding anything contained herein to the contraryExcept as set forth in Section 1.03, Buyer shall not assume, or cause to be assumed, assume or be deemed to have assumed or caused to have assumed or be liable or responsible for any of the liabilities or obligations of any Shareholder or Seller (collectively, the “Excluded Liabilities”) including, the following: (a) any and all liabilities or obligations associated with or relating to any Excluded Assets and any debt of Seller for borrowed money (including any intercompany debt of Seller owed to any one or more of its Affiliates) and any outstanding obligations of Seller under any capital leases as of the Closing Date; (b) any liability or obligation of any kind, character or nature (whether known the related claim is made before or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereofClosing) arising out of (i) the conduct of Seller in connection with the ownership or operation of the Purchased Assets prior to the Closing Date (except as expressly provided for in Section 1.03), (ii) the employment by Seller of any employees, whether before or after the Closing Date and whether or not such employees become Buyer’s employees, (iii) any employment contract, employee benefit plan or arrangement with respect to which Seller is a party, Seller sponsors, or Seller has any liability or any Company Plan or (iv) the warranty repair and replacement costs described in Section 1.03(e); (c) any liability or obligation of Seller owing to any stockholder, subsidiary or Affiliate thereof including, without limitation, any obligations arising out of or related to the transactions contemplated hereby; (d) any liabilities related to (i) income taxes of Seller or any the Shareholders and (ii) all other taxes attributable to Seller or the Shareholders for the tax periods or portions of its Affiliates (other than tax periods ending on or prior to the liabilities expressly assumed in this Agreement) Closing Date, including, but not limited to, sales and use taxes, but excluding the following obligations and excise tax liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):included in Current Liabilities pursuant to Section 1.03(d) hereof; (ie) any liabilities or obligations relating to any current the ownership or former employee operation of the Purchased Assets arising under Environmental Laws attributable to or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising incurred as a result of any acts, omissions, events or conditions first occurring or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out existence as of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property ownedincluding, leasedbut not limited to, occupied liabilities or controlled by Seller; (vii) any Seller Transaction Expensesobligations for the release, handling, discharge, treatment, storage, disposal, arrangement for disposal or presence of Regulated Materials; and (viiif) any liabilities liabilities, responsibilities and obligations relating to any rule, regulation, law, mandate, decision or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out order of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Governmental Entity other than those described in Section 1.03(c). The Excluded Liabilities that are an obligation shall remain the sole responsibility of Seller promptly when dueand shall be retained, paid, performed and discharged solely by Seller.

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Buyer Holdings shall not assumeassume or otherwise become obligated with respect to any obligation or liability of the Company of any nature whatsoever, or cause to be assumedand the Company shall retain and shall pay, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations discharge and liabilities of Seller and its Affiliates (perform all such obligations and liabilities not assumed hereunderliabilities, relating to the following (the “Excluded Liabilities”): (ia) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection associated with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged designof the Excluded Assets, manufactureincluding, assemblywithout limitation any liability or obligation relating to the Excluded Entities and the Subsidiaries of the Excluded Entities, installationthe business and operations of the Excluded Entities and the Subsidiaries of the Excluded Entities, use and the Company’s ownership, management and operation of the Excluded Entities and the Subsidiaries of the Excluded Entities; (b) any liability or sale obligation under any Company Contract listed in Section 1.2(b) of the Company Disclosure Schedule; (c) any liability or obligation of the Company for Taxes (other than Taxes described in Section 7.6 below); (d) except for accruals for wages, benefits and earned personal leave of employees of the Company expressly and fully included in the calculation of Actual Working Capital, any liability or obligation under the Employee Benefit Plans or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee equity incentive or profit sharing plans, health care plans or benefits, or any other employee plans or benefits of any products manufactured kind for Company’s employees or former employees or both (other than the obligations expressly assumed by Parent described in Section 6.3 below); (e) except as set forth in Section 6.6 below, any liability or obligation of the Factory Company to indemnify, reimburse or advance amounts to any officer, director, shareholder, employee or agent of the Business prior Company or its Subsidiaries; (f) any liability or obligation of the Company to distribute to its securityholders or otherwise apply all or any part of the Closing DateConsideration received hereunder; (g) any liability or obligation of the Company for costs or expenses incurred in connection with this Agreement and the transactions contemplated hereby; (h) any liability or obligation of the Company under this Agreement; (i) all obligations of the Company for borrowed money, whether including without limitation the commencement obligations listed in Schedule 1.4(i) of the Company Disclosure Schedule; and (j) any related litigation, arbitration, investigation, proceeding liability or claim occurs before obligation of the Company based upon the Company’s acts or omissions occurring after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueEffective Time.

Excluded Liabilities. Notwithstanding anything contained herein Subject to Sections 1.4(b), neither the contraryPurchasers nor any Designated Adobe Affiliate shall assume or have any responsibility for paying, Buyer shall not assumedischarging or otherwise performing, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) Liability of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates Seller-Related Parties (whether or not such employee is hired by Buyer following related to the ClosingBusiness). Without limiting the generality of the foregoing, neither the Purchasers nor any Designated Adobe Affiliate shall assume or have any responsibility for paying, discharging or otherwise performing any: (i) and labor matters Tax Liability; (ii) Liability for accrued wages, salaries, workers’ compensation, medical or disability benefits, vacation, sick or comprehensive leave benefits of or relating to the employment or termination of any of the Seller Service Providers; (iii) Liability under any Contract with (or other Liability to) any Seller Service Provider; (iv) retirement, pension or profit sharing Liability, Liability under any Seller Service Plan, severance Liability, payment in lieu of notice Liability or Liability arising out of any Legal Requirement owing to any Seller Service Provider in connection with such current Seller Service Provider’s employment or former employee engagement by or independent contractor including Contract with, or the termination of such Seller Service Provider’s employment or engagement by or Contract with, any liabilities of the Seller-Related Parties, as the case may be, or obligations any penalties, fines or other expenses resulting from any compliance issue with any compensation or benefits plan, severance obligation or Legal Requirement; (v) indebtedness of any of the Seller-Related Parties; (vi) Liability arising out of or resulting from the breach of any Contract by any of the Seller-Related Parties or from any violation of any Legal Requirement by any of the Seller-Related Parties; (vii) Liability arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, claim against any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; Seller-Related Parties under any warranty issued by any Seller-Related Party as of the Closing Date on software, products or services included in the Transferred Business Assets; (iiviii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations Liability arising out of under or relating to indebtedness of Seller or any of its Affiliates; (v) Contract that is not an Assumed Business Contract, including any liabilities or obligations licenses for Open Source Code, leases, customer contracts, teaming agreements, including any Liability arising out of or relating to any contract which is not an Assigned claim by any other Person relating to any such Contract; ; (viix) Liability to any shareholder of, member of or any other Person holding options or other interests in, any of the Seller-Related Parties; (x) Liability arising out of or relating to the consummation of any of the Contemplated Transactions; (xi) Liability arising out of or relating to the events, facts, circumstances and other matters disclosed in Part 2.4(j) of the Disclosure Schedule (including in any letter or other document referred to therein); or (xii) other than Liability of any of the Seller-Related Parties. Notwithstanding any provision of TUPE or any other Service Transfer Regulation or Legal Requirement or any Liability that the Purchasers or any of their Affiliates may have to any Governmental Body or other Person thereunder, the Purchasers and their Affiliates shall have no Liability to any of the Sellers or the other Seller-Related Parties (under this Agreement, under any other Transactional Agreement, or otherwise) to assume or have any responsibility for paying, discharging or otherwise performing any Liabilities imposed on any of the Purchasers or their Affiliates by operation of Legal Requirements in connection with the operation any of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing DateContemplated Transactions, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery none of the notice Sellers or other Seller-Related Parties shall, or shall have any right to, bring any claim or Legal Proceeding for breach of Contract or otherwise against any of the Purchasers or their Affiliates as a result of any failure on the part of any of the Purchasers or their Affiliates to assume, pay, discharge or otherwise perform any of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueLiabilities.

Excluded Liabilities. Notwithstanding anything contained herein to Except for the contraryAssumed Liabilities, Buyer shall not assume and under no circumstances shall Buyer be obligated to pay or assume, and none of the assets of Buyer shall be or cause become liable for or subject to be assumedany liability, indebtedness, commitment, or be deemed to have assumed or caused to have assumed or be liable or responsible for obligation of any liabilities or obligations (nature whatsoever of the Seller Entities, whether known or unknown, fixed, absolute, matured, unmatured, accrued fixed or contingent, now recorded or unrecorded, currently existing or hereafter arising after or otherwise (collectively, the date hereof“Excluded Liabilities”), including, without limitation, the following Excluded Liabilities: (a) any debt, obligation, expense or liability that is not an Assumed Liability or that arises out of or relates to any Excluded Asset; (b) any claims or potential claims for medical malpractice, professional negligence, or general liability relating to acts or omissions asserted or alleged to have occurred prior to the Effective Time; 5 (c) those claims and obligations (if any) specified in Schedule 1.4 hereto; (d) any debts, expenses, liabilities, obligations associated with or arising out of any of the Excluded Assets; (e) any liabilities and obligations of the Seller Entities in respect of periods prior to the Effective Time arising under the terms of the Medicare, Medicaid, CHAMPUS/TRICARE, Blue Cross, or other third party payor programs, including, without limitation, any claims, recoupments, offsets or set-offs by any third party payor due to any overpayments, duplicate payments, fraud or incorrect billing; and including, without limitation, in respect of any cost report, any audit under the Medicare Recovery Audit Contractors (“RAC”) program, Medicaid Integrity Contractors (“MIC”) program, Medicare Zone Program Integrity Contractors (“ZPIC”) program, Medicare Program Safeguard Contractors program (“PSC”), or Medicare Administrative Contractors (“MAC”) program or any noncompliance with applicable Law or contractual obligations related to the billing or collection of its Affiliates services, any ACOs, CINs, CJR, and any liability arising pursuant to the Medicare, Medicaid (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following Medicaid Supplemental Programs), CHAMPUS/TRICARE, Blue Cross, or any other third party payor programs as a result of the consummation of any of the transactions contemplated under this Agreement; (f) any federal, state or local Tax liabilities or obligations of the Seller Entities in respect of periods prior to the Effective Time or resulting from the consummation of the transactions contemplated herein including, without limitation, any income Tax, any franchise Tax, any Tax recapture, any sales and/or use Tax, and any FICA, FUTA, workers’ compensation, and any and all other Taxes or amounts due and payable as a result of the exercise by the employees at the Facilities of such employees’ right to vacation, sick leave, and holiday benefits accrued while in the employ of any of the Seller Entities (provided, however, that this clause (f) shall not apply to any and all Taxes payable with respect to any employee benefits constituting Assumed Liabilities under Section 1.3(c) hereof); (g) any liabilities associated with any Benefit Plan, including, but not limited to, any liability for any and all claims by, on behalf of, or with respect to the Seller Entities’ employees relating to periods prior to the Effective Time including, without limitation, liability for payments or benefits owed under any Benefit Plan, any withdrawal liability owed or allegedly owed by the Seller Entities, as well as any compensation-related payments, pension, profit sharing, deferred compensation, equity or equity-related compensation, incentive compensation, fringe benefit, tuition reimbursement, severance, termination pay, change in control or retention payments, bonuses or any other employee benefit plan of whatever kind or nature or any employee health and welfare benefit plans, liability for any Equal Employment Opportunity Commission (“EEOC”) claim, Americans with Disabilities Act (“ADA”) claim, Family and Medical Leave Act (“FMLA”) claim, wage and hour claim, unemployment compensation claim, or workers’ compensation claim, and any liabilities or obligations to former employees of the Seller Entities under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or the Employment Retirement Income Security Act of 1974, as amended (“ERISA”), and its Affiliates any regulations promulgated thereunder (such obligations provided, however, that this clause (g) shall not apply to any and liabilities not assumed hereunderall employee benefits constituting Assumed Liabilities under Section 1.3(c) hereof); (h) any obligation or liability accruing, arising out of, or relating to any federal, state or local investigations of, or claims or actions against, the “Excluded Liabilities”):Seller Entities or any of their Affiliates or any of their employees, medical staff, agents, vendors or representatives with respect to acts or omissions prior to the Effective Time; (i) any liabilities civil or obligations relating to any current criminal obligation or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations liability accruing, arising out of of, or relating to any employee-acts or omissions of the Seller Entities, their Affiliates or, to the extent related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contractto their services to the Seller Entities, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the PurchaseSeller Entities’ partners, members, managers, directors, officers, employees, contractors, vendors, and agents alleged or claimed to have violated any Law of any Government Entity; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (vj) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contractbreach of any Contract by any of the Seller Entities prior to the Effective Time; (vik) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or or relating to any real property owned, leased, occupied breach by any of the Seller Entities at any time of any contract or controlled commitment that is not expressly assumed by SellerBuyer in this Agreement; (viil) any debt, obligation, expense, or liability of the Seller Transaction Expenses; andEntities arising out of or incurred solely as a result of any transaction of any of the Seller Entities occurring after the Effective Time; (viiim) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of any of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or Seller Entities arising out of or relating to any alleged design, manufacture, assembly, installation, use or sale violation of any products manufactured Laws, including, without limitation, any Healthcare Laws; (n) all liabilities and obligations arising out of or relating to any oral agreements, oral contracts or oral understandings with any referral sources including, but not limited to, physicians, unless reduced to writing, identified in Schedule 1.1(g) hereto, and expressly assumed by Buyer as part of the Factory Contracts; (o) any liability of any Seller Entity to repay any indebtedness of any Seller Entity whenever incurred, including, specifically, any obligation with respect to loans received by any Seller Entity under the Paycheck Protection Program enacted as part of the Coronavirus Aid, Care, Economic, and Relief Act (“CARES Act”); or to repay any moneys received by any Seller entity from the Public Health and Social Services Emergency Fund established under the CARES Act, the Coronavirus Preparedness and Response Supplemental Appropriations Act (P.L. 116-123), the Families First Coronavirus Response Act (P.L. 116-127), or the Business Paycheck Protection Program and Health Care Enhancement Act (P.L. 116-139); or any advances received from the CMS Accelerated and Advance Payments Fund or any other federal legislation making appropriations for the coronavirus response and related activities with respect to any Seller Entity providing any care for individuals with possible or actual cases of COVID 19; and (p) with respect to employees terminated prior to or as of the Closing DateEffective Time, whether the commencement any liability or obligation of any Seller Entity arising out of or relating to the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN Act”) and any regulations promulgated thereunder, and any similar state or local Laws related litigationto plant closings, arbitrationrelocations, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duemass layoffs and employment losses.

Excluded Liabilities. Notwithstanding anything contained herein to Except for the contraryAssumed Liabilities, Buyer shall not assume, or cause to be assumed, assume or be deemed to have assumed or caused to have assumed or be liable or responsible for the performance of any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) Liabilities of Seller or including, without limitation, any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates Liabilities (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”): (a) Any Liability of Seller in respect of or otherwise arising from the operation or use of the Excluded Assets; (b) Any Liability of Seller arising from the making or performance of this Agreement or a Related Agreement or the transactions contemplated hereby or thereby; (c) Any Liability of Seller under the Assigned Contracts or Assigned Leases (i) in respect of payment obligations for goods delivered or services rendered prior to the Closing Date or (ii) relating to a breach or default by Seller of any liabilities of its obligations thereunder occurring prior to the Closing Date, regardless of whether such Liability arises or obligations is discovered on or after the Closing Date; (d) Except for those Assumed Liabilities set forth in Section 2.3(c), any Liability of Seller (i) for any compensation, benefits, employment Taxes, workers compensation benefits and other similar Liabilities in respect of the Transferred Employees (including under the Generation CBA, any Employee Benefit Plan of Seller, or any other agreement, plan, practice, policy, instrument or document relating to any current of the Transferred Employees) to the extent arising or former employee or independent contractor of Seller or any of its Affiliates accruing prior to the Closing Date, (whether or not such employee is hired by Buyer following the Closingii) and labor matters relating to the Transferred Employees for which Seller is responsible under Section 5.8, or (iii) in respect of any such current discrimination, wrongful discharge, unfair labor practice or former employee or independent contractor including similar Claim under applicable employment Laws by any liabilities or obligations Transferred Employee arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option acts or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations omissions occurring prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (viie) Any Liability of Seller arising from or associated with any Intercompany Arrangement, other than Liabilities under those Assigned Contracts set forth on Schedule 2.2(j); (f) Any Liability of Seller for any fines or penalties imposed by a Governmental Authority resulting from (i) any investigation or proceeding pending prior to the Closing Date or (ii) illegal acts or willful misconduct of Seller Transaction Expenses; andprior to the Closing Date; (viiig) Any Liability for Taxes (including, with respect to property Taxes, payments in addition to or in lieu of Taxes and the Property Tax Stabilization Payments) relating to the ownership, operation, sale or use of the Acquired Assets prior to the Closing, except those Taxes for which Buyer is liable pursuant to Section 2.7, Section 5.12 and Section 5.13; (i) any liabilities Environmental Liability to the extent such Environmental Liability arises out of or obligations arising from product liability claims for which relates to any Governmental Authority’s allegation and investigation of any violations of Environmental Laws by Seller, and (ii) any Liability relating to the injury treatment, disposal, storage, discharge, or loss giving rise thereto (not just Release of Hazardous Substances that were generated at the delivery of the notice of such claims) occurs Sites through ownership or operation prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory relating to recycling or the Business arrangement for such activities at, or the transportation to, any Offsite Disposal Facility by Seller, prior to the Closing DateDate (such liabilities, whether the commencement “Excluded Environmental Liabilities”). For the avoidance of any related litigationdoubt, arbitration, investigation, proceeding or claim occurs before or after it is the Closing Date Seller intention of the Parties that this Section 2.4(h) shall satisfy all exclusively define those Environmental Liabilities constituting Excluded Liabilities hereunder, and that are an obligation no other provision of this Section 2.4 shall be construed to include any Environmental Liabilities; and (i) Any Liability of Seller promptly when duein respect of accounts payable or accrued expenses.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarySeller will retain, and Buyer shall not assumeassume and shall not be responsible to pay, perform or discharge, any liability or obligation of Seller, or cause to be assumedthe Transportation Products Business, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed Assumed Liabilities, and that nothing in this Agreement) including, but not limited toAgreement will be construed as an agreement otherwise. Without limiting the foregoing and notwithstanding anything to the contrary herein, the following liabilities and obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):) are not part of the purchase and sale contemplated by this Agreement and will be the sole responsibility of Seller following the Canada Closing: (a) any liabilities or obligations relating to or arising out of the Excluded Assets; (b) except as specifically provided in Section 5.03, any liabilities or obligations of Seller (excluding any liability taken into account for calculating the Net Working Capital or any negative adjustment to the Aggregate Purchase Price pursuant to Section 2.05 of the MTA) relating to or arising out of (i) the employment, or termination of employment, of any Employee prior to the Canada Closing including all liabilities for salaries, wages, bonuses, commissions, overtime or vacation pay, or (ii) workers’ compensation claims of any employee which relate to events occurring prior to and on the Canada Closing Date; or (iii) all employment-related claims, penalties and assessments in respect of the Seller or the Transportation Products Business arising out of matters which occurred prior to the Closing Date; (c) any liabilities or obligations of Seller, Seller’s Partners or their Affiliates for Taxes, including any liabilities or obligations for (i) Taxes relating to the Transportation Products Business of Seller or the Canada Assets arising in or incurred with respect to any Taxable Period or portion of a Taxable Period ending on or prior to the Canada Closing Date and (ii) any other Taxes of Seller or Seller’s Partners for any Taxable Period (other than Taxes allocated to Buyer under Section 5.07 of the MTA); (d) any liabilities or obligations (including, for greater certainty, liability for accrued benefits not taken into account for calculating the Net Working Capital or any negative adjustment to the Aggregate Purchase Price pursuant to Section 2.05 of the MTA) related to the Benefit Plans; (e) any liabilities or obligations of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (f) any actions, complaints, suits, claims, audits, investigations or other legal proceedings pending or threatened as of the Closing Date either (x) against or brought by Seller or (y) otherwise related to the operation of the Transportation Products Business on or prior to the Canada Closing Date; (g) any liabilities or obligations that relate to a breach of an Assigned Contract by Seller that occurred or arose prior to the Canada Closing; (h) any liabilities or obligations in respect of severance, pay in lieu of notice, damages for wrongful dismissal and all related costs arising out of or related to any termination or lay off of employees of Seller prior to the Canada Closing Date including but not limited to those Employees who do not accept Buyer’s offer of employment; (i) any liabilities or obligations relating that relate to any current Hazardous Materials at, in or former employee under or independent contractor of Seller that have been Released to or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to from any real property owned, leased, occupied owned or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims leased for which use in the injury or loss giving rise thereto (not just the delivery conduct of the notice of such claims) occurs prior to Transportation Products Business, other than the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueLeased Real Property.

Excluded Liabilities. Notwithstanding anything contained herein to Except for the contraryAssumed Liabilities, Buyer Purchaser does not assume and shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (of Seller, of any kind or nature, whether or not relating to the Business or the Purchased Assets, whether known or unknown, fixed, absolute, maturedaccrued, unmaturedcontingent or otherwise, accrued or contingentwhether due or to become due, now existing arising out of events or arising transactions or facts occurring on, prior to, or after the date hereof) of Seller or any of its Affiliates Effective Date (other than collectively the liabilities expressly assumed in this Agreement) “Excluded Liabilities”), including, but not limited to, the following Excluded Liabilities: (a) all liabilities and obligations and liabilities of any kind existing as of the Effective Date owed or owing by the Business to any shareholder of Seller and/or any affiliate of Seller; (b) all liabilities and its Affiliates obligations relating to current or former employees, agents, consultants or other independent contractors of the Seller, whether or not such persons are employed by the Purchaser after the Effective Date, relating to services performed, benefit accruals or claims accrued or incurred prior to the Effective Date or with respect to employee benefit plans, programs or arrangements at any time on or after the Effective Date, including but not limited to, any “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, (such “ERISA”) and all retirement, stock, stock option, welfare benefit, savings, deferred compensation, incentive compensation, paid time off, severance pay, salary continuation, disability, fringe benefit, compensation, accrued payroll, accrued vacation pay, sick leave, severance, worker's compensation, unemployment compensation, employee welfare or retirement benefits (including any liability or obligation of the Seller under any welfare plan or policy for continuing health coverage), and other employee benefit arrangements, plans, policies, or practices maintained, contributed to, or required to be contributed by the Seller or any ERISA Affiliate (defined as any person, entity, any trade or business (whether or not incorporated) that is treated as a single employer with the Seller under Section 414 of the Code) or with respect to which the Seller or any ERISA Affiliate may have any liability (collectively the "Benefit Plans") or obligations under any employment agreement or arrangement, liabilities under the Worker Adjustment and Retraining Notification (“WARN”) Act and obligations or agreements to rehire or give preferential treatment to laid-off or terminated employees; (c) all liabilities not assumed hereunderand obligations, whether absolute, accrued, contingent or otherwise, for federal, state, county, local, foreign or other income, sales, use, real estate, property, excise, employee payroll or other taxes or assessments (including interest and penalties) of any kind whatsoever relating to the “Excluded Liabilities”):Business for periods up to and including the Effective Date and any income taxes resulting from the transactions contemplated by this Agreement; (d) any and all damages, losses, liabilities, actions, claims, costs and expenses (including, without limitation, closure costs, fines, penalties, expenses of investigation and remediation and ongoing monitoring and reasonable attorneys' fees) directly or indirectly based upon, arising out of, resulting from or relating to (i) any liabilities or obligations relating to violation of any current or former employee or independent contractor of Environmental Law by the Seller or any person or entity acting on behalf of its Affiliates the Seller or the person from or through which the Seller acquired title on or prior to the Effective Date (whether including, without limitation, any failure to obtain or not such employee is hired by Buyer following comply with any permit, license or other operating authorization under provisions of any Environmental Law), (ii) any and all liabilities under any Environmental Law arising out of or otherwise in respect of any act, omission, event, condition or circumstance occurring or existing in connection with the Closing) and labor matters Business or the Purchased Assets on or prior to the Effective Date (including, without limitation, liabilities relating to (X) removal, remediation, containment, cleanup or abatement of the presence of any such current Regulated Substance, whether on-site or former employee off-site and (Y) any claim by any third party, including without limitation, tort suits for personal or independent contractor including any bodily injury, property damage or injunctive relief; and (e) all liabilities or and obligations arising out of any lawsuit, action, proceeding, inquiry, claim, order or relating to investigation by or before any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations governmental authority related to the Excluded Assets; (iv) any liabilities or obligations Business arising out of events, transactions, facts, acts or relating omissions which occurred prior to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with on the operation of the Business after the Closing Effective Date, any liabilities including, without limitation, personal injury or obligations arising out of operations prior to the Closing Dateproperty damage, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duestrict liability.

Excluded Liabilities. Notwithstanding anything contained herein EXCEPT FOR THE ASSUMED LIABILITIES, BUYER SHALL NOT AND DOES NOT ASSUME ANY LIABILITIES OF SELLER (OR ANY PREDECESSOR OF SELLER OR ANY PRIOR OWNER OF ALL OR ANY PART OF THE BUSINESS OR THE ACQUIRED ASSETS), ITS AFFILIATES OR ERISA AFFILIATES, WHETHER OR NOT ARISING OUT OF OR RELATING TO THE ACQUIRED ASSETS OR THE BUSINESS OR ANY OTHER ASSETS OF SELLER OR ITS AFFILIATES. ALL SUCH LIABILITIES (“EXCLUDED LIABILITIES”) SHALL AFTER THE EFFECTIVE TIME REMAIN THE EXCLUSIVE RESPONSIBILITY OF SELLER OR ITS AFFILIATES (AS APPLICABLE) AND SELLER SHALL PAY AND DISCHARGE SUCH LIABILITIES AS AND WHEN DUE. Such Excluded Liabilities include: (a) any Liability based on any actual or alleged defect in the design, manufacture, quality, conformity to specification or fitness for a particular purpose, or based on the labeling, of any Product manufactured or sold by, or for, Seller, or any service provided by Seller and/or the Business, before the Effective Time, including all product Liability, product warranty Liabilities and all Liabilities in respect of product recalls, product warnings or product labeling regardless of when made or asserted and whether for injury to person or property, and any Liability which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Seller, or alleged by a third party to have been made by Seller, or which is imposed or asserted by a third party to be imposed by operation of Law or contractually, in connection with any service performed or Product manufactured or sold by Seller prior to the contraryClosing Date; (b) any federal, Buyer shall not assumestate, local or cause to be assumed, foreign income or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) other Tax of Seller or any of its Affiliates Affiliates, payable with respect to the Business or the Acquired Assets for any period prior to the Effective Time, incident to or arising as a consequence of the consummation by Seller of the transactions contemplated by this Agreement (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements income Taxes arising as a result of Seller transferring the Acquired Assets), payable by Seller pursuant to Treasury Regulation Section 1.1502-6 (or in connection with similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise or (v) that is a Transfer Tax (other than Transfer Taxes which are the consummation responsibility of the PurchaseBuyer pursuant to Section 6.7(a)); (iic) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business Liability with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (ivd) the Specifically Excluded Liabilities; (e) any liabilities current employment agreement or obligations other current compensation arrangement with ▇▇▇▇▇ ▇▇▇▇▇▇; and (f) any Liabilities incurred, arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after or the Closing Date, any liabilities ownership or obligations arising out use of operations the Acquired Assets prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueEffective Time.

Excluded Liabilities. Notwithstanding anything contained herein As of the Closing Date, neither CCD, the Buyer nor the Surviving Corporation shall retain, have or assume any liability, obligation or responsibility for, or with respect to, any of the following liabilities, obligations or commitments or any of the liabilities, obligations or commitments identified on Schedule 1.03(c) (collectively the "Excluded Liabilities"): (i) all liabilities, obligations and commitments of Seller or CCD relating to or arising out of the operation of the Business or the ownership or use of the Acquired Assets and the Specified Assets prior to the contraryClosing Date other than those expressly included in the Assumed Liabilities; (ii) all Past Due Amounts of every kind and nature, Buyer shall not assumehowever arising, whether related or unrelated to the Business, including those liabilities and obligations which, but for being Past Due Amounts, would be included in the Assumed Liabilities; (iii) any claw-back of any payment received by Seller or CCD prior to the Closing Date whether arising with respect to the Business or otherwise and whether based on preferential payment, fraudulent transfer or any other void or voidable transaction of any kind or nature; (iv) all liabilities and obligations of Seller or CCD to file reports, returns, statements or the like or to pay or make deposits with respect to any taxes arising during or from, or cause attributable to, any period prior to be assumedthe Closing Date; (v) all liabilities of Seller for severance payments arising on or before the Closing Date; (vi) all accrued but unpaid salaries, wages, bonuses, incentive compensation, holiday pay, sick pay, or be deemed other compensation or payroll items (including deferred compensation) in respect of the Transferred Employees of Seller and CCD prior to have assumed or caused to have assumed or be liable or responsible for any the Closing Date; (vii) all liabilities or obligations arising from the participation by Transferred Employees in, the accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, any Plan or other employee or retiree benefit or compensation plan, program, practice, policy, agreement or arrangement of Seller or CCD prior to the Closing Date; (whether known viii) all liabilities or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing obligations relating to or arising in connection with any and all claims for workers' compensation benefits as set forth in Section 4.03; (ix) all liabilities and obligations of Seller and/or its Affiliates which do not relate to or arise out of the operation of the Business or the ownership or use of the Acquired Assets or the Specified Assets, including customer charge-backs, customer credits and customer adjustments arising with respect to the Infant Business; (x) all liabilities and obligations of Seller and/or its Affiliates with respect to the Discontinued Woven Products Accounts for customer rebates or customer charge-backs, customer credits or customer adjustments first asserted on or after the date hereofClosing Date; and (xi) of all product liability claims arising from or with respect to goods shipped by Seller or any of its Affiliates (other than the liabilities expressly assumed in this AgreementCCD) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing DateDate except that, and /or relating in the event either Buyer or the Surviving Corporation is able to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from obtain product liability insurance coverage, without additional premium cost, for claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or against CCD arising out of any alleged design, manufacture, assembly, installation, use the shipment of goods or sale of any products manufactured by the Factory or the Business prior to the Closing DateClosing, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller then such liabilities shall satisfy all not be Excluded Liabilities that are an obligation for purposes of Seller promptly when duethis Agreement.

Excluded Liabilities. Notwithstanding anything contained herein to Except for those specific Assumed Liabilities described in Section 2.1 above, the contrary, Buyer shall will not assume, or cause to be assumedand hereby expressly disclaims any assumption of, or be deemed to have assumed or caused to have assumed or be liable or responsible for any debts, liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued absolute or contingent, now existing or arising after the date hereof) of Seller or any kind of its Affiliates (other than the liabilities expressly assumed in this Agreement) includingSellers, including but not limited toto (a) liabilities or obligations of any kind in respect of any past or present Stockholder, directors, officers, employees or consultants of the following obligations and liabilities of Seller and its Affiliates Sellers, whether under any contract or agreement, pursuant to any pension plan or employee benefit or welfare plan, or otherwise, (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (ib) any liabilities or obligations relating to any current employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), oral or former written retirement or deferred compensation plan, incentive compensation plan, stock plan, consulting agreement, unemployment compensation plan, severance plan, bonus plan, stock compensation plan or any other type or form of similar employee-related (or independent contractor-related) arrangement, program, policy, plan or agreement maintained or contributed to by the Seller or any Affiliate for the benefit of or in agreement with any employee or independent contractor of the Seller or any Affiliate (each of its Affiliates such arrangements, programs, policies, plans or agreements hereinafter being referred to as an "Employee Benefit Plan"), (whether c) any obligations or not such employee is hired by Buyer following the Closing) and labor matters relating to liabilities in respect of any such current unfunded pension or former employee retirement benefits, or independent contractor including in respect of any liabilities funding obligations to, or obligations arising out of transactions in or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contracttrust funds under, any Employee Benefit Plan pension, employee benefit or any entitlements arising as a result of retirement plans now or in connection with the consummation heretofore maintained by or on behalf of the Purchase; Seller for the benefit of any past or present employees, (iid) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related relating to recapture of any depreciation deduction or investment tax credit of the Excluded Assets; Seller, and/or (ive) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged designpending claims, manufactureactions, assembly, installation, use arbitrations and/or other proceedings against or sale of any products manufactured by the Factory or the Business prior with respect to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueSeller.

Excluded Liabilities. Notwithstanding anything contained herein any provision of this Agreement express or implied to the contrarycontrary (and without any implication that Buyer is assuming any Liability of Sellers or the Business or any Liability related to any of the Purchased Assets not expressly excluded), Buyer shall is not assumeassuming or becoming obligated in any way in respect of, and will not be required to pay, perform, undertake or discharge, any Liabilities that are not specifically included in the Assumed Liabilities, including (a) any debt for borrowed money and all fees, accrued and unpaid interest, premiums or penalties relating to the foregoing, (b) any Liabilities to the extent relating to, resulting from or arising out of any Environmental Law (including any violation of Environmental Law), Environmental Condition, or cause any Release of Hazardous Substance on, under, at or migrating to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for from any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after of the date hereof) of Seller Companies’ or any of its their predecessors current or former facilities, (c) any Liability arising from facts or circumstances or underlying conditions or events or activities first occurring on or prior to the Closing, or relating to the conduct or operation of the Business or any other conduct of Sellers and their Affiliates and their respective officers, directors, employees, consultants, agents or advisors on or prior to the Closing, (d) any Liability for Excluded Taxes, or (e) all Liabilities relating to any former employee or any Employees other than the liabilities expressly assumed in this Agreement) includingTransferring Employees and with respect to the Transferring Employees up to the Closing Date, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): including without limitation (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of under or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result other employee benefit arrangement of or in connection with the consummation any of the Purchase; Companies, (ii) any Taxesall salaries, interestwages, commissions, contractual incentive payments, contractual bonuses, employer insurance contributions, statutory holiday pay, overtime pay and penalties similar obligations (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations including all related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or Taxes and social insurance costs), relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations Employee prior to the Closing Date, (iii) Liabilities under all applicable Laws or statutory plans and /or related to any required notice of termination, termination, severance or similar obligation with respect to or arising from the termination of employment with Sellers and its Affiliates of an Employee (including all related Taxes and social insurance costs), (iv) all Liabilities relating to compliance with the requirements of Section 4980B of the Code, Part 6 of Subtitle B of Title I or ERISA, or any real property ownedsimilar state or local Law or applicable employment standards legislation, leasedincluding the provision of continuation coverage, occupied with respect to all Employees who do not become Transferring Employees, and their spouses and dependents, and with respect to Transferring Employees, and their spouses and dependents, for whom a qualifying event occurs prior to or controlled by Seller; on the Closing Date, (viiv) long-term disability (whether long-term or short-term) coverage of Employees who do not become Transferring Employees and of Transferring Employees for whom the incident or circumstance giving rise to such coverage occurred prior to or on the Closing Date, (vi) any Seller Transaction Expenses; and workers’ compensation, occupational disease or illness, state or other disability or similar workers’ protection claims with respect to any Employee (viii) including any liabilities or obligations arising from product liability claims for which Transferring Employee), to the extent the injury or loss illness giving rise thereto (not just the delivery of the notice of to such claims) occurs claim originated prior to the Closing Date, including specifically or (vii) any Liability relating to any misclassification of individual independent contractors or consultants who perform all losses caused by or arising out substantially all of his or her services for Sellers or any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or its Subsidiaries on behalf of the Business prior to (the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all “Excluded Liabilities that are an obligation of Seller promptly when dueLiabilities”).

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement or any of the other Transaction Documents, Buyer shall except as specifically provided herein, and regardless of whether such Liability is disclosed in this Agreement or in any of the other Transaction Documents, the Buyer, its assigns and its Affiliates, will not assume, agree to pay, perform or cause to discharge or in any way be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after and all Liabilities of the date hereof) of Seller Business or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) Selling Party, including, but not limited towithout limitation, the following obligations and liabilities of Seller and its Affiliates any Liabilities whatsoever relating, directly or indirectly, to any (such obligations and liabilities not assumed hereundera) trade creditors, the “Excluded bank debt, payroll or payroll tax Liabilities”): (i) any liabilities or obligations relating , payments due to any current or former employee of the Sellers for amounts due under any bonus plan or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating incentive arrangement, income tax Liabilities, severance Liabilities to any such current or former employee of the Sellers, Liabilities with respect to any vacation pay, sick pay, profit sharing or 401(k) contribution, Liabilities arising out of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law (collectively, the “WARN Act”), or any other Liabilities relating to the Seller’s current or former employees (including temporary and leased employees) and independent contractor including contractors; (b) any liabilities Liabilities with respect to any Employee Benefit Plan or obligations Taxes; (c) any environmental claims or Liabilities arising out of or relating to the past, present or future acts or omissions of the Sellers, or any environmental claims or Liabilities arising out of or relating to any employee-related matterpast, employee-related payment obligationpresent or future condition or contamination, collective bargaining contractincluding, labor negotiationwithout limitation, severance costthe presence of any Hazardous Materials, pension planon any of the Real Property, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option which condition or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a contamination was not the direct result of or the Buyer’s actions; (d) any contractual Liabilities relating to any existing facilities used in connection with the consummation Business, except to the extent expressly assumed by the Buyer in this Agreement; (e) any Liability of any Selling Party for Taxes for any period including any costs, and expenses incurred in connection with this Agreement; (f) the Liability, if any, of any Selling Party under any “bulk sales” or similar law or statue relating to the transfer of the Purchase; Assets hereunder; (iig) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business Liabilities for Taxes with respect to the Assets for any Pre-Closing Period period (or (iiportion thereof) imposed ending on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; ; (viih) any Seller Transaction Expenseslitigation involving any Selling Party; and (viiii) any liabilities Liabilities of any Seller with respect to such Seller’s failure to: (A) comply with sales tax laws, or obligations arising from product liability claims for which the injury (B) collect sales tax in connection with any of their auctions on or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date; (j) any Liability of any Selling Party under the Excluded Real Property Leases; and (k) any Liabilities of any Seller related to, including specifically all losses caused by or arising out of any alleged designof, manufactureor in connection with, assembly, installationsuch Seller’s ownership, use or sale operation, of any products manufactured by the Factory Assets or the conduct of the Business on or prior to the Closing Date, whether ; all such Liabilities are defined herein as the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all “Excluded Liabilities that are an obligation of Seller promptly when dueLiabilities.”

Excluded Liabilities. Notwithstanding anything contained herein to Except for the contraryAssumed Liabilities, Buyer Purchaser shall not assume, be obligated to pay, perform or cause to be assumed, otherwise discharge or be deemed to have assumed or caused to have assumed or in any other manner be liable or responsible for any liabilities Liabilities of, or obligations (Action against, Sellers of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise, liquidated or unliquidated, due or to become due, known or unknown, fixedcurrently existing or hereafter arising, absolute, matured, matured or unmatured, accrued direct or contingentindirect, now and however arising, whether existing before or on the Closing Date (as defined below) or arising after thereafter as a result of any act, omission, or circumstances taking place prior to the date hereof) of Seller or any of its Affiliates Closing (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):), including the following Liabilities of any of the Sellers or of any predecessor of any of the Sellers, whether incurred or accrued by any of the Sellers before or after the Closing Date: (a) all Cure Costs for Contracts or Leases to which any Seller is a party that are not Assigned Contracts or Assumed Leases; (b) any Liability of the Sellers or of any of their predecessors associated with any and all indebtedness, including any guarantees of third party obligations and reimbursement obligations to guarantors of the Sellers’ or any of their respective Affiliates’ obligations, and including any guarantee obligations or imputed Liability through veil piercing incurred in connection with the Sellers’ Affiliates; (c) all Liability of the Sellers or of any of their predecessors associated with payments for the purchase of goods, including but not limited to customer deposits and prepaid amounts; (d) all Retained Taxes; (e) all Liabilities of the Sellers or of any of their predecessors under this Agreement and the transactions contemplated hereby or thereby; (f) any Liabilities in respect of any Contracts or Leases to which any Seller is a party that are not Assigned Contracts or Assumed Leases, including any Liabilities arising out of the rejection of any such Contracts or Leases pursuant to Section 365 of the Bankruptcy Code; (g) except for Liabilities expressly identified as Assumed Liabilities, all Liabilities for fees, costs and expenses that have been incurred or that are incurred or owed by the Sellers or of any of their predecessors in connection with this Agreement or the administration of the Bankruptcy Cases (including all fees and expenses of professionals engaged by the Sellers) and administrative expenses and priority claims accrued through the Closing Date and specified post-closing administrative wind-down expenses of the bankrupt estates pursuant to the Bankruptcy Code (which such amounts shall be paid by the Sellers from the proceeds collected in connection with the Excluded Assets) and all costs and expenses incurred in connection with (i) the negotiation, execution and consummation of the transactions contemplated under this Agreement and each of the other documents delivered in connection herewith; and (ii) the consummation of the transactions contemplated by this Agreement, including any liabilities retention bonuses, “success” fees, change of control payments and any other payment obligations of the Sellers or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates their predecessors payable as a result of the consummation of the transactions contemplated by this Agreement and the documents delivered in connection herewith; (h) except for Liabilities expressly identified as Assumed Liabilities, all employment-related Liabilities of the Sellers, including (i) Liabilities for any action resulting from the Sellers’ employees’ separation of employment with the Sellers, including any severance or separation pay, (ii) employment-related Liabilities resulting from the transactions contemplated hereby whether before, on or not such employee is hired by Buyer following after the Closing, (iii) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations Liabilities arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contractContract, labor negotiation, severance costemployment Contract, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, and consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection Contract with the consummation Sellers, (iv) any Liabilities arising from or related to payroll and payroll Taxes for the current and former employees or independent contractors or other service providers of the Purchase; Sellers to such person at any time on or prior to the Closing, (iiv) any TaxesLiabilities of the Sellers for vacation, interestsick leave, parental leave, and penalties other paid-time off accrued by the Sellers on and prior to Closing, (ivi) attributable to the purchased Assets or the Business all Liabilities with respect to any Pre-Closing Period current or former employee of the Sellers including the Executive Employment Contracts, and (iivii) imposed on Seller or all Liabilities for any of its Affiliates; (iii) any liabilities failure to comply with applicable Laws or obligations related to the Excluded Assets; (iv) under any liabilities or obligations Contract, in each case arising out of or relating related to indebtedness employment of Seller employees of the Sellers or any engagement of its Affiliatesindependent contractors of the Sellers; (vi) all Liabilities related to the WARN Act, to the extent applicable, with respect to the Sellers’ termination of employment of the Sellers’ employees on or prior to Closing (for the avoidance of doubt reference to the Sellers in clause (h) and (i) shall refer to the Sellers and its Affiliates); (j) all Liabilities arising under or relating to Company Benefit Plans (including all assets, trusts, insurance policies and administration service contracts related thereto); (k) all Liabilities of the Sellers or of any liabilities of their predecessors to their respective equity holders respecting dividends, distributions in liquidation, redemptions of interests, option payments or otherwise, and any Liability of the Sellers or of any of their predecessors pursuant to any Contract or Lease set forth on Schedule 1.1(a), or has any material business arrangement with, or has any material financial obligations to or is owed any financial obligations from, any Seller or, to the Knowledge of the Sellers, any actual competitor, vendor or licensor of any Seller that is not an Assigned Contract (l) all Liabilities arising out of or relating to any business or property formerly owned or operated by any of the Sellers, any Affiliate or predecessor thereof, but not presently owned and operated by any of the Sellers as of the date hereof; (m) all Liabilities relating to claims, actions, suits, arbitrations, litigation matters, proceedings or investigations (in each case whether involving private parties, Governmental Authorities, or otherwise) involving, against, or affecting any Acquired Asset, the Acquired Businesses, the Sellers, any of their Affiliates or predecessors, or any assets or properties of the Sellers or of any of their predecessors, in each case arising out of the ownership or operation of the Acquired Businesses or any Acquired Asset prior to the Closing; (n) all Liabilities arising under Environmental Laws, other than to the extent arising out of the ownership or operation of the Acquired Businesses or any Acquired Asset from and after the Closing, whether or not yet booked as accounts payable by Sellers as of or prior to the Closing; (o) all accounts payable of the Sellers or of any of their predecessors existing as of or prior to the Closing; (p) all Liabilities outstanding as of and arising after the Closing for any contract which is for delivery of or returns of products previously sold to customers, whether or not an any customer has provided a deposit for the sale except for under any Assigned Contract; (viq) other than in connection with the operation all Liabilities of the Business after the Closing Date, Sellers or of any liabilities or obligations of their predecessors arising out of operations prior any Contract, Permit, or claim that is not transferred to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction ExpensesPurchaser hereunder; and (viiir) any liabilities or obligations arising from product liability claims all Liabilities for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueProfessional Fees Amounts.

Excluded Liabilities. Notwithstanding anything contained herein to Other than the contraryAssumed Liabilities, Buyer shall is not assume, assuming any liability or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) obligation of Seller or the Selling Person of any of its Affiliates nature, whether absolute, accrued, contingent, liquidated or otherwise, and whether due or to become due, asserted or unasserted, known or unknown (other than the liabilities expressly assumed in this Agreement) collectively, “Liabilities”), including, but not limited towithout limitation, the following obligations and liabilities of Seller and its Affiliates those Liabilities set forth below (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”): (a) Liabilities in respect of any of the Excluded Assets; (b) Liabilities, including any Proceeding or other third Person claim, to the extent relating to or arising from the activities or operation of the Business with respect to any period of time (or portion thereof) occurring on or prior to the Closing; (c) Liabilities relating to Indebtedness or intercompany payables of the Seller; (d) Liabilities relating to loans or payables by Seller to the Selling Person or other Liabilities of Seller to the Selling Person; (e) Liabilities of Seller relating to (i) Taxes for any liabilities taxable period, whether before or obligations relating after the Closing Date, except to any the extent accrued for as current Liabilities in the final calculation of Adjusted Net Working Capital and that are not delinquent or former employee or independent contractor of Seller or any of its Affiliates past due; (whether or not such employee is hired by Buyer following the Closingii) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations Taxes arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchasetransactions contemplated by this Agreement; (iii) unpaid Taxes of any other Person as a successor or transferee by contract or under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law); or (iv) payments to any Person under any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or similar agreement with respect to Taxes; (iif) Liabilities related to Seller or the Selling Person’s transaction fees and expenses contemplated in Section 4.2 or otherwise; (g) any Taxesundisclosed Liability; (h) Liabilities incurred other than in the ordinary course of Seller’s business, interest, and penalties consistent with past practice; (i) attributable to the purchased Assets or the Business with respect Liabilities related to any Pre-Closing Period or (ii) imposed on Seller or any of its AffiliatesEmployee Benefit Plans; (iiij) any liabilities or obligations Liabilities related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than premiums for officer’s life insurance policies that are in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations place immediately prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (viik) any Seller Transaction Expenses; and all Liabilities for breach of warranty (viiiwhether covered by insurance or not) any liabilities with respect to services rendered on or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date; (l) Liabilities relating to any current or former Staff Employee, including specifically all losses caused by Temporary Personnel or arising out Billable Staffing Independent Contractor or current or former group of any alleged designStaff Employees, manufactureTemporary Personnel or Billable Staffing Independent Contractors, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior except to the Closing Date, whether the commencement of extent accrued for as current Liabilities in Adjusted Net Working Capital; (m) Liabilities related to any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities Real Property; and (n) any other Liability that are is not an obligation of Seller promptly when dueAssumed Liability.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary set forth herein, under no circumstance shall Buyer shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates Affiliates, assume or be obligated to pay, and none of the Purchased Assets shall be or become liable for or subject to any of the Excluded Liabilities, including the following, which shall be and remain Liabilities of the applicable Seller: (a) All accrued Liabilities other than those included in the liabilities expressly assumed Assumed Liabilities; (b) Liabilities for income or other Taxes in this Agreementrespect of periods ending prior to the Closing Date or resulting from the consummation of the transactions contemplated herein; (c) including, but not limited to, the following obligations Liabilities of related to any Excluded Assets; (d) Liabilities of arising from any and liabilities all Indebtedness of Seller and its Affiliates Sellers; (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): e) Liabilities of (i) resulting from any liabilities breach or obligations default under any contract occurring prior to the Closing Date (including any Liability resulting from the continuation of such breach or default from and after the Closing Date), or (ii) arising under any contract not assumed by Buyer; (f) Liabilities of arising out of or in connection with claims, litigation or proceedings (whether instituted prior to or after Closing) relating to one or more of the Sellers prior to the Closing Date; (g) Except as imposed by Legal Requirements (i) directly on Buyer as the transferee, or (ii) directly on any current or former employee or independent contractor such Employee Benefit Plan (in either event, only as of Seller the Closing Date), of all Employee Benefit Plans currently maintained by TelWorx, (Buyer is not assuming any Employee Benefit Plans currently maintained by TowerWorx), Liabilities to employees of the Sellers, any Employee Benefit Plan, Other Plan, the Internal Revenue Service, or any of its Affiliates other Applicable Authority, arising from or relating to periods prior to Closing (whether or not such employee is hired triggered by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor transactions contemplated by this Agreement, including any liabilities or obligations Liabilities arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, under any Employee Benefit Plan or Other Plan maintained by the Sellers or any entitlements ERISA Affiliate prior to Closing, any EEOC claim, unfair labor practice, and wage and hour practice, and Liabilities arising under the WARN Act, as a result of acts or in connection with the consummation omissions of one or more of the PurchaseSellers’ prior to Closing; (iih) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations Liabilities arising out of or relating to indebtedness of Seller resulting from Sellers’ compliance or non-compliance with any Legal Requirements or any order of its Affiliates;any Applicable Authority (including, without limitation, fines and penalties); and (vi) any liabilities Liabilities related to or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after or ownership of the Closing Date, any liabilities or obligations arising out of operations Purchased Assets prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due.

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Buyer shall not assume, or cause to be assumed, assume or be deemed obligated to have assumed pay, perform or caused to have assumed otherwise discharge any liability or be liable obligation of Seller, direct or responsible for any liabilities or obligations (whether indirect, known or unknown, fixed, absolute, matured, unmatured, accrued absolute or contingent, now existing not expressly assumed by Buyer pursuant to the Assumption Agreement or arising after otherwise expressly set forth in this Agreement (all such liabilities and obligations not being assumed being herein called the date hereof"EXCLUDED LIABILITIES") and, notwithstanding anything to the contrary in SECTION 2.3, none of the following shall be "Assumed Liabilities" for purposes of this Agreement: (a) Any liabilities of Seller in respect of Taxes for which Seller is liable pursuant to SECTION 8.1; (b) Any costs and expenses incurred by Seller incident to its negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein; (c) Any liabilities or obligations in respect of any Excluded Assets; (d) All liabilities in respect of its Affiliates the claims or proceedings described in SCHEDULE 5.10; (other than e) Except as set forth in SECTION 8.5(b), all liabilities and obligations arising from or in connection with product liability claims or recall liability relating to any products manufactured by the Business prior to the Closing Date; (f) All liabilities expressly assumed and obligations arising in this Agreement) connection with, or in any way related to, the employment or termination of employment by Seller at any time of the current or former officers, directors, employees and consultants of Seller, including, but not limited to, the following any and all liabilities and obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (iincluding Taxes) arising under or in any liabilities or obligations relating way related to any current employee benefit plan, program, policy, agreement, understanding or former employee arrangement of any kind whatsoever, any collective bargaining agreement, or independent contractor any other agreement, understanding or arrangement of any kind with or for the benefit of any such person (including, without limitation, any employment, consulting, compensation, deferred compensation or severance agreement or arrangement, and any agreement or arrangement associated with a change in control or sale of Seller or any of its Affiliates assets thereof); (whether or not such employee is hired by Buyer following the Closingg) All liabilities and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation ownership of the Purchase; (ii) any Taxes, interest, Purchased Assets and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether except as provided in SECTION 2.3; (h) All liabilities and obligations pursuant to (i) the commencement Settlement Agreement and Releases dated as of any related litigationNovember 24, arbitration1997 between Wurlitzer and Parent and (ii) except as set forth in Section 2.3(e) hereof, investigationthe Sales and Licensing Agreement; (i) All liabilities and obligations relating to the Leased Premises; and (j) All liabilities and obligations relating to the purchase orders listed or required to be listed on SCHEDULE 5.14, proceeding or claim occurs before or after including the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duecancellation thereof.

Excluded Liabilities. Notwithstanding anything contained herein to Except for the contraryAssumed Liabilities, Buyer it is expressly agreed that the Purchaser shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or assume and shall not be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) Liability of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):). Without limiting the foregoing, Seller shall retain and be responsible for, and the Purchaser shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to: (ia) any liabilities Any assets, properties or obligations relating to any current or former employee or independent contractor Contracts, including leases of Seller or any of its Affiliates (whether or real property, that are not such employee is hired by Buyer following included in the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Purchased Assets; (ivb) Any breaches of any liabilities Seller Contract on or obligations arising out of or relating prior to indebtedness of Seller the Closing Date or any of its Affiliates; (v) payments or amounts due under any liabilities Seller Contract on or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (viic) any Seller Transaction Expenses; andTaxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business for the Pre-Closing Period, with the exception of the portion of Transfer Taxes allocable to the Purchaser pursuant to Section 2.3; (viiid) any liabilities Any loans, other indebtedness, or obligations accounts payable of Seller, except to the extent arising from product liability claims for which events or occurrences after the injury Closing Date in connection with or loss giving rise thereto (not just relating to the delivery Purchaser’s ownership of the notice Purchased Assets and operation or conduct of such claimsthe Business; (e) occurs Any Proceeding, charge, complaint, claim or demand initiated at any time, to the extent related to any action or omission by Seller on or prior to the Closing Date, including specifically all any Liability for (i) infringement or misappropriation of the Intellectual Property Rights of any Person; (ii) injury, death, property damage or losses caused by the Purchased Assets; or (iii) violations of any Legal Requirements; (f) Any Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other Employee matter; (g) Payments to Employees or for payroll taxes, including severance obligations accruing or arising on or prior to the Closing Date with respect to the Employees who become employees of the Purchaser; (h) The performance of this Agreement by Seller and the consummation of the Transaction by Seller; (i) Any violation of Environmental Law or any Release of Hazardous Substances arising out of any alleged designfacts, manufacture, assembly, installation, use circumstances or sale of any products manufactured by the Factory conditions existing on or the Business prior to the Closing DateDate in connection with the Business as conducted by Seller or the Purchased Assets; (j) Any costs or expenses incurred in shutting down and removing equipment not acquired by the Purchaser; (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, whether preparation or delivery of materials or information requested by the commencement Purchaser, and the consummation of any related litigationthe Transaction, arbitrationincluding all broker, investigationcounsel and accounting fees (but excluding the portion of Transfer Taxes allocable to the Purchaser pursuant to Section 2.3); (l) Any Liability for credit balances, proceeding credit memos and all other amounts due to vendors, suppliers, dealers, distributors and customers, except to the extent arising from events or claim occurs before or occurrences after the Closing Date Seller shall satisfy all in connection with or relating to the Purchaser’s ownership of the Purchased Assets and operation or conduct of the Business; and (m) Any Liability arising from or relating to the Excluded Liabilities that are an obligation of Seller promptly when dueAssets.

Excluded Liabilities. Notwithstanding anything contained herein in Section 2.03 above and notwithstanding anything to the contrarycontrary contained in this Agreement, Buyer shall not assumeassume any Liabilities of Seller other than Assumed Liabilities (“Excluded Liabilities”). Excluded Liabilities shall include, without limitation, the following: (a) all Liabilities, whether absolute, accrued, contingent or cause otherwise, for Taxes (i) relating to be assumedSeller or, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities taxable period (or obligations any portion thereof) ending on or prior to the Closing Date, any aspect of the Business or operations or (whether known ii) resulting from the transactions contemplated by this Agreement; (b) all Liabilities of any kind existing as of the Closing Date of a nature properly characterized under the Accounting Principles as an inter-company liability or unknown, fixed, absolute, matured, unmatured, accrued otherwise owed or contingent, now existing or arising after owing by the date hereof) of Business to Seller or any of its respective Affiliates; (c) all Liabilities relating to current or former employees, managers, directors, agents, consultants or other independent contractors of Seller or ERISA Affiliates, whether or not such Persons are or are otherwise employed by or perform other services for Buyer or its respective Affiliates after the Closing, relating to services performed, benefits accrued or claims accrued or incurred on, prior to or after the Closing, including, without limitation all severance, bonus, damages for wrongful dismissal, paid-time-off, accrued vacation, and other post-termination payments, but excluding Liabilities relating to Transferred Business Employees for services performed for Buyer after the Closing (other than Liabilities for which Seller is responsible under the liabilities expressly assumed HRS Agreement); (d) except for Current Liabilities taken into account in this Agreement) calculating the Closing Working Capital hereunder, all Liabilities relating to or arising under each Benefit Arrangement at any time before, on or after the Closing Date, including, but not limited to, any liability or obligation (i) under or for any employment agreement, offer letter or similar arrangement, compensation, bonus, retention, change of control, commission or fee sharing arrangement, stock option, incentive, deferred compensation, accrued payroll, accrued vacation pay, sick leave, severance, worker’s compensation, unemployment compensation, employee welfare or retirement benefits, and (ii) for the following obligations and liabilities provision of healthcare continuation coverage under COBRA or any other Law to current or former employees of Seller and its or ERISA Affiliates (or beneficiary thereof); (e) all Liabilities directly or indirectly based upon, arising out of, resulting from or relating to any act, omission, event, condition or circumstance occurring or existing, in connection with any aspect of the Business or the Purchased Assets or otherwise, as of or prior to the consummation of the Closing and that (i) were not incurred in the Ordinary Course of Business or (ii) relate to, or are the subject of, any inaccuracy in any representation or breach of any warranty made by Seller in this Agreement or any Seller Document; (f) all Liabilities arising out of any Legal Proceeding, inquiry, claim, Order or investigation by or before any Governmental Authority arising out of events, transactions, facts, circumstances, acts or omissions which, to Seller’s knowledge, occurred or existed or was commenced prior to or on the Closing Date; (g) all Liabilities arising out of (i) any Contract with Seller, other than an Assumed Contract or (ii) any Assumed Contract to the extent that such obligations Liabilities are based upon, arise out of, result from or relate to, Seller’s breach of, or non-compliance with, any provision of an Assumed Contract; (h) all Liabilities that Seller may have with respect to the negotiation, preparation and liabilities not assumed hereunder, execution of this Agreement and the “Excluded Liabilities”):consummation of the transactions contemplated hereby; (i) any liabilities or obligations all Liabilities relating to the infringement, violation or an unauthorized use or misappropriation of any current or former employee or independent contractor Intellectual Property of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations third party arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations events occurring prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viiij) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or Liabilities arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueRetained Assets.

Excluded Liabilities. Notwithstanding anything contained herein The Purchaser expressly does not, and shall not, assume, be deemed to the contrary, Buyer shall not assume, or cause be obligated to be assumedpay, perform or be deemed to have assumed or caused to have assumed or be liable or responsible for otherwise discharge any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after Liabilities of the date hereof) of Seller or any of its Affiliates (Company other than the liabilities expressly assumed Assumed Liabilities which shall be set forth on the Closing Balance Sheet, including any Liability arising from, in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates connection with or incident to (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (iA) any liabilities or obligations relating to Liability of the BPS Division, (B) any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired Transactional Expenses paid by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to the Company or the Company Parent, including those set forth in Section 13.10 hereof, (C) any employee-related matterincome Tax Liability of the Company or any former shareholder of the Company, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option (D) any Tax Liability of or purchase plan, employment contract, consulting contractincurred by the Company, any Employee Benefit Plan Related Person or Third Party, or the Assets which has as its basis any entitlements event, act, occurrence or omission on or before the Closing Date unless related to the IM Division and reflected on the Closing Balance Sheet, (E) any Taxes, fees or penalties as described in Section 11.7(a) of this Agreement, (F) any Liability arising as a result of from, incident to or in connection with the consummation an Excluded Asset, (G) any Liability owed to any Related Person or Affiliate of the Purchase; Company, whether or not arising in the Ordinary Course of Business, except for the amounts owed for goods or services to Sopheon GmbH (iiwhich amounts shall for all purposes be considered to be incurred in the Ordinary Course of Business) which shall be reflected by the Auditor on the Closing Balance Sheet, (H) any Taxesbreach, interestdefaults, and penalties (i) attributable to the purchased Assets or the Business with respect to violations of Applicable Law which has as its basis any Pre-Closing Period event, act, occurrence or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations omission prior to the Closing DateDate or non-current amounts owing under the Operating Contracts, (I) other than salary, wages, vacation, personal time off and /or relating the associated employment related Taxes thereto which shall be set forth on the Closing Balance Sheet, claims by current or former employees of the Company which arise prior to any real property ownedthe Closing, leased, occupied or controlled by Seller; (viiJ) any Seller Transaction Expenses; and (viii) Proceeding having as its basis any liabilities event, act, occurrence or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs omission prior to the Closing DateDate and which is not disclosed in SCHEDULE 3.7 of this Agreement, (K) any Liability for any Benefit Plan contribution, including specifically all losses caused by or arising out of any alleged design401(k) matching contributions, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior (L) bonus payments due to the Company employees of the IM Division, and (M) final salary and wage payments, and associated withholdings and Tax obligations to and through the date of Closing Date(collectively, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due"EXCLUDED LIABILITIES").

Excluded Liabilities. Notwithstanding anything contained herein to Except for the contraryAssumed Liabilities, Buyer shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible obligated for any liabilities of Seller’s and/or Shareholder’s past, present or obligations (future Liabilities and nothing in this Agreement shall be construed in any manner to constitute an assumption by Buyer of any such Liability of Seller and/or Shareholder. Except for the Assumed Liabilities, Seller and Shareholder shall retain and pay and perform when due all of its Liabilities, secured or unsecured, whether known or unknown, fixedasserted or unasserted, absolute, maturedaccrued, unmaturedcontingent or otherwise, accrued and whether due or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates to become due (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):). Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following Liabilities, but notwithstanding anything in the following to the contrary, specifically do not include any Mutual Contracts Liabilities: (a) all Liabilities of Seller, Shareholder, and/or any of their respective Affiliates (i) under any liabilities pension, profit sharing, savings, retirement, health, medical, life, disability, dental, accrued personal time off (PTO), deferred compensation, stock option, bonus, incentive, retention, golden parachute, severance pay, group insurance or obligations relating other similar Employee Benefit Plans or arrangements, or under any policies, handbooks, or custom or practice, collective bargaining agreement, or any employment agreements, whether express or implied, applicable to any current of Seller’s and/or Shareholder’s employees at any time through the Closing, and any assessments, fines, penalties or former monetary damages arising out of the operation of such plans, agreements, policies or other arrangements; (ii) for any other compensation or benefits, payable or in the future to be payable to any past or present employee or independent contractor of Seller or any of its Affiliates and/or Shareholder; and (whether or not such iii) employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities classification; provided, however, , Buyer would be liable for the severance payment as set forth on Schedule 2.11(a) to the extent such obligation is triggered by Buyer’s actions (the “Double Trigger Severance Obligation”); (b) all other Liabilities with respect to or obligations arising out of or relating to employment of any employee-related matteremployees by Seller, employee-related payment obligationShareholder, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets and/or their respective Affiliates or the Business with respect to any Pre-Closing Period termination of such employees by Seller, Shareholder, and/or their Affiliates whether prior to, on or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date; provided, however, Buyer shall be solely liable for any liabilities or obligations Double Trigger Severance Obligation; (c) all Liabilities arising out of operations prior claims alleging damage to the Closing Dateenvironment or violation of Environmental, Health and /or relating Safety Laws with respect to the conduct of the Business or the use, occupation, ownership or operation by Seller, any of Seller’s predecessors, and/or any of its or their Affiliates of real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically any Liabilities under any Environmental, Health and Safety Laws; (d) all losses caused by or Liabilities of Seller and/or Shareholder arising out of any alleged designAction pending or threatened in writing as of the Closing Date, manufactureincluding without limitation, assembly▇▇▇▇▇ Quivsky v. Intevac, installationInc., use Intevac Photonics, Inc., and Does 1-100, Case No.: 20CV368343, Superior Court of the State of California for the County of Santa ▇▇▇▇▇; (e) all Liabilities of Seller in respect of the borrowing of money or sale issuance of any products manufactured by note, bond, indenture, loan, credit agreement or other evidence of indebtedness, whether or not disclosed in this Agreement or otherwise; (f) all Liabilities for (i) Taxes of Seller, Shareholder, and/or any of their respective Affiliates or relating to the Factory Business, the Purchased Assets or the Business Assumed Liabilities for any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date as determined pursuant to Section 2.9(b); or (ii) other Taxes of Seller, Shareholder, and/or any of their respective Affiliates of any kind or description (including any Liability for Taxes of Seller, Shareholder, and/or any of their respective Affiliates 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); (g) all Liabilities not occurring in the ordinary course of business in respect of returns, recalls, retrofits, and warranty claims for products designed, manufactured, assembled, sold or delivered, or services provided by Seller or any of Seller’s predecessors prior to the Closing Date; (h) all Liabilities arising out of, whether in respect of or in connection with the commencement failure by Seller, Shareholder, and/or any of their respective Affiliates to comply with any related litigationLaws; and (i) all Liabilities of Seller, arbitrationShareholder, investigationand/or any of their respective Affiliates arising out of, proceeding under or claim occurs before or after in connection with any of the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueAssets.

Excluded Liabilities. (a) Notwithstanding anything contained herein to any other provision of this Agreement, the contrary, Buyer Parties shall not assume, or cause to otherwise be assumedresponsible for, any Liabilities of the Seller Parties, other than the Assumed Liabilities expressly assumed by Buyer or one of its Affiliates specified in Section 2.2, whether liquidated or unliquidated, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixedand whether arising out of occurrences prior to, absolute, matured, unmatured, accrued at or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates hereof (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):), which Excluded Liabilities include the following: (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is the affected Persons are hired by Buyer following or one of its Affiliates, all Liabilities whatsoever (whether arising under Regulation or Contract) to or in respect of any present or former officers, directors, general partners, limited partners, managers, members, employees, consultants or Affiliates of any Seller Party, including all Liabilities in connection with (A) any employment, severance, retention, termination, change-in-control or similar contract, agreement or arrangement, whether oral, written or implied, between any Seller Party and any Person or the Closingtermination by any Seller Party of the employment of any Person, (B) 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 have been asserted prior to the Closing against any Seller Party or is based on acts or omissions of any Seller Party which occurred prior to the Closing and labor matters relating (C) any salaries, wages, vacation or sick pay, other paid time off, severance pay, termination pay, retention pay, “golden parachute” or other similar payments, overtime, bonuses (including retention, “stay-put”, change-in-control or similar bonuses), other incentive compensation, commissions, expense reimbursement, or any stock option, equity or equity-based compensation or any other compensation that was earned, accrued, or relates to any such current period prior to the Closing with respect to any present or former employee officers, directors, general partners, limited partners, managers, members, employees or independent contractor including consultants of any liabilities Seller Party (other than the Accrued Employee Vacation Pay which is expressly an Assumed Liability pursuant to Section 2.2(a)), or obligations arising out of or relating to that becomes payable by any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising Seller Party as a result of or in connection with the consummation of the PurchaseClosing; (ii) all Liabilities under or relating to all Employee Plans at any Taxestime maintained, interestcontributed to or required to be contributed to by any Seller Party or any ERISA Affiliate, and penalties or under which any Seller Party or any ERISA Affiliate has or may incur Liability (i) attributable other than the Accrued Employee Vacation Pay which is expressly an Assumed Liability pursuant to the purchased Assets Section 2.2(a)), or the Business any contributions, benefits or Liabilities therefor, or any Liability with respect to any Pre-Closing Period or (ii) imposed on Seller Party’s or any ERISA Affiliate’s withdrawal or partial withdrawal from or termination of its Affiliatesany Employee Plan; (iii) any liabilities all Liabilities arising out of or obligations related to the Excluded Assets, including the Excluded Contracts (to the extent not otherwise covered in clauses (i) and (ii) of this Section 2.3(a)), and all Liabilities arising out of or related to any other Contract to which any Seller Party is a Party that is not expressly an Assumed Contract; (iv) all Liabilities of any liabilities Seller Party for Income Taxes, whether or obligations arising out of or not relating to indebtedness of Seller the Business and whether or any of its Affiliatesnot incurred prior to the Closing; (v) any liabilities or obligations arising out of or all Liabilities for Taxes, other than Income Taxes, relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after for the Closing Date, any liabilities periods or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs portions thereof ending prior to the Closing Date, including specifically all losses caused by any such Taxes which are not due or arising out of any alleged design, manufacture, assembly, installation, use assessed until after the Closing Date but which relate to the periods or sale of any products manufactured by the Factory or the Business portions thereof ending prior to the Closing DateDate (other than for certain Transfer Taxes as provided in Section 2.7 below); (vi) all Liabilities arising from any injury to or death of any Person or damage to or destruction of any property, whether the commencement based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products designed, manufactured, assembled, sold, distributed, delivered, installed or repaired, or from services performed, by or on behalf of any Seller Party or any other Person prior to the Closing; (vii) all Liabilities of any Seller Party arising out of or related litigation, arbitration, investigation, proceeding to any Action against or claim occurs before involving any Seller Party or after any Action which adversely affects the Assets and which shall have been asserted prior to the Closing Date or to the extent the basis of which shall have arisen prior to the Closing; (viii) all Liabilities of any Seller shall satisfy Party resulting from entering into, performing its or his obligations pursuant to or consummating the transactions contemplated by, this Agreement (including all Excluded Liabilities of the Seller Parties pursuant to Section 9.4 hereof) and the Ancillary Agreements; (ix) all Liabilities of any Seller Party related to or arising from the ownership or operation of the Business by the Seller Parties or the ownership, use or operation of the Assets by the Seller Parties at any time prior to the Closing; (x) all Liabilities of any Seller Party for any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing and which constitutes, or which by the lapse of time or delivery of notice (or both) would constitute, a breach or default under any Assumed Contract, Lease or Permit or a violation of the requirements of any governmental authority or agency or of the rights of any Person; (xi) all Liabilities of any Seller Party relating to the following: (a) indebtedness for borrowed money, including Liabilities evidenced by promissory notes, loans, credit facilities, indentures, letters of credit, guarantees, or other similar instruments relating to an obligation to pay money, between any Seller Party, on the one hand, and any other Person (including any Representative of any Seller Party), on the other hand, including the Seller’s Revolving Demand Note and the Seller’s Term Note, or between Seller Parties, (b) obligations to pay the deferred purchase price of property or services, except for trade accounts payable that are an obligation specifically Assumed Liabilities under Section 2.2(a), (c) obligations as lessee under capitalized leases, (d) indebtedness created or arising under any conditional sale or other title retention agreement with respect to acquired property, (e) guarantees of the obligations of any other Person and (f) guarantees of any of the foregoing; (xii) all Environmental Liabilities of any Seller promptly when dueParty, including (a) all existing Environmental Liabilities, (b) all Environmental Liabilities arising from acts, omissions, events or occurrences which occurred prior to the Closing and (c) all Environmental Liabilities arising out of or relating to the ownership of the Assets, the operation of the Business, the transportation or disposal of Hazardous Materials, or the leasing or operation of any Leased Real Property prior to the Closing; and (xiii) all Liabilities of any Seller Party to another Seller Party or to any of their respective Affiliates. (b) Except as expressly set forth in Section 2.2 above, the Parties agree that the Buyer Parties shall not be the successor to the Seller Parties. The Seller Parties shall remain responsible for, and shall retain, pay, perform and discharge, the Excluded Liabilities.

Excluded Liabilities. Notwithstanding anything contained herein any provision in this Agreement or any other writing to the contrary, neither Buyer shall not assume, nor any of its Subsidiaries is assuming any liability or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) obligation of Seller or any of its Affiliates Subsidiaries (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, other than the Assumed Liabilities. All such liabilities expressly assumed in this Agreement) including, but not limited to, the following and obligations shall be retained by and remain liabilities and obligations and liabilities of Seller (all such liabilities and its Affiliates (such obligations and liabilities not assumed hereunder, being herein referred to as the “Excluded Liabilities”):). Notwithstanding any provision in this Agreement or any other writing to the contrary, Excluded Liabilities include: (ia) any accounts payable and accrued liabilities of Seller; (b) any liabilities or obligations arising out of the Real Property at any time, including liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, product liability, merchantability and other claims relating to such products; (c) any current liability or former employee obligation of Seller, any Subsidiary of Seller, or independent contractor any member of any consolidated, affiliated, combined or unitary group of which Seller or any Subsidiary of its Affiliates Seller is or has been a member, for Taxes (whether or not such employee is hired by Buyer following including for the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out avoidance of or relating to any employee-related matterdoubt, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contractTaxes of Seller, any Employee Benefit Plan Subsidiary of Seller, or any entitlements arising member of any consolidated, affiliated, combined or unitary group of which Seller or any Subsidiary of Seller is or has been a member, that are imposed on Buyer as a result of successor or in connection with the consummation of the Purchasetransferee liability); (iid) Apportioned Tax Obligations and Transfer Taxes expressly allocated to Seller under Section 9.01 and any Taxes, interest, and penalties (i) attributable other Taxes imposed on the Business or the Purchased Assets or payable by Stonegate or UC Ventures that relate to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its AffiliatesTax Period; (iiie) any liabilities or obligations related except to the Excluded Assets; (iv) extent provided in Section 10.02, any liabilities liability or obligations arising out of or obligation relating to indebtedness of Seller employee benefits or any of its Affiliates; (v) any liabilities compensation arrangements existing on or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by any liability or obligation under any of Seller’s employee benefit agreements, plans or other arrangements listed on Section 10.01 of the Seller Disclosure Schedule; (f) any Indebtedness of Seller or any of its Subsidiaries; (g) any Environmental Liability; (h) any liabilities in respect of any action, pending or threatened, and claims, whether or not presently asserted, at any time arising out of any alleged designor primarily relating to the ownership, manufacture, assembly, installation, use operation or sale conduct of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of Closing; (i) any related litigation, arbitration, investigation, proceeding Acquisition Expenses; (j) any Change in Control Payments; and (k) any liability or claim occurs before or after the Closing Date Seller shall satisfy all obligation relating to an Excluded Liabilities that are an obligation of Seller promptly when dueAsset.

Excluded Liabilities. Notwithstanding anything contained herein any other provision of this Agreement to the contrary, Buyer shall Badcer is assuming only the Assumed Liabilities and is not assumeassuming any other liability, indebtedness, payable, claim against or cause obligation of the Debtors, whether presently in existence or arising hereafter, whether or not arising out of or relating to be assumedthe conduct of the Debtors’ businesses or associated with or arising from any of the Foreclosed Collateral or any other rights, properties or be deemed to have assumed assets used in or caused to have assumed associated with the Debtors’ businesses at any time, and whether legal or be liable equitable, matured, fixed or responsible for any liabilities or obligations (whether contingent, known or unknown, fixedforeseen or unforeseen, absoluteordinary or extraordinary, maturedpatent or latent, unmatured, accrued whether such liabilities or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed obligations are disclosed in this Agreement) including, but not limited to, to the extent that such liabilities arise from the following (all such liabilities and obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not being assumed hereunder, being herein referred to as the “Excluded Liabilities”): (a) all liabilities and accrued costs and expenses arising from or related to the operation of the Debtors’ businesses or the operation or condition of the Foreclosed Collateral prior to the Effective Date; (b) all employee related liabilities and obligations of the Debtors arising from or related to the operation of the Debtors’ businesses or the operation or condition of the Foreclosed Collateral prior to the Effective Date; (c) all claims, liabilities and obligations related to the business of the Debtor’s arising prior to the Effective Date; (d) all federal, state, local or foreign taxes of the Debtors arising from or related to any activity conducted prior to the Effective Date; (e) all liabilities arising from or related to any action, arbitration, audit, hearing, administrative proceeding, investigation, suit, litigation or other proceeding (whether civil, criminal, administrative, investigative, or informal and whether pending or threatened or having any other status) against any of the Debtors or any of their Affiliates, pending or threatened, or with respect to any fact, action, omission, circumstance or condition existing or accruing prior to the Effective Date; (f) all liabilities of the Debtors arising in connection with any violation of any applicable law or order relating to the period prior to the Effective Date; (g) all liabilities of the Debtors in respect of indebtedness arising prior to the Effective Date; (h) all warranty or product liability obligations of the Debtors arising from or related to the operation of the Debtors’ businesses or the operation or condition of the Foreclosed Collateral prior to the Effective Date; (i) any liabilities employment-related grievance, personal injury claim or obligations relating to other claim of any former or current or former employee or employee, officer, agent, consultant, independent contractor or subcontractor of Seller or the Debtors sustained during any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of period or in connection with an event occurring on or prior to the consummation of the PurchaseEffective Date, including workers’ compensation claims; (iij) any Taxesunpaid fees, interest, expenses and penalties (i) attributable to other similar amounts in connection with or arising from the purchased Assets or provision of services on behalf of the Business Debtors in connection with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliatesthis Agreement and the Transactions; (iiik) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction ExpensesC-Bond MCA Responsibility; and (viiil) any all liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueC-Bond under this Agreement.

Excluded Liabilities. Notwithstanding anything contained herein to the contraryany other provision of this Agreement, Buyer GI shall not and does not assume, agree to pay, perform or cause to be assumeddischarge, or be deemed to otherwise have assumed any liability or caused to have assumed or be liable or responsible responsibility for any liability or obligation of TCI or its Affiliates not included in the Assumed Liabilities, regardless of whether such liability or obligation is fixed or contingent, asserted or unasserted, and whether arising prior to, on or after the Closing Date (collectively, the "EXCLUDED LIABILITIES"). Without limiting the generality of the foregoing, the Excluded Liabilities shall include: (a) All liabilities arising out of or relating to the Excluded Assets; (b) All liabilities for Taxes imposed with respect to the taxable periods, or portions thereof, ending on or before the Closing Date; (c) All indebtedness for money borrowed; (d) All liabilities or obligations (whether known arising from any Litigation, investigation or unknown, fixed, absolute, matured, unmatured, accrued other proceeding pending or contingent, now existing threatened in respect of TCI or arising after the date hereof) of Seller its business or any of its Affiliates Affiliates, directors or officers; (other than e) All liabilities or obligations of TCI or any TCI Benefit Plan with respect to any of TCI's current or former employees, directors, consultants or advisors whether arising prior to, on or after the liabilities expressly assumed in this Agreement) Closing Date, including, but not limited to, the following (A) liabilities and obligations under any TCI Benefit Plan, (B) liabilities and obligations in respect of any payroll Taxes, (C) liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) arising from any liabilities or obligations relating to any current or former employee or independent contractor employment related Litigation, (D) liabilities and obligations in respect of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salaryagreement to which TCI is or was a party and (E) liabilities and obligations in respect of any severance, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan vacation pay agreements or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expensesarrangements; and (viiif) any All liabilities or obligations arising from product liability claims for which relating to the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs Transferred Assets that arose prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueClosing.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement, Buyer and regardless of whether such liability is disclosed in this Agreement or on any schedule or exhibit hereto or thereto, the Purchaser shall not assume, agree to pay, perform or cause to discharge or in any way be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any Excluded Liabilities. As used herein, the term "Excluded Liabilities" means any and all debts, liabilities or obligations of the Company, of any kind or nature whatsoever other than the Assumed Liabilities (whether due or to become due, fixed or unfixed, ▇▇▇▇▇▇ or inchoate, secured or unsecured, absolute or contingent, direct or indirect, asserted or unasserted, known or unknown, fixedand regardless of whether such debts, absolute, matured, unmatured, accrued liabilities or contingent, now existing obligations relate to the Business or arising after the date hereof) of Seller or any of its Affiliates (other than Assets). Unless such items are otherwise specifically included in the liabilities expressly assumed in this Agreement) including, but not limited toAssumed Liabilities, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunderExcluded Liabilities shall include, the “Excluded Liabilities”): without limitation, (i) any liabilities or obligations relating whatsoever relating, directly or indirectly, to any Excluded Assets, including without limitation, any trade creditors, payroll or payroll tax liabilities, payments due to any current or former employee of the Company for amounts due under any Benefit Plan, bonus plan or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating incentive arrangement, income tax liabilities, severance liabilities to any such current or former employee employees of the Company, or independent contractor including liabilities with respect to any liabilities vacation pay or obligations 401(a) contribution of such employees, (ii) any environmental or product liability claims arising out of or relating to any employee-related matterthe past, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option present or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation future operations of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets Company or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation contamination of the Business after the Closing Date, any liabilities or obligations arising out of operations Real Property that occurred prior to the Closing Date, and /or (iii) any contractual obligations or liabilities relating to any real property ownedexisting facilities used in connection with the Business or the Assets, leased(iv) any liability of the Company for Taxes, occupied costs and expenses incurred in connection with this Agreement, (v) the liability of the Company under any "bulk sales" or controlled by Seller; similar law or statute relating to the transfer of the Assets hereunder, (vi) any liability for Taxes (A) imposed on the Company or ▇▇▇▇▇▇ at any time, or (B) attributable to the operation of the Business, with respect to any period (or a portion thereof) ending on or prior to the Effective Date, and (vii) any Seller Transaction Expenses; and (viiithe items listed on SECTION 1.2(b) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueOF THE DISCLOSURE SCHEDULE.

Excluded Liabilities. Notwithstanding anything contained herein to Other than the contraryAssumed Liabilities, Buyer shall not assumeassume no obligation or liability of the Selling Parties of any type whatsoever, direct or cause to be assumedcontingent, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixedwhether by operation of law or otherwise. Except for the Assumed Liabilities, absoluteBuyer expressly disclaims the assumption of, maturedand expressly shall not assume or become liable for any liability of any type whatsoever of the Selling Parties or in connection with any of the Selling Parties’ assets or business operations, unmaturedincluding without limitation any liability or obligation (contingent or otherwise) of the Selling Parties (A) to the extent based on or caused by any act, omission or event occurring, or any condition or circumstance existing, on or prior to the Closing Date with respect to the Purchased Assets or the Business (or prior to, on or after the Closing Date with respect to the Excluded Assets or any other assets, business or operations of the Selling Parties or their predecessors) whether asserted on, prior to or after the Closing Date, including any environmental liabilities for existing conditions or past practices or releases by the Selling Parties or others, (B) with respect to any employee of the Selling Parties or any other Affiliate of Seller, including any obligations for salaries, wages, bonuses, incentives, “transition,” “stay” or “performance bonuses” in connection with this transaction, accrued vacation, sick pay or contingenttime off, now existing other benefits, withholdings or employment taxes, or severance obligations associated with an employee not hired by Buyer, (C) any federal, state or local income, franchise, ad valorum or property taxes of the Selling Parties, (D) any Selling Party related transaction expenses, (E) any funded indebtedness of the Selling Parties from banks or institutions or obligations for capital leases, (F) arising from or in any way relating to the operations of NJS or JTT and (G) any Environmental, Health and Safety Liabilities arising prior to closing, even if addressed by Buyer after the date hereof) Closing through Buyer’s performance of Seller or any of its Affiliates (other than the Required Remedial Environmental Compliance Activities. The foregoing liabilities expressly and obligations not to be assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, by Buyer are referred to herein collectively as the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due.

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Buyer Purchaser shall not assume, or cause to be assumed, assume or be deemed obligated to have assumed pay, perform or caused to have assumed otherwise discharge the following liabilities or be liable obligations (the "Excluded Liabilities"): (a) Any liabilities or responsible for obligations of TNMP or Seller in respect of the Excluded Assets, the Retained Assets or other assets of TNMP or Seller which are not part of the Assets. (b) Except as provided in Section 5.6 "Taxes, Prorations and Closing Costs," any liabilities or obligations in respect of Taxes attributable to the use, ownership, operation or maintenance of the Assets for taxable periods, or portions thereof, ending on or before the Closing Date. (whether known c) Any liabilities or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) obligations of Seller or TNMP accruing under any of its the Assigned Contracts prior to the Closing Date. (d) Any and all asserted or unasserted liabilities or obligations to Third Parties (including Seller's Employees) or Affiliates of Seller or TNMP for personal injury or tort or under contract, or similar causes of action arising out of the use, ownership, operation or maintenance of the Assets by Seller or TNMP or their respective Affiliates prior to the Closing Date. (other than e) Any fines, penalties or costs imposed by a Governmental Authority resulting from (i) an investigation, proceeding, request for information or inspection before or by a Governmental Authority regarding acts of Seller, TNMP or their respective Affiliates which occurred prior to the liabilities expressly assumed in this AgreementClosing Date, or (ii) includingillegal acts, willful misconduct or gross negligence of Seller, TNMP or their respective Affiliates. (f) Any payment obligations of Seller, TNMP or their respective Affiliates for goods purchased or delivered, or services rendered prior to the Closing Date, including but not limited to, rental payments payable by Seller, TNMP or their respective Affiliates pursuant to the following obligations and liabilities leases of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):real property or personal property. (ig) any liabilities Any liability, obligation or obligations relating responsibility under or related to any current Environmental Laws or former employee the common law, whether such liability or independent contractor of Seller obligation or any of its Affiliates (whether responsibility is known or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current unknown, contingent or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matteraccrued, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with loss of life, injury to persons or property or damage to natural resources (whether or not such loss, injury or damage arose or was made manifest before the consummation Closing Date or arises or becomes manifest on or after the Closing Date) caused by the off-Site disposal, storage, transportation, discharge, Release, or recycling of Hazardous Materials, or the Purchase; (ii) any Taxesarrangement for such activities by Seller, interestTNMP or their respective Affiliates, and penalties (i) attributable of Hazardous Materials, prior to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than Date, in connection with the use, ownership, operation or maintenance of the Business Assets by Seller, TNMP or their respective Affiliates. (h) 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, as a result of the Remediation done by or on behalf of Seller, TNMP or their respective Affiliates in respect of Pre-Closing Environmental Conditions and Seller-Caused Environmental Conditions (whether or not such Remediation commenced before the Closing Date or commences on or after the Closing Date) of Hazardous Materials that are disposed, stored, transported, discharged, Released, recycled, or the arrangement of such activities by Seller, TNMP or their respective Affiliates prior to the Closing Date, in connection with the use, ownership, operation or maintenance of the Assets by Seller, TNMP or their respective Affiliates, at any off-Site location. (i) Third Party liability for or Third Party Claims arising as a result of or in connection with any toxic tort, loss of life or injury to persons (whether or not such loss or injury arose or was made manifest on or after the Closing Date) due to the presence or Release of Hazardous Materials caused by Seller, TNMP or their respective Affiliates at, on, over, under, adjacent to or migrating from the Real Property prior to the Closing Date. (j) Any liability relating to or resulting from any Seller-Caused Environmental Conditions or Pre-Closing Environmental Conditions, including responsibility for any Third Party Claims related to the same. (k) Except as expressly provided in Section 5.17 "Employees", and to the extent the liabilities or obligations listed in this paragraph accrued prior to the Closing Date, any liabilities or obligations relating to any Benefit Plan maintained by Seller, TNMP or their respective Affiliates or any trade or business (whether or not incorporated) which is or ever has been under common control, or which is or ever has been treated as a single employer, with Seller, TNMP or their respective Affiliates under Section 414(b), (c), (m) or (o) of the Code ("ERISA Affiliate") or to which Seller, TNMP and any ERISA Affiliate contributed thereunder (the "ERISA Affiliate Plans"), including any multi-employer plan, maintained by, contributed to, or obligated to contribute to, at any time, by Seller, TNMP or any ERISA Affiliate, including but not limited to any liability (i) relating to benefits payable under any Benefit Plans; (ii) relating to the Pension Benefit Guaranty Corporation under Title IV of ERISA; (iii) relating to a multi-employer plan; (iv) with respect to non-compliance with the notice and benefit continuation requirements of COBRA; (v) with respect to any noncompliance with ERISA or any other applicable laws; or (vi) with respect to any suit, proceeding or claim which is brought against Purchaser, any Benefit Plan, ERISA Affiliate Plan, any fiduciary or former fiduciary of any such Benefit Plan or ERISA Affiliate Plan. (l) Any liabilities or obligations relating to the employment or termination of employment of Seller's Employees, 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 and in accordance with the written direction of Purchaser. (m) Any obligations to Seller's Employees or any independent contractors of Seller or TNMP for wages, commissions, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing Date under any term or provision of any contract, plan, instrument or agreement relating to any of the Assets. (n) Any liability of Seller or TNMP arising out of operations a breach by Seller or TNMP of any of their respective obligations under this Agreement or the Related Agreements. (o) Any Stranded Costs of Seller, TNMP or their respective Affiliates, as applicable, relating specifically to the Assets. (p) Any obligation or liability related to, arising from or associated with the use, ownership, operation or maintenance of the Assets prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller;. (viiq) any Seller Transaction Expenses; and (viii) any liabilities Any liability or obligations arising from product liability claims for which the injury or loss giving rise thereto (obligation not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused otherwise expressly assumed by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duePurchaser under Section 2.3 "Assumed Liabilities".

Excluded Liabilities. Notwithstanding anything contained herein to (a) Except for the contraryContracts and the Current Liabilities, Buyer Purchaser shall not assumeassume and shall not be liable for any debts, obligations, or cause to be assumedliabilities of Seller of any nature whatsoever. Without limiting the generality of the foregoing Purchaser is not assuming, or be deemed to have assumed or caused to have assumed or and shall not be liable or responsible for for, any liabilities debts, liabilities, or obligations (contractual or otherwise) of Seller of any kind other than the Contracts and the Current Liabilities whether known now existing or unknownhereafter arising, fixed, absolute, matured, unmatured, whether accrued or contingent, now existing arising directly or arising after the date hereof) of Seller indirectly from or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):connection with: (i) the operation of the Business on or prior to the Closing Date (including without limitation any violations of or liabilities or obligations relating to under any current or former employee or independent contractor of Seller or any of its Affiliates Environmental Law (whether or not such employee is hired by Buyer following the Closingas defined herein) and labor matters relating any warranty, performance guarantee, or other liability for products sold on or prior to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the PurchaseClosing Date); (ii) any Taxesthe condition of the Real Estate (including groundwater), interest, and penalties (i) attributable buildings or other improvements on or prior to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its AffiliatesDate; (iii) any liabilities breach or default by Seller with respect to obligations related to the Excluded Assetsthird parties; (iv) any liabilities liability or obligations arising out of or relating to indebtedness 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 of its Affiliatesreporting requirement or estimated tax payable with respect to this Agreement or the transactions contemplated in this Agreement; (v) any liabilities litigation, investigation or obligations arising out of other proceeding pending or relating to any contract which is not an Assigned Contractthreatened in connection with Seller or the Business; (vi) other than in connection any liability or obligation of Seller to or with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating respect to any real property ownedemployee or employee benefit plan of Seller, leased, occupied or controlled by including without limitation any such liability listed as a current liability on any of Seller's financial statements; (vii) any Seller Transaction Expenses; and (viii) liability or obligation with respect to any liabilities or obligations workers' compensation claims arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs activities undertaken prior to the Closing Date, including specifically all losses caused by without limitation any such liability listed as a current liability on any of Seller's financial statements; (viii) any liability or arising out obligation with respect to Seller's general liability insurance; including without limitation any such liability listed as a current liability on any of Seller's financial statements; (ix) any alleged designliability or obligation with respect to any performance guarantee of Seller, manufacture, assembly, installation, use including without limitation any such liability listed as a current liability on any of Seller's financial statements; or (x) any liability or sale of any products manufactured by the Factory or the Business prior obligation relating to the Closing Date, whether Excluded Assets. All of the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after liabilities described in this Section 3(a) are collectively referred to as the Closing Date "Excluded Liabilities". (b) Seller covenants and agrees that Seller shall satisfy all Excluded Liabilities that are an obligation of Seller perform or pay promptly when due, all of the Excluded Liabilities, except, if Seller or 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 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 Purchaser receives a warranty claim (i) that is disputed, (ii) that is not for 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. Notwithstanding anything contained herein to the contrary, Buyer shall not assume, contrary contained in Section 3.1 above or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed elsewhere in this Agreement) including, but not limited to, Seller will retain the following liabilities and obligations, and such liabilities and obligations shall not be assumed by Purchaser and liabilities of Seller and its Affiliates shall be excluded from the Assumed Liabilities (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):). (ia) any liabilities liability or obligations obligation of Seller of any nature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, not related to the Business; (b) any liability or obligation of Seller of any nature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, to the extent relating to or arising from or in connection with any current Excluded Assets; (c) any liability or former employee or independent contractor of Seller or obligation under any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations Transferred Contract arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with breaches thereof that occurred prior to the consummation of the PurchaseClosing; (iid) any Taxes, interest, and penalties (i) attributable to the purchased Assets liability or the Business with respect to obligation under any Pre-Closing Period or (ii) imposed on Seller or any of its AffiliatesExcluded Contract; (iiie) any liabilities environmental, health and safety liability of any nature whatsoever, whether accrued, absolute, contingent or obligations related to the Excluded Assets; (iv) any liabilities otherwise, asserted or obligations unasserted, known or unknown, arising out of or relating to indebtedness the conduct of Seller or any of its Affiliatesthe Business prior to the Closing; (vf) any liabilities liability or obligations obligation arising out of or relating to any contract which is not an Assigned ContractProceeding commenced, brought, conducted or heard by or before, or otherwise involving, any court, arbitrator or government agency pending as of the Closing; (vig) other than any liability arising out of or resulting from Seller’s non-compliance with any applicable Law; (h) any liability or obligation of Seller to its employees of any nature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown; (i) any liability or obligation of Seller of any nature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, to the extent existing at the time of, or arising out of or relating to acts, events or omissions to act that occurred prior to the Closing or in connection with the operation conduct of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of Closing; and (j) any related litigation, arbitration, investigation, proceeding other liability or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duethat is not included in the Assumed Liabilities.

Excluded Liabilities. Notwithstanding anything contained herein to Other than the contraryAssumed Liabilities, Buyer the Purchasers shall not assumeassume or become responsible for, or cause to be assumed, or and shall not be deemed to have assumed or caused to have assumed or be liable or become responsible for for, any liabilities or and obligations (of any Asset Seller of any kind, whether known or unknown, fixedasserted or unasserted, absolute, matured, unmaturedabsolute or contingent, accrued or contingentunaccrued, now existing liquidated or arising after the date hereof) of Seller unliquidated, and whether due or any of its Affiliates to become due (other than the liabilities expressly assumed in this Agreement) including, but not limited tocollectively, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “"Excluded Liabilities”):"), including the following: (i) any liabilities liability or obligations relating obligation of the Asset Sellers pertaining to any current Excluded Assets; (ii) any liability or former employee obligation of the Asset Sellers with respect to Income Taxes; (iii) any liability or independent contractor obligation of Seller or any the Asset Sellers in respect of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating Excluded Employees, including pursuant to any such current retention agreements, severance agreements, change of control agreements or former employee other similar plans, policies or independent contractor arrangements; (iv) any liability or obligation of the Asset Sellers (A) related to any Employees or Retired Employees other than (a) liabilities and obligations of the Asset Sellers for benefits in respect of the Employees or Retired Employees, including under Seller Benefit Plans that are Assumed Contracts, (b) liabilities and obligations included in the Closing Working Capital and (c) liabilities and obligations under the Assumed Contracts or (B) that is incurred as a result of the Transactions pursuant to any liabilities retention agreements, severance agreements, change of control agreements or obligations other similar plans, policies or arrangements with or concerning the Employees or Retired Employees; (v) any liability or obligation of any Asset Seller arising out of or relating to any employee-related matterfacility that any Asset Seller may have owned, employee-related payment obligationleased, collective bargaining contractoperated or otherwise used at any time that is not included in the Real Property, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, including any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any such liabilities or obligations related to resulting from the Excluded Assets; (iv) generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any liabilities or obligations arising out of or relating to indebtedness of Seller Hazardous Materials at any such facility or any violations of its Affiliates; (v) any liabilities applicable Environmental Laws on, prior to or obligations arising out of or relating to any contract which is not an Assigned Contractafter the Closing Date; (vi) other than in connection with the operation any liability or obligation of the Business after the Closing Date, any liabilities or obligations Asset Sellers arising out of operations prior any action or proceeding actually initiated and pending as of the Closing and not listed on Schedule 1.1(B) or, if listed on Schedule 1.1(B), to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Sellerextent exceeding the amount of the accrual as set forth on Schedule 1.1(B); (vii) any Seller Transaction Expensesliability or obligation of the Asset Sellers for any non-compliance with applicable Laws prior to the Closing Date (it being understood that responsibility for liabilities and obligations for non-compliance with Environmental Laws is exclusively addressed in Sections 10.2(f) and 10.3); and (viii) all liabilities of Selling Parties under this Agreement, any liabilities Ancillary Agreement or obligations arising from product liability claims for which the injury any other agreement between a Selling Party and Silgan or loss giving rise thereto (not just the delivery any of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when duePurchasers.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary contained herein, Buyer shall not assume and under no circumstances shall Buyer be obligated to pay or assume, and none of the assets of Buyer shall be or cause to be assumedbecome liable for or subject to, any Claims, interests, Encumbrances or other Liability of Seller currently existing or hereafter arising, or be deemed otherwise, whether or not disclosed to have assumed Buyer herein or caused to have assumed or be liable or responsible for on any liabilities or obligations Schedule hereto (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):). Seller shall retain and remain exclusively liable for all of the Excluded Liabilities. The intent and objective of Buyer and Seller is that Buyer does not assume, and no transferee liability will attach to Buyer pertaining to, any of the Excluded Liabilities. Without limiting the generality of the foregoing, the term “Excluded Liabilities” includes the following: (ia) any liabilities or obligations relating to any current or former employee or independent contractor Liabilities of Seller or any Affiliate of its Affiliates (whether Seller arising out of or not such employee is hired by Buyer following the Closing) and labor matters relating to the Acquired Assets or the operation of the Business on or prior to the Closing Date; (b) any such current Liabilities of Seller or former employee or independent contractor including any liabilities or obligations Affiliate of Seller arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the PurchaseExcluded Assets, or the ownership, operation, use or benefit thereof; (iic) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness Liabilities of Seller or any Affiliate of its Affiliates; (v) any liabilities or obligations Seller arising out of or relating to any contract which is not an Assigned ContractContracts of Seller or Affiliate of Seller, as applicable, including Contracts arising out of, or relating to, the Acquired Assets or the operating of the Business, or any Contracts arising out of, or relating to, the Excluded Assets; (vid) any Liabilities of Seller, whenever or however arising, under Contract, Law, Action or Order of any kind related to any Employee Plan or Contract with any Employee or former Employee or otherwise relating to an Employee or former Employee or his or her service (or potential service or termination of service) or employment (or potential employment or termination of employment) with Seller or any ERISA Affiliate, or other than in connection employment-related Liabilities of Seller arising on or prior to, or as a result of, the Closing, to any Employees, agents or independent contractors of Seller or any Affiliate of Seller, whether or not employed by Buyer after the Closing, or under any benefit arrangement with the operation respect thereto, including any Liabilities under any Employee Plans (“Employee Liabilities”); (e) any Liabilities for Taxes, whether historical, current or deferred Taxes, incurred by Seller or any Affiliate of the Business after Seller, or arising on or prior to the Closing Date, ; (f) any liabilities or obligations Liabilities arising out of operations or relating to any Actions or Orders against Seller, any Affiliate of Seller, or any of their respective owners, members, partners, directors, officers, managers, employees (including Employees) or agents, including any Liabilities arising from any facts, events or circumstances occurring on or prior to the Closing Date, in each case, of any kind or nature whatsoever and /or relating whether related to any real property owned, leased, occupied the Acquired Assets or controlled by Sellerthe Business or otherwise and regardless of when commenced; (viig) any Seller Transaction ExpensesLiabilities of Seller, any Affiliate of Seller, or any of their respective owners, members, partners, directors, officers, managers, employees (including Employees) or agents arising as a result of any violation of Laws at any time by such Person, including any violation of Environmental Laws or any Laws in respect of Taxes, privacy, security, securities, health and safety, employment and labor; and (viiih) any liabilities Liabilities of Seller or obligations any Affiliate of Seller arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to after the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when due.

Excluded Liabilities. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement, the Shareholder Purchase Agreement or any agreement, document, certificate or instrument being delivered pursuant to such agreements (collectively, the "Transaction Documents"), and regardless of whether such liability is disclosed in this Agreement or any of the Transaction Documents or on any Schedule or Exhibit hereto or thereto, Buyer shall will not assume, agree to pay, perform or cause to discharge or in any way be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any Excluded Liabilities. As used herein, the term "Excluded Liabilities" means any and all debts, liabilities or obligations of Sellers or any Employee Benefit Plan, of any kind or nature whatsoever other than the Assumed Liabilities (whether due or to become due, fixed or unfixed, choa▇▇ ▇▇ inchoate, secured or unsecured, absolute or contingent, direct or indirect, asserted or unasserted, known or unknown, fixedand regardless of whether such debts, absolute, matured, unmatured, accrued liabilities or contingent, now existing or arising after obligations relate to Sellers' Business). Unless such items are otherwise specifically included in the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited toAssumed Liabilities, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunderExcluded Liabilities shall include, the “Excluded Liabilities”): without limitation, (i) any liabilities or obligations relating whatsoever relating, directly or indirectly, to any Excluded Assets, including, without limitation, any trade creditors, bank debt, payroll or payroll tax liabilities, payments due to any current or former employee of Sellers for amounts due under any bonus plan or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating incentive arrangement, income tax liabilities, severance liabilities to any such current or former employee of Sellers, or independent contractor including liabilities with respect to any liabilities vacation pay, profit sharing or obligations 401(k) contribution of such employees, (ii) any environmental or product liability claims arising out of or relating to the past, present or future conduct of Sellers, (iii) any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option contractual obligations or purchase plan, employment contract, consulting contract, liabilities relating to any Employee Benefit Plan or any entitlements arising as a result of or existing facilities used in connection with the consummation of the Purchase; (ii) any TaxesBusiness, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities liability of the Sellers or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; Shareholders for taxes, costs, and expenses incurred in connection with this Agreement and (v) the liability of Sellers or Shareholders under any liabilities "bulk sales" or obligations arising out of similar law or statute relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation transfer of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueAssets hereunder.

Excluded Liabilities. Notwithstanding Seller acknowledges and agrees that, notwithstanding anything contained herein to the contrarycontrary that may be set forth in this Agreement, neither Buyer nor any of its Affiliates shall assume, take subject to, or in any way become liable for (and shall not assume, or cause to be assumed, or be deemed to have assumed assumed, taken subject to, or caused to have assumed in any way become liable for) any of Seller's debts, obligations or be liable other liabilities of any nature whatsoever, whether accrued, absolute or responsible for any liabilities or obligations (contingent, whether known or unknown, fixedwhether due or to become due, absolutewhether or not related to the Business or the Purchased Assets, maturedand regardless of when or by whom asserted, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (but in all cases other than the liabilities expressly assumed in this Agreement) including, but not limited toAssumed Liabilities (collectively, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “"Excluded Liabilities”):"), including the following: (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchaseaccounts payable; (ii) any Excluded Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities under Contracts and Permits assigned to Buyer pursuant to Section 2.1 arising out of or obligations related in connection with any breach or default, or any other event or circumstance, occurring or existing prior to the Excluded AssetsClosing Date which with notice or passage of time would constitute a default; (iv) any current or contingent liabilities or obligations at any time arising out of, relating to or incurred in connection with the employment or service with or termination of employment or service from Seller or any of its Affiliates of any Person, including any such liabilities or obligations relating to any workers' compensation claims or insurance; (v) any liabilities arising out of or in connection with any Contracts set forth on the attached Excluded Contracts Schedule; (vi) any liabilities with respect to any of the Excluded Assets (including under any contracts, leases, commitments or understandings related thereto); (vii) any current or contingent liabilities or obligations at any time relating to indebtedness or arising under or in connection with any "employee benefit plan" (as defined in Section 3(3) of ERISA) or any other benefit or compensation plan, program, agreement, contract or arrangement at any time maintained, sponsored or contributed or required to be contributed to by Seller or any of its Affiliates, or with respect to which Seller or any of its Affiliates has any current or contingent liability or obligation; (viii) any current or contingent liabilities or obligations relating to employees of Seller or any of its Affiliates; (vix) liabilities (express or implied) relating to products or services provided, shipped or sold prior to the Closing Date; (x) liabilities related to use of Software prior to the Closing Date; (xi) any liabilities relating to infringement or obligations misappropriation of any Intellectual Property arising out of or relating in connection with any event or circumstance occurring or existing prior to the Closing Date (but not including any contract which is not an Assigned Contractliability arising from Buyer’s or Parent’s acts or omissions after Closing other than use of the Software); (vixii) other than in connection with the operation of the Business after the Closing Date, any liabilities with respect to any violation of Law relating to or obligations arising out of operations from underlying facts, events or conditions first caused, first created or first existing prior to the Closing Date, and /or relating irrespective of whether such liability attaches to Buyer or Seller in the first instance (but not including any real property owned, leased, occupied liability arising from Buyer’s or controlled by Seller; (vii) any Seller Transaction ExpensesParent’s acts or omissions after Closing); and (viiixiii) any liabilities or obligations arising from product other liability claims for which not expressly assumed by Buyer pursuant to Section 2.2(a). Seller hereby acknowledges that it is retaining the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing DateExcluded Liabilities, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date and Seller shall satisfy pay, discharge and perform all such Excluded Liabilities that are an obligation of Seller promptly when duethey become due and payable in accordance with their respective terms. For purposes of this Section 2.2(b), "Seller" shall include Seller, its Affiliates and predecessors and any Person with respect to which Seller is a successor-in-interest (including by operation of law, merger, liquidation, consolidation, assignment, assumption or otherwise).

Excluded Liabilities. Notwithstanding anything contained herein in this Agreement to the contrary, Buyer Purchaser shall not assume, assume or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or become responsible for any liabilities claim, liability or obligations (obligation of any nature whatsoever, whether known or unknown, fixedaccrued, absolute, matured, unmatured, accrued contingent or contingent, now existing or arising after the date hereofotherwise (a "Liability") of Seller or any except the Assumed Liabilities. Without limiting the generality of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited toforegoing, the following obligations and liabilities are included among the Liabilities of Seller and its Affiliates which Purchaser shall not assume or become responsible for (such obligations and liabilities not assumed hereunder, unless specifically included on the “Excluded list of Assumed Liabilities”): (i) all Liabilities for local, state, federal, sales, franchise, and income and other taxes whether deferred or which have accrued or may accrue or become due and payable by Seller 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 the Purchased Assets to Purchaser; (ii) all Liabilities and obligations to directors, officers, employees or agents of Seller, including, without limitation, all Liabilities and obligations for wages, salary, bonuses, commissions, vacation (except to the extent Purchaser agrees to assume such item) or severance pay, profit sharing or pension benefits, and all Liabilities and obligations arising under any liabilities bonus, commission, salary or compensation plans or arrangements, whether accruing prior to, or on or after the Closing Date; (iii) all Liabilities and obligations relating with respect to unemployment compensation claims and workmen's compensation claims and claims for race, age and sex discrimination or sexual harassment or for unfair labor practice which occurred prior to the Closing Date and for which any claim may be asserted by any of the Seller's employees, prior to, on or after the Closing Date; (iv) all Liabilities of Seller to third parties for personal injury or damage to property based on or arising from occurrences, circumstances or events, or exposure to conditions, existing or occurring prior to the Closing Date and for which any claim may be asserted by any third party prior to, on or after the Closing Date; (v) all Liabilities and obligations of Seller arising under or by virtue of environmental laws whether accruing prior to, on or after the Closing Date; (vi) all Liabilities of Seller, 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, on or after the Closing Date; (vii) all Liabilities based on any theory of liability or product warranty with respect to any current product manufactured or former employee sold prior to the Closing Date and for which any claim may be asserted by any third party, prior to, on or independent contractor after the Closing Date; (viii) all attorneys' fees, accountants or auditors' fees, and other costs and expenses incurred by Seller and/or the Shareholders in connection with the negotiation, preparation and performance of Seller this Agreement or any of the transactions contemplated hereby; (ix) All Liabilities of the Seller in connection with the Excluded Assets, including but not limited to the mortgage loan for the real estate being retained by Seller as set forth on Exhibit C; (x) Any Liabilities of Seller with respect to any options, warrants, agreements or convertible or other rights to acquire shares of its Affiliates capital stock of any class; (xi) Any Liabilities of Seller incurred incident to the redemption of all the issued and outstanding shares of common stock of Seller owned by ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (xii) Any Liability to Bay Networks, Inc. under the Settlement Agreement dated February 15, 1996; (xiii) all other debts, Liabilities, obligations, contracts and commitments (whether direct or not such employee is hired by Buyer following the Closingindirect, known or unknown, contingent or fixed, liquidated or unliquidated, and whether now or hereinafter arising) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to the ownership, operation or use of any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable Purchased Assets on or prior to the purchased Assets Closing Date or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation conduct of the Business of Seller whether prior to, on or after the Closing Date, any except only for the liabilities or and obligations arising out of operations prior to be performed by Purchaser constituting the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction ExpensesAssumed Liabilities; and (viiixiv) any liabilities or obligations arising from product liability claims for Any Liability relating to the Merisel Datago/Vantage Agreement, which agreement is not being assigned. It is the injury or loss giving rise thereto (not just the delivery intent of the notice of such claims) occurs prior to the Closing Dateparties that upon Closing, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation employees of Seller promptly when duewill be terminated by it and Purchaser will extend offers of employment to such individuals at such time.

Excluded Liabilities. Notwithstanding anything contained herein any provision in this Agreement or any other writing to the contrary, neither Buyer shall not assume, nor any of its Affiliates is assuming any liability or cause to be assumed, obligation of Seller (or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) predecessor of Seller or any prior owner of all or part of its Affiliates (businesses or assets) of whatever nature, whether presently in existence or arising hereafter, other than the Assumed Liabilities. All such liabilities expressly assumed in this Agreement) including, but not limited to, the following and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and its Affiliates (such obligations and liabilities not being assumed hereunder, being herein referred to as the “Excluded Liabilities”):). Notwithstanding any provision in this Agreement or any other writing to the contrary and without limiting the generality of the foregoing, the Excluded Liabilities shall include: (i) any all liabilities or and obligations relating to any current or former employee or independent contractor of Seller Seller, or any member of its Affiliates (whether any consolidated, affiliated, combined or not such employee unitary group of which Seller is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matterhas been a member, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or for Taxes; provided that Transfer Taxes incurred in connection with the consummation of transactions contemplated by this Agreement and Apportioned Obligations shall be paid in the Purchasemanner set forth in Section 5.6(b) hereof; (ii) all liabilities and obligations relating to employee benefits or compensation arrangements in relation to Seller, whether relating or attributable to, or arising during, the period before or after Closing, including all liabilities or obligations under any Taxesemployee benefit agreements, interest, and penalties (i) attributable to the purchased Assets plans or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliatesother arrangements; (iii) all liabilities and obligations arising from any liabilities Action relating to Seller, the Purchased Assets or obligations related to the Excluded AssetsLicensed Assets pending before any arbitrator or Governmental Authority; (iv) any all liabilities or and obligations arising out of or relating to indebtedness or arising from any asset, property or business of Seller that is not a Purchased Asset or any of its Affiliatesa Licensed Asset, whether relating or attributable to, or arising during, the period before or after Closing; (v) any all liabilities and obligations relating or obligations arising out of or relating attributable to any contract which is not an Assigned Contract;owned, leased or operated Purchased Asset or Licensed Asset prior to Closing, including in relation to any contract, agreement, lease, license, commitment, sales or purchase order or other instrument; and (vi) other than all liabilities and obligations in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior relation to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueMagnolia.

Excluded Liabilities. Notwithstanding anything else contained herein to the contraryin this Agreement or in any other Transaction Document, Buyer shall not assumeassume any Liabilities of Seller other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including the following: (i) Indebtedness; (ii) Seller Transaction Expenses; (iii) any (A) Taxes of Seller, any stockholder of Seller, or cause any of their Affiliates for any taxable period and (B) Taxes relating to be assumedthe Business or the Acquired Assets or the Assumed Liabilities for any taxable period ending on or prior to the Closing Date; provided, however, excluding (x) Transfer Taxes payable by the Buyer pursuant to Section 8.4(d), (y) Taxes included in Section 2.1(c)(iv) as Assumed Liabilities, and (z) Taxes resulting from any transactions occurring on the Closing Date after the Closing outside of the Ordinary Course of Business; (iv) any claims of any direct or indirect equity holder of Seller or any Affiliate, heir, beneficiary, successor or assign of such equity holder or any of its Affiliates, against Seller or Buyer as successor or transferee to Seller; (v) the Excluded Assets; (vi) any Liabilities arising out of or in connection with any Proceeding to the extent it relates to facts or events occurring prior to Closing, including (i) any Proceeding instituted or involving ▇▇▇▇▇▇▇ (▇▇▇▇) Short, (ii) any Proceeding instituted against or involving Artisan Consumer Services, LLC, a Texas limited liability company, RTO Fleet Management LLC, a Texas limited liability company, Artisan Acquireco, LLC, a Texas limited liability company, or any other direct or indirect subsidiary or Affiliate of Seller, or (iii) any matters that are or should be deemed set forth on Schedule 4.10; (vii) any obligations under any Applicable Laws relating to have assumed acts, omissions, circumstances or caused conditions to have assumed the extent existing or be liable or responsible for any liabilities or obligations arising (whether then known or unknown) on or prior to the Closing Date, fixedwhether or not such acts, absoluteomissions, maturedcircumstances or conditions constituted a violation of any Applicable Laws as then in effect; (viii) any claims of any current or former employee or contractor of Seller including (a) compensation, unmaturedbonus, accrued commission, severance, termination, vacation, pension and other payments and benefits (including post-retirement benefits, payroll expenses and any Liability for termination of, any collective bargaining Contract or contingentpension plan), now existing whether owing under any severance policy, and employment Contract, collective bargaining Contract, any Employee Benefit Plan or otherwise, (b) personal injury, worker’s compensation or disability claims allegedly arising after the date hereof) of during employment or engagement by Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreementregardless of when such claim is made or asserted), (c) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”): (i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller equity-based awards or any of its Affiliates profit sharing, equity appreciation right or phantom equity awards or (whether or not such employee is hired by Buyer following the Closingd) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan under WARN or any entitlements arising as a result of or in connection with the consummation of the Purchasesimilar Applicable Laws; (iiix) any TaxesLiabilities under any Contract occurring prior to Closing, interestby reason of or for any default, and penalties (i) attributable to the purchased Assets breach or the Business with respect to any Pre-Closing Period penalty, whether known or (ii) imposed on Seller or any of its Affiliatesunknown; (iiix) any liabilities Liabilities of or obligations related to the Excluded AssetsBusiness; (ivxi) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliatesunder all Excluded Contracts; (vxii) any liabilities Liabilities associated with making, servicing or obligations arising out of facilitating loans, or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expensesproviding underwriting advisory services for loans; and (viiixiii) any liabilities Liability of or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of associated with any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueEmployee Benefit Plan.

Excluded Liabilities. Notwithstanding anything contained herein to Except for the contraryAssumed Liabilities, Buyer shall not assume, or cause to be assumed, assume or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities claims against, or Liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) whatsoever of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited toSeller, the following obligations and liabilities of Seller and its Affiliates Business or the Owners (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):), including the following: (a) any Indebtedness of Seller, any Owner, or the Business; (b) any of the costs and expenses incurred in connection with the future operations or liquidation or dissolution of Seller and the costs or expenses of any Seller Party incurred in negotiating, entering into or carrying out its obligations pursuant to this Agreement; (c) any Liability of any Seller Party that is unknown or unaccrued as of the Closing Date; (d) the responsibility for any contributions to or funding of any benefits plan, program, agreement, practice or arrangement (whether written or oral) maintained by Seller or pursuant to which Seller has any contribution or funding obligation for its employees, former employees, retirees, agents, independent contractors, their beneficiaries or any other Person in each case arising on or prior to the Closing Date; (e) any Liability arising from, or with respect to, any Excluded Asset; (f) any Liability arising from, or with respect to, any Seller Plan or any similar arrangement currently or previously maintained, or contributed to, by Seller in each case arising on or prior to the Closing Date; (g) any Liability of any Seller Party or any Affiliate thereof for any Tax of any kind or nature, including any Tax which may become payable by reason of the sale and transfer of the Assets, or be imposed upon any Seller Party or any Affiliate thereof by reason of receipt of the Purchase Price or relief from any Liability pursuant to or in connection with this Agreement, including any sales, franchise or income tax generated from activities of the Business on or before the Closing Date; (h) any Liability of Seller for any noncompliance with any Legal Requirements, including those relating to (i) Environmental Laws or (ii) employment and labor management relations (excluding noncompliance under the Worker Adjustment and Retraining Notification Act) and any provisions thereof relating to wages and the payment thereof, hours of work, terms of employment, collective bargaining agreements, workers’ compensation laws, employment benefits, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States and the withholding and payment of federal Social Security and similar taxes payable by Seller in each case arising on or prior to the Closing Date; (i) any liabilities or obligations relating to any current or former employee or independent contractor Liability of Seller for any failure to withhold all amounts required by any Legal Requirements or Contract to be withheld from the wages or salaries of its employees (whether full-time or temporary), and any Liability for any wage arrearages, taxes or penalties for failure to comply with any of its Affiliates (whether the foregoing in each case arising on or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable prior to the purchased Closing Date or otherwise arising from the Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after on or prior to the Closing Date; (j) any Liability to employees of Seller, including any severance or retention obligations, and any bonus obligations in each case arising on or prior to the Closing Date; (k) any Liability arising out of any controversies between Seller and its employees or former employees or any union or other collective bargaining unit representing any of its employees in each case arising on or prior to the Closing Date; (l) any Liability, including strict liability, arising under Environmental Laws, based on facts, circumstances, or events occurring on or before the Closing Date, regardless of when discovered; and (m) any liabilities Liability of Seller resulting from product defects claims based on facts, circumstances, or obligations events arising out of operations from or related to any products manufactured or sold by Seller prior to the Closing Date, regardless of when discovered; and /or relating the Excluded Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller (or other Seller Party as applicable), subject to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction Expenses; and (viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery terms of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueTSA.

Excluded Liabilities. Notwithstanding anything contained herein any provision in this Agreement or any other writing to the contrary, Buyer shall is assuming only the Assumed Liabilities and is not assumeassuming any other liability or obligation of whatever nature, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing presently in existence or arising after the date hereof) hereafter, including any other liabilities of Seller (or any predecessor of Seller or any current or prior owner of all or part of its Affiliates businesses and assets) (other than the all such liabilities expressly and obligations not being assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, being herein referred to as the “Excluded Liabilities”):). Without limiting the generality of the foregoing and notwithstanding anything to the contrary in this Agreement, the term “Excluded Liabilities” includes: (i) all liabilities or obligations of Seller owing to any Affiliates, Stockholders, directors, officers, employees, former employees, independent contractors, agents, representatives or other personnel of Seller or its agents or representatives; (ii) all liabilities or obligations relating to any compensation or benefits of, to or with respect to any current or former employee director, officer, partner, principal, manager, employee, independent contractor, consultant, agent, representative or independent contractor other personnel (hereinafter “personnel”) of Seller or any Employee Benefit Plans, including in respect of its Affiliates worker’s compensation, wage and hour, independent contractor misclassification, civil rights, discrimination or other claims, charges or complaints brought by any Person (including any Governmental Entity) in connection with labor and employment Laws or otherwise relating to employment by, or provision of services to, Seller, and including all retirement, severance, deferred compensation, incentive, stock option, vacation, bonus, commission, unemployment, partnership or other payments, distributions or benefits payable to or accrued in favor of such Persons, whether or not pursuant to any Employee Benefit Plans and whether or not such employee is hired by Persons become Transferred Personnel or otherwise obtain employment with Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out an Affiliate of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its AffiliatesBuyer; (iii) all liabilities or obligations relating to any Excluded Asset; (iv) all liabilities or obligations relating to Seller’s issuance or endorsement of any check, note, draft or instrument; (v) all liabilities or obligations relating to any claim of any third party arising out of the ownership or operation of the Business or the Acquired Assets prior to the Closing; (vi) all liabilities or obligations of Seller or the Stockholders for Taxes, including all liabilities or obligations of Seller or the Stockholders for Taxes of any Person (other than Seller or the Stockholders) under Treas. Reg. Section 1.1502-6 (or any similar provision of Law), as a transferee or successor by contract, or otherwise; (vii) all liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction ExpensesBank Debt; and (viii) any all liabilities or obligations arising from product liability claims for which or relating to the injury or loss giving rise thereto (not just the delivery rights of the notice of such claims) occurs prior to the Closing Date, including specifically all losses caused by or arising out holders of any alleged design, manufacture, assembly, installation, use shares of capital stock or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation other equity interest of Seller promptly when dueor any phantom equity or any options, warrants, subscriptions or other rights, calls or commitments to issue, or any obligations or commitments to purchase, any capital stock or other equity interest of Seller or any securities convertible into or exchangeable for any of the capital stock or other equity interest of Seller.

Excluded Liabilities. Notwithstanding anything contained herein in this Agreement to the contrary, Buyer Purchaser shall not assume, assume or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or become responsible for any liabilities claim, liability or obligations (obligation of any nature whatsoever, whether known or unknown, fixedaccrued, absolute, matured, unmatured, accrued contingent or contingent, now existing or arising after the date hereofotherwise (a "Liability") of Seller or any except the Assumed Liabilities that are specifically assumed by such party. Without limiting the generality of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited toforegoing, the following obligations and liabilities are included among the Liabilities of Seller and its Affiliates which Purchaser shall not assume or become responsible for (such obligations and liabilities not assumed hereunder, the “Excluded unless specifically included as Assumed Liabilities”): (ia) all Liabilities for any liabilities Taxes whether deferred or obligations relating which have accrued or may accrue or become due and payable by Seller 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 the Purchased Assets to Purchaser; (b) all Liabilities to any current or former employee members, directors, officers, employees or independent contractor agents of Seller Seller, including, without limitation, all Liabilities and obligations for wages, salary, bonuses, commissions, vacation or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matterseverance pay, employee-related payment obligationdeferred compensation, collective bargaining contract, labor negotiation, severance cost, pension planretirement pay, profit sharing planor pension benefits, deferred compensation plan, accrued holiday benefit, accrued and all Liabilities arising under any bonus, salarycommission, bonus plansalary or compensation plans or arrangements, phantom stock awardwhether accruing prior to, stock option on or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase; (ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates; (iii) any liabilities or obligations related to the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with the operation of the Business after the Closing Date; (c) all Liabilities with respect to unemployment compensation claims and workers 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 liabilities claim may be asserted by any of Sellers employees, prior to, on or obligations after the Closing Date; (d) all Liabilities of Seller to third parties for personal injury or damage to property based on or arising out 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 of operations Seller 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 Seller 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, and /or relating which may be asserted or commenced prior to, on or after the Closing Date; (g) all Liabilities based on any theory of liability or product warranty with respect to any real property ownedproduct manufactured or sold prior to the Closing Date and for which any claim may be asserted by any third party, leasedprior to, occupied on or controlled after the Closing Date; (h) all attorneys' fees, accountants or auditors' fees, and other costs and expenses incurred by Seller and/or the Member in connection with the negotiation, preparation and performance of this Agreement or any of the transactions contemplated hereby; (i) all Liabilities of Seller in connection with the Excluded Assets; (j) all Liabilities of Seller with respect to any options, warrants, agreements or convertible or other rights to acquire any membership interest in Seller; (viik) all Liabilities of Seller incurred incident to any indemnification for breach of any representations, warranties, covenants, or other agreements made by Seller Transaction Expenses; andunder any of the asset purchase, stock, reorganization, or other legal transaction(s) set forth in Disclosure Schedule 2.2(q); (viiil) all Liabilities of Seller with respect to any liabilities loans or obligations advances made by the Member or any Affiliate to Seller; (m) all other debts, Liabilities, obligations, contracts and commitments (whether direct or indirect, known or unknown, contingent or fixed, liquidated or unliquidated, and whether now or hereinafter arising) arising from product liability claims for which out of or relating to the injury ownership, operation or loss giving rise thereto (not just the delivery use of any of the notice Purchased Assets on or prior to the Closing Date or the conduct of such claims) occurs the Business of Seller prior to the Closing Date, including specifically except only for the liabilities and obligations to be assumed or paid, performed or discharged by Purchaser constituting Assumed Liabilities; and (n) all losses caused by or arising out Liabilities of Seller with respect to any alleged design, manufacture, assembly, installation, use or sale unpaid sales tax as of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date related to accounts receivable as of such date. Seller shall satisfy pay all Excluded Liabilities liabilities not being assumed hereunder by Purchaser within the customary time for payment of such liabilities. It is the intent of the parties that are an obligation upon Closing, all employees of Seller promptly when duewill be terminated by Seller and Purchaser will extend offers of employment to such individuals.

Excluded Liabilities. Notwithstanding anything contained herein in this Agreement to the contrary, Buyer neither Wanxiang, any Wanxiang Designee or any Affiliate of the foregoing shall assume, and shall not assume, or cause be deemed to be have assumed, or be deemed to have assumed bound by any duties, responsibilities, obligations or caused to have assumed or be liable or responsible for liabilities, of any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (of any kind or nature, known, unknown, contingent or otherwise, whether direct or indirect, matured or unmatured, other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates Assumed Liabilities (such obligations and liabilities not assumed hereundercollectively, the “Excluded Liabilities”):), including such duties, responsibilities, obligations or liabilities, arising from or related to the following: (ia) any liabilities Liability arising out of facts or obligations relating circumstances in existence prior to the Closing Date and from or related to any current breach, default under, failure to perform, torts related to the performance of, violations of law, infringements or former employee indemnities under, guaranties pursuant to and overcharges, underpayments or independent contractor penalties on the part of Sellers or any of their Affiliates under any Contract, agreement, arrangement or understanding to which any Seller or any of its Affiliates is a party prior to the Closing Date; (b) any Liability arising from or related to any claim, action, arbitration, audit, hearing, investigation, suit, litigation or other proceeding (whether civil, criminal, administrative, investigative, or not such employee is hired by Buyer following informal and whether pending or threatened or having any other status) against Seller or its Affiliates, or related to the Purchased Assets or the Assumed Liabilities, pending or threatened or to the extent related to facts, actions, omissions, circumstances or conditions existing, occurring or accruing prior to the Closing Date; (c) any Liability arising from or related to the operation or condition of the Purchased Assets or the Assumed Liabilities prior to the Closing or facts, actions, omissions, circumstances or conditions existing, occurring or accruing with respect to the Purchased Assets or the Assumed Liabilities prior to the Closing; (d) any Liability arising from or related to the operation of the Excluded Business; (e) any Liability for or relating to (i) design or manufacturing defects (whenever discovered, whether prior or after the Closing) and labor matters (ii) warranties, product liability, safety or other Liability, in the cases of clauses (i) and (ii), relating to any such product sold by any Seller prior to the Closing; (f) any Liability in respect of Indebtedness of any Seller or any other Liability related to, arising under or in connection with the 2016 Notes or the HB Notes; (g) any Liability (i) with respect to Transferred Employees that arises or is incurred prior to the Closing Date, (ii) with respect to Service Providers or other service providers (including current and former directors, officers, employees, agents and independent contractors) who do not become Transferred Employees that arises or former employee or independent contractor including is incurred at any liabilities or obligations arising out of or relating to time (iii) under any employee-related matterU.S. Benefit Plan, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Foreign Benefit Plan or any entitlements other employee program or arrangement at any time maintained, sponsored or contributed to by any of the A123 Entities or any predecessor or Affiliate thereof or any ERISA Affiliate, or with respect to which any of the A123 Entities or any predecessor or Affiliate thereof or any ERISA Affiliate has any Liability, or (iv) under any employment, severance, retention, termination or other similar agreement or arrangement with any Service Provider or otherwise in respect of employees, collective bargaining agreements, pensions or OPEB or benefits or arising out of, relating to or with respect to the employment or performance of services for, or termination of employment or services for, any Seller or any Seller’s Affiliates, including in respect of wages, other remuneration, holiday or vacation pay, bonus, severance (statutory or otherwise), separation, termination or notice pay or benefits (including under COBRA), commissions, post-employment medical or life obligations, pension contributions, insurance premiums, Taxes, Liabilities or Actions for workers’ compensation, Actions under WARN, or any other form of accrued or contingent compensation (including vacation, sick days, personal days or other leave entitlements), irrespective of whether such Liabilities or Actions arise or are paid or made, as applicable, on, before or after Closing (other than Actions solely in respect of post-Closing service of Transferred Employees by Wanxiang or its Affiliates after the Closing); (h) any Liability attributable to, relating to or arising (i) under Environmental Laws, or (ii) from any Contract or other arrangement for disposal or treatment of Hazardous Substances, or for the transportation of Hazardous Substances for disposal or treatment, or (iii) with respect to environmental contamination or remediation, in each case arising from or related to facts, actions, omissions, circumstances or conditions existing, occurring or accruing prior to the Closing, or (iv) for toxic torts arising as a result of or in connection with loss of life or injury to Persons (whether or not such loss or injury was made manifest on or after the consummation of Closing Date) or other harm caused or allegedly caused by exposure to Hazardous Materials present at, on, in, under adjacent to, or migrating from, the PurchasePurchased Assets on or prior to the Closing; (iii) any TaxesLiability in respect of royalty payments to third parties or other fees or payments relating to the Purchased IP (other than any royalty payments or other fees or payments that are a function of unit sales or similar measure), interestwhether arising before, on or after the Closing (it being agreed that all royalty payments to third parties or other fees or payments relating to the Purchased IP that are a function of unit sales or similar measure shall be prorated between the Sellers, on the one hand, and penalties the Purchasers, on the other hand, based upon their respective portions of the total units sold or such similar measure); (ij) attributable to the purchased Assets any Excluded Taxes; (k) any Liability arising from state, provincial or the Business bankruptcy law theories of recovery, including fraudulent transfer; (l) any Liability with respect to any Pre-Closing Period Seller Broker Fee; (m) any Liability under this Agreement and under any Ancillary Agreement; (n) any Liability to the extent relating to or (ii) imposed arising, whether before, on Seller or after the Closing, out of, or in connection with, any assets, properties and rights of Sellers or any of its Affiliates; their Affiliates (iii) any liabilities or obligations related to other than the Purchased Assets), including the Excluded Assets; (iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates; (v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract; (vi) other than in connection with Assets and the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller; (vii) any Seller Transaction ExpensesExcluded Agreements; and (viiio) any liabilities or obligations arising from product liability claims for which Liability not expressly included among the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, including Assumed Liabilities and specifically all losses caused by or arising out of any alleged design, manufacture, assembly, installation, use or sale of any products manufactured by the Factory or the Business prior to the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim occurs before or after the Closing Date Seller shall satisfy all Excluded Liabilities that are an obligation of Seller promptly when dueso assumed.