Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. (a) Buyer shall not assume, or take the Purchased Assets subject to, any liability or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. (a) Buyer shall not assumeSeller will, or take the Purchased Assets subject and will cause any successor to, any liability or obligation of any kind or nature retain and be exclusively responsible for all Liabilities, other than the Assumed Liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). Excluded , including the following: (a) all Liabilities include, without limitationof Seller, the following: Business, the Purchased Assets and the Transferred Employees, in each case arising on or prior to the Closing Date; (ib) trade and accrued Liabilities; (ii) bank debtall Liabilities arising out of, other secured debt, including capital lease obligations, and debts relating to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and or in respect of warranties for all other taxes products relating to the period during which Business on or prior to the Closing Date; (c) all Liabilities related to any Action, pending or otherwise, relating to the Business arising on or prior to the Closing Date, including the matters set forth on the Excluded Litigation Schedule; (d) any successor Liabilities relating to the Business; (e) all Liabilities with respect to any Plans or with respect to any current and former equityholders, employees (including the Transferred Employees), independent contractors, or any other Person who has invested in or served in any other capacity for Seller owned and operated or any of its Affiliates, including with respect to any compensation or benefits provided to any such Person, whether provided pursuant to a Plan or any other compensation or benefit plan, program, policy or agreement or otherwise, including, for the Purchased Assets; (iv) claims againstavoidance of doubt, and any Liabilities of, Seller arising out of any actions or inactions Plans; (f) all Excluded Taxes; (g) all Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, fraudulent transfer or similar Laws; and (or any predecessor of Sellerh) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Sellerthat are not Assumed Liabilities. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. (a) Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assumeassume and shall not be responsible to pay, perform or take discharge any Liabilities of any of the Purchased Assets subject to, Sellers or any liability or obligation of their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Each of the Sellers shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liabilities of a Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including, without limitation, the following: fees and expenses of counsel, accountants, consultants, advisers and others; (b) any Liability for (i) trade and accrued LiabilitiesTaxes of a Seller (or any stockholder or Affiliate of a Seller) or relating to the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (ii) bank debt, other secured debt, including capital lease obligations, and debts Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of a Seller pursuant to limited liability company members and related partiesSection 6.14; or (iii) taxes, other Taxes of a Seller (or any stockholder or Affiliate of a Seller) of any kind or description (including payroll taxes, sales taxes, withholding and all other taxes any Liability for Taxes of a Seller (or any stockholder or Affiliate of Seller) 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); (c) any Liabilities relating to or arising out of the period during which Seller owned and operated Excluded Assets; (d) any Liabilities in respect of any pending or, to the Sellers’ Knowledge, threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets; Assets to the extent such Action relates to such operation on or prior to the Closing Date; (ive) any Liabilities of a Seller arising under, relating to, or in connection with any Benefit Plan providing benefits to any present or former employee of a Seller; (f) any Liabilities of a Seller for any present or former employees, officers, directors, retirees, independent contractors or consultants of a Seller, including, without limitation, any Liabilities associated with any claims againstfor wages or other benefits, and bonuses, accrued vacation, workers’ compensation, severance, retention, change in control termination or other payments; (g) any Environmental Claims, or Liabilities ofunder Environmental Laws, Seller to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any actions or inactions omissions of a Seller; (h) any trade accounts payable of a Seller (i) to the extent not accounted for on the Interim Balance Sheet; (ii) which constitute intercompany payables owing to Affiliates of a Seller; (iii) which constitute debt, loans or credit facilities to financial institutions; or (iv) which did not arise in the ordinary course of business; (i) any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders required to be performed prior to the Closing Date; (j) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of a Seller (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 8.03 as Seller Indemnitees; (k) any Liabilities under the Excluded Contracts or any predecessor of Seller) relating other Contracts, including Intellectual Property Agreements, to the period during which extent such Liabilities arise out of or relate to a breach by a Seller owned and operated of such Contracts prior to Closing; (l) any Liabilities associated with debt, loans or credit facilities of a Seller and/or the Purchased AssetsBusiness owing to financial institutions; and (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vim) any Liabilities arising under out of, in respect of or in connection with the Leases through the Closing Date; (vii) failure by a Seller or any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) of its Affiliates to comply with any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of SellerLaw or Governmental Order. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. (a) Notwithstanding anything to the contrary contained herein, other than the Assumed Liabilities, the Seller Parties shall be responsible for all of the Seller Parties’ respective Liabilities not expressly assumed by Buyer under this Agreement, and Buyer shall not assume, or take the Purchased Assets subject toin any way be liable or responsible for, any liability or obligation Liabilities of any kind or nature the Seller Parties (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities includeWithout limiting the generality of the foregoing, without limitation, Buyer shall not assume the following: : (ia) trade and accrued Liabilities; any Liability to pay any Taxes of the Seller Parties or any of their Affiliates, regardless of whether arising in connection with the consummation of the transactions contemplated hereby or otherwise; (iib) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; any Liability of the Seller Parties or their Affiliates for performance under this Agreement or any of the Ancillary Agreements; (iiic) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller any Liability under any Assigned Contract or any Transferring Real Property Lease arising out of any actions facts, circumstances or inactions of Seller (or any predecessor of Seller) relating occurrences existing prior to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by relating to any breach, violation or failure to perform that occurred prior to the Closing; Closing Date (viother than Liabilities in respect of accounts payable or other accruals, for which Section 1.4(g) shall instead apply); (d) any Liabilities Liability under any Real Property Lease that is not a Transferring Real Property Lease; (e) any Liability relating to any Debt of the Seller Parties or their Affiliates (other than, for the elimination of doubt, any trade payables or other obligations arising under the Leases through Assigned Contracts on or following the Closing Date; ); (viif) any Liabilities Liability for any accounts payable or other accruals related to the Business arising under the Transferred Contracts through prior to the Closing Date; ; (viiig) any Liabilities pertaining Liability arising out of the Seller Parties’ or their Affiliates’ obligations under or agreements with any Payment Programs (including pursuant to Seller’s former officers, directors, members, managers, owners, employees, and agents; and any Provider Agreements); (viiih) any and all other Liabilities whatsoever Liability for laboratory testing performance or results, any laboratory or medical malpractice claims or any violation or non-compliance of Seller.any Health Care Law arising from the operation of the Business prior to the Closing Date or, for the avoidance of doubt, from the operation of the Excluded Business at any point in time; (bi) any Liability arising out of or relating to or any Payment Program or any other payor (including Medicare or Medicaid), making any claims or any offsets, withholding funds from Buyer, or requiring Buyer to refund any payments for services rendered on or after the Closing Date, due to overpayments, duplicate payments, fraud, incorrect billing, retroactive denials or for any other reason relating to any action or inaction of the Seller will be solely liable forParties or their Affiliates in connection with the operation of the Business prior to the Closing Date or, for the avoidance of doubt, from the operation of the Excluded Business at any point in time; (j) any Liability relating to or arising from a Security Incident occurring prior to the Closing Date; (k) any Liability relating to or arising from the Excluded Assets or the Excluded Business; (l) any Liability arising under any employee compensation or employee benefit plan adopted by the Seller Parties or their Affiliates including any of the Seller Parent Benefit Plans; (m) any Liability relating to, arising from or in connection with Business Employees or former employees of the Business during all time periods prior to and will paythrough the Closing, dischargeincluding any severance, change in control or other payments triggered upon termination of employment with any Seller Parties in connection with the transactions contemplated by this Agreement; (n) any Liability arising under Environmental Laws or with respect to Hazardous Substances arising from facts, circumstances or conditions, existing, initiated or occurring on or prior to the Closing Date and perform when duerelating to the Business, all Liabilities the Purchased Assets or any real property currently or formerly owned, operated, used or leased by the Seller Parties or their Affiliates; (o) any Liability of the Seller Parties or their Affiliates arising from or relating to the ownership violation of the Purchased Assets through Intellectual Property rights of any Person; (p) any Liability arising out of, related to, or in connection with, any litigation brought by any stockholder of Seller Parent or derivatively in the name of Seller Parent; (q) all Liabilities related to any Action or the defense, settlement or other disposition of any Action occurring prior the Closing Date; or (r) any other Liability of the Seller Parties or their Affiliates that is not specifically included as an Assumed Liability.

Excluded Liabilities. (a) Buyer shall not assumeassume or be obligated to pay, perform or take the Purchased Assets subject to, otherwise discharge any liability or obligation of any kind the Sellers, direct or nature (whether indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued whether or unaccruednot relating to or arising from the Purchased Assets or any rights transferred by the Sellers to Buyer pursuant to the provisions hereof, liquidated (all such liabilities or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, obligations not being assumed being herein called the “"Excluded Liabilities”). Excluded Liabilities include") including, without limitationbut not limited to, the following: : (ia) trade All TGH Indebtedness and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.Indebtedness; (b) Any liabilities of the Sellers in respect of Taxes of the Seller will be solely liable forParties; (c) Any liabilities in respect of Taxes applicable to the Purchased Assets for all periods or activities of the Sellers ending on or before the Closing Date, regardless of when assessed and will payincluding any interest or penalties thereon; (d) Any intercompany payables and other liabilities or obligations of the Sellers to any of their Affiliates or any of the Shareholders or their Affiliates except those set forth in Schedule 2.2; (e) Any costs and expenses incurred by the Seller Parties incident to the negotiation and preparation of this Agreement and their performance and compliance with the agreements and conditions contained herein; (f) Any liabilities or obligations in respect of any Excluded Assets; (g) All liabilities and obligations arising on or prior to the Closing Date which are related to, dischargeassociated with or arising out of (i) the occupancy, operation, use or control of any real property used by any of the Sellers on or prior to the Closing Date, unless such constitute Leased Premises and perform when duethe Real Property Leases are assigned as set forth in Section 4.19(c); or (ii) the operations or businesses of any of the Sellers on or prior to the Closing Date, all Liabilities of Seller in each case incurred under or imposed by any Environmental Laws; (h) All liabilities and obligations arising from or in connection with any tortious conduct or purported tortious conduct of the Sellers or any representative of the Sellers; (i) All liabilities and obligations under any Employee Benefit Plan, any Employment Agreement or any other plans or arrangements for the benefit of any current or former employees of the Sellers or any Affiliate thereof; (j) Any other liabilities or obligations of the Sellers which arise or are asserted or incurred by reason of events, acts or transactions occurring, or the operation of their respective businesses, on or prior to the Closing Date that are not included in Section 2.2; (k) any liability or obligation relating to the ownership any default under any of the Purchased Assets through Assumed Liabilities to the Closing Dateextent such default existed prior to, at, or as a result of, the Closing; or (l) any liability, including any obligation to defend or answer, any of the Litigation listed on Schedule 4.13.

Excluded Liabilities. (a) Notwithstanding anything to the contrary contained in this Agreement, Buyer and its Affiliates shall not assumeassume by virtue of this Agreement or any Other Transaction Agreement, or take the Purchased Assets subject totransactions contemplated hereby or thereby, or otherwise, and shall have no liability for, and Sellers shall retain and be fully responsible for paying, performing and discharging when due, any liability and all Liabilities of Sellers or obligation any of any kind or nature their Affiliates other than the Assumed Liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). ): Without limiting the generality of the foregoing, the Excluded Liabilities include, without limitation, the following: : (a) any Liabilities of Sellers in respect of any Excluded Assets or other assets of Sellers that are not Purchased Assets; (b) (i) trade and accrued Liabilitiesany Liabilities for Taxes imposed with respect to, arising out of or relating to the Purchased Assets, the Assumed Liabilities or the Business that are incurred in, or attributable to, any Pre-Closing Tax Period (such Taxes for a Straddle Period to be allocated in accordance with Section 7.1); (ii) bank debt, other secured debt, including capital lease obligations, and debts any Transfer Tax allocated to limited liability company members and related partiesSellers under Section 7.3; (iii) taxesany Taxes imposed under, including payroll taxesor triggered by, sales taxesany applicable “bulk sales”, withholding and all “bulk transfer” or similar Laws as a result of the transactions contemplated by this Agreement, other taxes relating than Transfer Taxes payable pursuant to the period during which Seller owned and operated the Purchased AssetsSection 7.3; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (withholding Taxes imposed on Buyer or any predecessor of Seller) relating its Affiliates resulting from the transactions contemplated by this Agreement, to the period during which Seller owned and operated the Purchased Assetsextent not withheld pursuant to Section 2.8; (v) Liabilities any Taxes imposed with respect to, arising out of or relating to Seller’s current employees, including compensation, severance any Excluded Asset or Excluded Liability; and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Taxes imposed on the Sellers or any of their Affiliates other than Taxes allocated to Buyer pursuant to this Agreement; (c) any fines and penalties imposed by any Governmental Entity resulting from any act or omission of Sellers and not related to the Purchased Assets and any Liabilities arising under out of, in respect of or in connection with the Leases through the Closing Date; failure by Sellers or any of Sellers’ Affiliates to comply with any Law or Order; (viid) any Liabilities of Sellers arising under as a result of their execution and delivery of this Agreement or any Other Transaction Agreement, the Transferred Contracts through performance of Sellers’ obligations hereunder or thereunder or the Closing Date; consummation by Sellers of the transactions contemplated hereby or thereby; (viiie) any Liabilities pertaining of Sellers or their Affiliates relating to Seller’s current or former officers, directors, members, managers, owners, employees, and agentsemployees or independent contracts of Sellers or its Affiliates; and and (viiif) any and all other Liabilities whatsoever indebtedness for borrowed money of SellerSellers. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. Notwithstanding anything to the contrary in Section 6.5, neither the Acquired Companies nor any Acquired Company Subsidiary shall assume or be obligated to pay, perform or otherwise discharge any of the following Liabilities of ▇▇▇▇▇▇ or its Affiliates (a) Buyer shall all such Liabilities not assume, or take the Purchased Assets subject to, any liability or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, being assumed being herein called the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: ): (ia) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating except to the period during which Seller owned extent constituting Assumed Liabilities pursuant to Sections 6.5(c), (e) and operated (f), all Liabilities of ▇▇▇▇▇▇ and its Affiliates (including all Liabilities in connection with any Action, environmental matters and product Liability for Products sold and recalls of Products) to the Purchased Assets; (iv) claims against, and Liabilities of, Seller extent arising out of any actions the operation of the Business or inactions of Seller (or any predecessor of Seller) relating related to the period during which Seller owned and operated ownership, operation or use of the Purchased Transferred Business Assets; (v) Liabilities , in each case, prior to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.; (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating ▇▇▇▇▇▇ and its Affiliates to the ownership extent arising out of the Purchased operation of the Other ▇▇▇▇▇▇ Businesses or related to the ownership, operation or use of the Excluded Assets through (including the Retained Real Property); (c) all Excluded Taxes; (d) all Liabilities retained by ▇▇▇▇▇▇ and the Continuing Affiliates pursuant to Articles 8 and 9, including any debt arising under Section 75 of the UK Pensions Act 1995 as a consequence of the Business Transfer and any Liability for pension enhancements on the redundancy or early retirement of a Transferred Employee arising in respect of periods of employment prior to the Closing Datethat would transfer to New Mylan or its Affiliates strictly by virtue of the Transfer of Undertakings (Protection of Employment) Regulations 1981 and 2006 of England and Wales; (e) all Financial Indebtedness of ▇▇▇▇▇▇ or any of its Affiliates; (f) all intercompany accounts between ▇▇▇▇▇▇ and any of the Continuing Affiliates, or between any Continuing Affiliate and any other Continuing Affiliate; and (g) all Liabilities of ▇▇▇▇▇▇ and its Continuing Affiliates arising under this Agreement or the Ancillary Agreements or from the consummation of the transactions contemplated hereby or thereby.

Excluded Liabilities. (a) Buyer Notwithstanding anything contained in this Agreement to the contrary, immediately prior to the Closing, the Company shall not assign and Sellers shall assume, or take and from and after such time Sellers shall be responsible for, only the Purchased Assets subject to, any liability or obligation following Liabilities of any kind or nature the Company (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded ): (a) except as specifically listed in Section 2.1, all Liabilities includerelating to any Purchased Assets or the Business accruing, without limitationarising out of, or relating to events, occurrences, pending or threatened litigation, acts, omissions and claims happening or existing prior to the following: (i) trade and accrued Liabilities; (ii) bank debt, other secured debtClosing, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating Liabilities arising from any breach of any Assumed Contract by Sellers or the Company on or prior to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.; (b) Seller will be solely liable forany Liabilities for any Excluded Taxes; (c) any Liabilities relating to the Transferred Employees accruing, arising out of, or relating to events, occurrences, pending or threatened litigation, acts, omissions and will pay, discharge, claims happening or existing prior to the Closing and perform when due, all any Liabilities arising out of Seller arising from or relating to the ownership employment of any directors, employees or other service providers of Sellers or any of their Affiliates (other than the Transferred Employees), regardless of when arising; (d) any Liabilities owed to any Seller or any of their Affiliates other than the Company; (e) any Liability that relates to any Excluded Asset, unless otherwise included in the Final Closing Net Working Capital; (f) any pending product liability or litigation claims relating to the sale of any goods happening prior to the Closing; and (g) any Liability of the Purchased Assets through Company for expenses or fees relating to the Closing Datepreparation, negotiation or entering into of this Agreement, including fees of financial advisors, attorneys, consultants and accountants.

Excluded Liabilities. (a) Buyer Notwithstanding anything to the contrary in this Agreement or otherwise, Purchaser shall not assumeassume or for any reason be deemed to have assumed or be liable for any Claims, Liens, Encumbrances, Interests or take Liabilities of Sellers of any nature whatsoever, whether presently in existence or arising hereafter (other than the Purchased Assets subject Assumed Liabilities), including, but not limited to, any liability or obligation of any kind or nature the following (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: ): (i) trade and accrued Liabilities; all Claims or Liabilities of Sellers that relate to any of the Excluded Assets (including under any Excluded Contracts); (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; the Excluded Environmental Liabilities (regardless of whether such Liabilities are technically Liabilities of any Seller); (iii) taxesany Liability relating to (A) events or conditions occurring or existing in connection with, including payroll taxesor arising out of, sales taxesthe Business as operated prior to the Closing, withholding and all or (B) the ownership, possession, use, operation or sale or other taxes disposition prior to the Closing of any Acquired Assets (or any other assets, properties, rights or interests associated, at any time prior to the Closing, with the Business); (iv) any Liability relating to the period during which Seller owned Acquired Assets based on events or conditions occurring or existing prior to the Closing Date and operated the Purchased Assets; connected with, arising out of or relating to: (ivA) claims againstrelating to employee health and safety, and including claims for injury, sickness, disease or death of any Person or (B) compliance with any applicable Law relating to any of the foregoing; in each case except for any such Liability that may not be discharged by the Sale Order; (v) all Claims or Liabilities of Sellers or for which Sellers or any Affiliate of any Seller could be liable relating to Taxes that are not expressly assumed by Purchaser under Schedule 2.3(d); (vi) all Claims or Liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller or any predecessor of any Seller in connection with, resulting from or attributable to the Bankruptcy Cases or the transactions contemplated by this Agreement or otherwise; (vii) all Indebtedness of any Seller; (viii) all Liabilities of Sellers related to the right to or issuance of any capital stock or other equity interest of any Seller, including any stock options or warrants; (ix) all Liabilities of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the ownership, lease or license of any properties or assets or any properties or assets previously used by Sellers or any predecessor of any Seller at any time, or other actions, omissions or events occurring prior to the Closing and which (A) constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of any rule, regulation, treaty or other similar authority or (B) relate to any and all Claims, disputes, demands, actions, Liabilities, damages, suits in equity or at Law, administrative, regulatory or quasi-judicial proceedings, accounts, costs, expenses, setoffs, contributions, attorneys’ fees or causes of action of whatever kind or character (“Proceeding”) against Sellers, whether past, present, future, known or unknown, liquidated or unliquidated, accrued or unaccrued, pending or threatened; (x) any Liability arising out of any actions or inactions of Seller (Proceeding commenced against Sellers or any predecessor of Seller) any Seller after the Closing and arising out of, or relating to, any occurrence or event happening prior to the period during which Closing; (xi) all Claims or Liabilities with respect to the Employees or former employees (or their representatives) of Sellers or any predecessor of any Seller owned based on any action or inaction occurring prior to and operated including on the Purchased Assets; (v) Liabilities to Seller’s current employeesClosing Date, including payroll, vacation, sick leave, workers’ compensation, severance unemployment benefits, pension benefits, employee stock option or profit sharing plans, health care plans or benefits (including COBRA), or any other employee plans or benefits or other compensation of any kind to any employee, and benefits through obligations of any kind including any Liability pursuant to the Closing Date or otherwise triggered by the Closing; WARN Act; (vixii) any Liability arising under any Employee Benefit Plan or any other employee benefit plan, policy, program, agreement or arrangement (other than an Assumed Plan) at any time maintained, sponsored or contributed to by Sellers or any ERISA Affiliate, or with respect to which Sellers or any ERISA Affiliate has any Liability including with respect to any underfunded pension Liability; provided, that for the avoidance of doubt, all Liabilities arising under the Leases through Assumed Plans shall be assumed by Purchaser pursuant to Section 2.3(c). (xiii) any Liability arising out of or relating to services or products of Sellers to the extent performed, marketed, sold or distributed prior to the Closing; (xiv) any Liability under any Excluded Contract; (xv) any Liability under any employment, collective bargaining agreement, severance, retention or termination agreement with any employee, consultant or contractor (or their representatives) of Sellers, except if an Assumed Liability; (xvi) any Liability arising out of or relating to any grievance by current or former employees of Sellers, whether or not the affected employees are hired by Purchaser; (xvii) any Liability to any shareholder or other equity holder of any Seller, which Liability relates to such Person’s capacity as a shareholder or other equity holder of a Seller; (xviii) any Liability arising out of or resulting from non-compliance or alleged non-compliance with any Law, ordinance, regulation or treaty by Sellers; (xix) any Liability for infringement or misappropriation of any Intellectual Property arising out of or relating to any conduct of any Seller or operation of the Business on or before the Closing; (xx) any Liability of Sellers under this Agreement or any Ancillary Agreements; (xxi) any Liability of Sellers related to all Indebtedness as of the Closing Dateunder the Pre-Petition Loan Documents; (xxii) the Liabilities specifically identified and described on Schedule 2.4(a)(xxii); and (viixxiii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of SellerSellers not expressly assumed by Purchaser pursuant to Section 2.3. (b) Seller will be solely liable forThe parties acknowledge and agree that disclosure of any Liability on any Schedule to this Agreement shall not create an Assumed Liability or other Liability of Purchaser, and will pay, discharge, and perform when due, all Liabilities except where such disclosed Liability has been expressly assumed by Purchaser as an Assumed Liability in accordance with the provisions of Seller arising from or relating to the ownership of the Purchased Assets through the Closing DateSection 2.3.

Excluded Liabilities. (a) Notwithstanding anything to the contrary in this Agreement, the Assumed Liabilities will exclude any other Liability whatsoever not expressly CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. assumed by Buyer shall under Section 1.3, including, but not assume, or take the Purchased Assets subject limited to, any liability or obligation of any kind or nature the following Liabilities, which shall be retained by Seller (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: ): (ia) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes any Liability relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims againstAssets existing prior to Closing, and Liabilities of, Seller arising out of other than any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.Assumed Liability; (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities any Liability of Seller and its Affiliates arising out of or relating to the execution, delivery or performance of any of the Transaction Documents; (c) any Liability relating to or arising out of the Excluded Assets; (d) any Liability under the Assumed Contracts required to be paid, performed, satisfied or discharged or otherwise arising prior to the Closing; (e) any Liability arising from or relating to any action taken by Seller and its Affiliates, or any failure on the ownership part of any Seller and its Affiliates to take any action, at any time after the Purchased Assets through the Closing DateClosing; (f) any Liability of Seller or its Affiliates to any employee or consultant or former employee or consultant of Seller; and (g) any Liability of Seller for any Tax.

Excluded Liabilities. (a) Buyer Notwithstanding any other provision in this Agreement to the contrary, Purchaser shall not assumeassume and shall not be responsible to pay, perform or take the Purchased Assets subject to, discharge any liability Liabilities of Sellers or obligation any of their Affiliates of any kind or nature whatsoever, whether presently in existence or arising hereafter, other than the Assumed Liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Sellers shall be solely responsible for all Excluded Liabilities includeand shall, without limitationand shall cause each of their Affiliates to, pay and satisfy in due course all Excluded Liabilities. Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following: : (i) trade all Liabilities of Sellers arising or incurred in connection with the negotiation, preparation, investigation and accrued Liabilities; performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; all Liabilities of Sellers for Indemnified Taxes; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; Liabilities in respect of any pending or threatened Action; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any all Environmental Claims and all other Liabilities whatsoever under Environmental Laws arising out of Seller.or relating to any actions or omissions of Sellers or any facts, circumstances or conditions existing on or prior to the Closing; (bv) all Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of any Seller will be solely liable for(including with respect to any breach of fiduciary obligations by same); (vi) all Liabilities under the Excluded Contracts; (vii) all Indebtedness of any Seller and all Liabilities associated therewith; (viii) all Liabilities arising out of, and will pay, discharge, and perform when due, in respect of or in connection with the failure by any Seller or any of its Affiliates to comply with any Law or Order; (ix) Liabilities of any kind or nature whatsoever to any direct or indirect investor in C Quadrant or any of its Affiliates; and (x) all Liabilities of any Seller arising from or relating to the ownership extent arising out of the Purchased Assets through the Closing Dateoperation or conduct by such Seller of any business or operating activities.

Excluded Liabilities. (a) Buyer Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume, or take the Purchased Assets subject toand shall be deemed not to have assumed, any liability Liabilities relating to the Business of Sellers or obligation any Affiliate of any kind Sellers except as expressly provided in Section 2.4 hereof or nature (whether known or unknownelsewhere in this Agreement, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or and Sellers and their Affiliates shall be solely and exclusively liable with respect to become due) (a “Liability”) (all such Liabilities, other than the “Assumed Liabilities (collectively, the "Excluded Liabilities”"). Excluded Liabilities include, including without limitation, the following: those Liabilities set forth below: (ia) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding all Liabilities in respect of any and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered Products sold and/or services performed by the Closing; (vi) any Liabilities arising under the Leases through Sellers before the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.including product liability claims; (b) Seller will be solely liable forall Environmental Costs and Liabilities, to the extent arising out of or otherwise related to (i) the ownership or operation by Sellers of the Business on or prior to the Closing Date, (ii) the manufacture by Sellers' or their Subsidiaries at any time of the Products set forth in Exhibit E and will pay(iii) the Excluded Assets or any other real property presently or formerly owned, dischargeoperated, and perform when dueleased or otherwise used by Seller; (c) except to the extent specifically provided in Article IX, all Liabilities of Seller arising from or out of, relating to or with respect to (i) the ownership employment or performance of services, or termination of employment or services by Sellers or any of its Affiliates of any individual before the Closing Date, (ii) workers' compensation claims against Sellers or any of their Subsidiaries that relate to the period before the Closing Date, irrespective of whether such claims are made prior to or after the Closing or (iii) any employee benefit plan of Sellers or their Affiliates; (d) all Liabilities arising out of, under or in connection with Contracts that are not Purchased Contracts and, with respect to Purchased Contracts, Liabilities in respect of a breach by or default of Sellers accruing under such Contracts with respect to any period prior to Closing and all Cure Amounts; (e) all Liabilities arising out of, under or in connection with any Indebtedness of Sellers or any of their Subsidiaries; (f) all Liabilities for (i) Sellers' portion of the Transfer Taxes pursuant to Section 12.1, (ii) Taxes of Sellers that are not Assumed Liabilities, (iii) Taxes that relate to the Purchased Assets through or the Assumed Liabilities for taxable periods (or portions thereof) ending before the Closing Date, including any Taxes allocated to Sellers pursuant to Section 12.2, and (iv) payments under any Tax allocation, sharing or similar agreement (whether oral or written) with respect to which Sellers or any Affiliates are liable; (g) all Liabilities in respect of any pending or threatened Legal Proceeding, or any claim arising out of, relating to or otherwise in respect of (i) the operation of the Business to the extent such Legal Proceeding or claim relates to such operation prior to the Closing Date, or (ii) any Excluded Asset; and (h) all Liabilities relating to amounts required to be paid by Sellers hereunder.

Excluded Liabilities. (a) Except as specifically provided in Section 4.02, Buyer shall not assume, nor be obligated to pay, perform or take the Purchased Assets subject todischarge, any liability Liabilities of Seller or obligation any of any kind its Affiliates, whether actual, contingent or nature (whether accrued, known or unknown, asserted or unassertedwhich Liabilities shall be retained by Seller and its Affiliates, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) as applicable (such Liabilities, retained Liabilities shall hereafter be referred to as the “Excluded Liabilities”). For the avoidance of doubt, and without limiting the generality of the preceding sentence, the Excluded Liabilities include, without limitation, shall include all of the following: : (ia) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes Liabilities arising out of or relating to the period during which Seller owned and operated the Purchased Excluded Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.; (b) all Pre-Closing Payables; (c) all Indebtedness of Seller will be solely liable forand its Affiliates; (d) all Seller’s Transaction Expenses; (e) all Liabilities arising out of or relating to the employment, potential employment or termination of employment of any Person arising out of or relating to the operation or conduct of the Business prior to the Effective Time; (f) all Pre-Closing Taxes; (g) all Liabilities arising out of or relating to the Assumed Business Contracts to the extent such Liabilities (i) arose before the Effective Time or (ii) arose out of or relate to a breach of or default under an Assumed Business Contract that occurred before the Effective Time ((i) and will pay(ii), dischargethe “Excluded Contract Liabilities”); (h) all Liabilities arising out of or relating to any Proceeding (i) pending at the Effective Time or (ii) initiated after the Effective Time to the extent relating to Seller’s ownership of the Acquired Assets or the operation or conduct of the Business prior to the Effective Time; (i) all Liabilities resulting from any products manufactured or sold with respect to the Business, and perform when dueincluding the Business Product, prior to Closing, including any product liability claim or recall; (j) all Liabilities of Seller arising from or relating that are unrelated to the ownership Business; and (k) all Liabilities of the Purchased Assets through the Closing Dateany Affiliates of Seller.

Excluded Liabilities. (a) Buyer shall not assumeassume and shall not be responsible to pay, perform or take discharge any of the Purchased Assets subject tofollowing Liabilities of Sellers or their respective Affiliates (each, any liability or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a an “Excluded Liability”) (such Liabilities, and collectively, the “Excluded Liabilities”). Excluded ): (a) except for the Current Liabilities includeand the Assumed Liabilities, without limitation, the following: (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and any Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to any Seller’s ownership or operation of the period during which Seller owned and operated Business, the Transferred Assets or the Purchased Assets; (v) Liabilities Subsidiary prior to Seller’s current employees, including compensation, severance and benefits through the Closing Date solely to the extent such Liabilities are not within the scope of any representation or otherwise triggered by the Closing; warranty set forth in Article IV (vi) whether or not indemnification with respect to such Liabilities would be available as a result of any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.limitations on indemnification set forth in Article VIII); (b) Seller will be solely liable forany Liabilities to the extent relating to or arising out of the Excluded Assets; (c) all Indebtedness (other than Indebtedness to the extent included in the calculation of Net Working Capital set forth in the Final NWC Statement); (d) all Taxes of Sellers and their respective Affiliates that are attributable to taxable periods (or portions thereof) ending on or prior to the Closing Date (determined, as applicable, in accordance with Section 6.05), any income Taxes of Sellers and their respective Affiliates triggered on the sale of the Transferred Assets or the Transferred Interests, and will payany Transfer Taxes for which Sellers are liable pursuant to Section 6.05 (but excluding, dischargein each case, and perform when due, those Taxes for which Buyer is responsible pursuant to Section 6.05); (e) all Liabilities arising out of Seller arising from or relating to the ownership employment of any Business Employee (or any dependent or beneficiary of any Business Employee) by Sellers and/or their Affiliates, to the Purchased Assets through extent arising out of events occurring solely prior to the Closing Date, including any failure by Sellers or their Affiliates to comply with its obligations under Regulation 13 of TUPE, except to the extent that any such Liabilities are expressly assumed by Buyer under Section 6.01; (f) except for the Assumed Liabilities and any Liabilities set forth in the Transition Services Agreement, any Liabilities of Sellers arising under or in connection with any Benefit Plan providing benefits to any Business Employee prior to the Closing Date; (g) the Liabilities arising under Pre-Closing Warranty Claims solely to the extent set forth in Section 6.28; (h) any Liabilities of the Business relating to or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders issued by the Business’ customers to Sellers or their respective Affiliates on or before the Closing that do not constitute part of the Transferred Assets; and (i) any Liabilities of Sellers arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, including fees and expenses of counsel, accountants, consultants, advisers and others (but excluding those Taxes or the costs and expenses for which Buyer is responsible pursuant to Section 6.05, Section 6.15 and Section 6.16).

Excluded Liabilities. (a) Notwithstanding any provision in this Agreement or any other writing to the contrary, the Buyer shall is not assume, or take the Purchased Assets subject to, assuming any liability or obligation Liability of any kind Seller of whatever nature, whether presently in existence or nature arising hereafter, except for the Liabilities described in Exhibit B, which Buyer hereby assumes effective as of the Closing, defined below. Except for the Liabilities described in Exhibit B, all such Liabilities shall be retained by and remain Liabilities of the applicable Seller (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or all such Liabilities not being assumed being herein referred to become due) (a “Liability”) (such Liabilities, as the “Excluded Liabilities”). The Excluded Liabilities shall include, without limitation, the following: (i) trade and accrued Liabilities; any Liability of any Seller for or on account of income, transfer, sales, use, state or other Taxes (including transfer, documentary, sales, use stamp, registration, any conveyance fees or recording charges or any other Tax incurred in connection with the Contemplated Transactions), (ii) bank debtany Liability of any Seller for the unpaid Taxes of any other Person as a transferee or successor, other secured debtby contract, including capital lease obligationsor otherwise, and debts to limited liability company members and related parties; (iii) taxesany Liability under any employee benefit plan, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Liability for any Taxes incurred by any Seller relating to or arising out of any actions or inactions of Seller (or any predecessor of Seller) relating period prior to the period during which Seller owned and operated the Purchased Assets; Closing, (v) Liabilities to any Liability in respect of any Debt of any Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; contingent liabilities, (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; Liability of a Company to an Affiliate of a Company or to its stockholders or owners, (viii) any Liabilities pertaining of a Company’s Affiliates, (ix) any Company Employee Plan, (x) any Liability relating to Seller’s former officerscompliance with Legal Requirements by a Company, directorsemployee Liabilities and breaches of any of the Contracts prior to the Closing, members(xi) Liabilities in respect of Seller Transaction Expenses, managers, owners, employees, and agents(xii) the Excluded Assets; and (viiixiii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to account receivables relating to the ownership pre-Closing operations of the Purchased Assets through the Closing DateBusiness.

Excluded Liabilities. (a) Buyer Except for the Assumed Liabilities, the Purchaser shall not assume, assume or take be liable for any Liabilities of the Purchased Assets subject to, any liability Sellers or obligation of any kind or nature their Affiliates (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). , which Liabilities shall be retained by and remain Liabilities of the Sellers or their Affiliates to be satisfied and discharged by the Sellers or their Affiliates in accordance with their respective terms, including the following Excluded Liabilities: (a) any Liabilities includeto the extent relating to any Excluded Assets or Sellers’ Other Businesses; (b) any Liabilities of the Sellers or their Affiliates to indemnify, without limitationor to advance or reimburse the fees, costs and expenses in relation to indemnifiable claims of any directors, officers, employees or agents of the following: Sellers or any of their Affiliates relating to, arising out of or resulting from their conduct in such capacities prior to the Closing; (c) any Intercompany Payables and Intercompany Agreements; (d) any Indebtedness outstanding as of immediately prior to the Closing; (e) any Liabilities relating to (i) trade Taxes of the Sellers or their Affiliates for any period or relating to, arising out of or resulting from the Transferred Assets or the Business for any period or portion thereof ending on or prior to the Effective Time and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; one-half of any Transfer Taxes; (iiif) taxes, including payroll taxes, sales taxes, withholding and all other taxes any Excluded Employee Liabilities; (g) any Liabilities for Transaction Expenses; (h) any Liabilities for (i) Losses relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller any Actions arising out of or relating to any actions period prior to the Closing and (ii) any fees, costs and expenses incurred in connection with any of the foregoing; (i) except as otherwise provided in this Agreement or inactions of Seller the Transaction Documents, any Liabilities for or in connection with (i) any products or services developed and available for sale, sold or provided by the Sellers or any predecessor of Sellertheir Affiliates or (ii) any Works in Progress, in each case on or prior to the Closing Date, including product liability claims, intellectual property infringement claims or warranty, repair and other obligations; provided, however, that the Sellers shall not be responsible for any product liability claims or warranty or repair obligations for or in connection with any component that was a Work in Progress if and after such component ceases to be a Work in Progress; (j) any Liabilities retained by the Sellers or their Affiliates under the Sublease; (k) any other Liabilities arising out of, relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities or resulting from any current, former or prospective Business Service Provider with respect to Seller’s current employees, including compensation, severance and benefits through his/her services or termination of services at or before the Closing Date (including as a result of the consummation of the Contemplated Transactions) with the Sellers or otherwise triggered by the Closingany of their Affiliates; and (vil) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officersout of, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Dateor resulting from Covered Claims.

Excluded Liabilities. (a) Notwithstanding Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assumeassume and shall not be responsible to pay, perform or take the Purchased Assets subject to, discharge any liability Liabilities of Seller or obligation any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Seller shall pay and satisfy in due course all Excluded Liabilities. Without limiting the generality of the foregoing, the Excluded Liabilities includeshall include the following: (a) all trade accounts payable of Seller to third parties in connection with the Business that remain unpaid as of the Closing Date; (b) any Liability of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including, without limitation, the following: fees and expenses of counsel, accountants, consultants, advisers and others; (c) any Liability for (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions Taxes of Seller (or any predecessor stockholder or Affiliate of Seller) or the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (ii) Taxes that arise out of the consummation of the transactions contemplated hereby; or (iii) other Taxes of Seller (or any stockholder or Affiliate of Seller) of any kind or description (including any Liability for Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (d) any Liabilities relating to or arising out of the Excluded Assets; (e) any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date; (f) any product liability or similar claim for injury to a Person or property that arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Seller, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Seller prior to the Closing Date, irrespective of whether such claim or resulting Liability arose prior to, on or after the Closing; (g) any recall, design defect or similar claims of any products manufactured or sold or any service performed by Seller prior to the Closing Date, irrespective of whether such claim or resulting Liability arose prior to, on or after the Closing; (h) any Liabilities of Seller arising under or in connection with any Seller Employee Plan, irrespective of whether such Liabilities arose prior to, on or after the Closing; (i) any Liabilities of Seller for any present or former Seller Employee, officers, directors, retirees, independent contractors or consultants of Seller, including any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments; (j) any Liabilities with respect to the Continuing Employees that relate to the period prior to the Closing or that arise on or prior to the Closing; (k) all Liabilities under Seller’s 2017 Non-Qualified Equity Incentive Plan, the 2003 CardioTech Stock Incentive Plan and any employee stock ownership plan or program; (l) any Liabilities and obligations related to the provision of notice or payment in lieu of notice and applicable penalties under the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) or any comparable state or local Law or any similar provision in a collective bargaining agreement related to termination for which the initial provision of notice occurs on or prior to the Closing Date; (m) any Liabilities and obligations related to wages, bonuses, commissions, independent contractor payments, payroll, workers’ compensation, unemployment benefits, stay, change of control, severance, bonus or similar payments due by Seller to any Person under any plan, agreement or arrangement of Seller which obligation, in each case, either arises at or prior to the Closing, 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 employer Taxes that are payable in connection with or as a result of the payment of such liability or obligation; (n) any Liabilities and obligations relating to the period during which classification by Seller owned of any Person who has performed services to, for or on behalf of the Business prior to the Closing as an employee or an independent contractor, or as an exempt or non-exempt employee under the Fair Labor Standards Act of 1938, as amended, and operated comparable state and local Laws; (o) any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing Date, including any post-Closing migration or degradation of Hazardous Materials; (p) any Liabilities of the Business relating to or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets; (v) Liabilities Assets issued by the Business’ customers to Seller’s current employees, including compensation, severance and benefits through the Closing Date Seller on or otherwise triggered by before the Closing; (viii) did not arise in the ordinary course of business; or (iii) are not validly and effectively assigned to Buyer pursuant to this Agreement; (q) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of Seller (including with respect to any breach of fiduciary obligations by same) (other than pursuant to any Assumed Contracts); (r) any Liabilities under any Contracts (other than Assumed Contracts) (i) that are not validly and effectively assigned to Buyer pursuant to this Agreement, or (ii) to the extent such Liabilities arise out of or relate to a breach by Seller of such Contracts prior to Closing; (s) any Liabilities associated with debt, loans or credit facilities of Seller or the Business, owing to financial institutions or other third parties; and (t) any Liabilities arising under out of, in respect of or in connection with the Leases through the Closing Date; (vii) failure by Seller or any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) of its Affiliates to comply with any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of SellerLaw or Governmental Order. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. (a) Buyer Purchaser shall not assume, have no responsibility or take liability for any liabilities or other obligations of Seller other than the Purchased Assets subject to, any liability or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Assumed Liabilities, and all liabilities and other obligations of Seller other than the Assumed Liabilities shall remain obligations of Seller (the “Excluded Liabilities”). Without limiting the foregoing, Excluded Liabilities shall include, without limitation, the following: (i) trade and accrued Liabilities; any Liabilities of the Seller pursuant to the WARN Act relating to the action or inaction of any Party in connection with the transaction contemplated hereby, (ii) bank debt, other secured debtany Liabilities (x) related to or arising out of the employment or termination of employment by Seller or its controlled Affiliates of any current or former employee or retiree of Seller, including capital lease obligationsany Employee of Seller (and any dependents or beneficiaries thereof) or (y) related to, and debts arising out of or under any compensation or employee benefit plan, program or arrangement sponsored, maintained or contributed to limited liability company members and related parties; by Seller or any of its Affiliates, including, without limitation, the Employee Benefit Plans, in each case, whether arising prior to, on or after the Closing Date, (iii) taxesany Liabilities related to or arising out of accounts payable, including payroll taxeswithout limitation those payable to Seller’s Affiliates, sales taxesand other accrued liabilities in respect of periods prior to the Closing Date, withholding and all other taxes (iv) any Taxes (whether assessed or unassessed) of or relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the Business or the Transferred Assets for any taxable period during which (or portion thereof) ending on or prior to the Closing Date, or arising or incurred with respect to the operations of the Seller owned and operated prior to the Purchased Assets; Closing Date, (v) Liabilities to Seller’s current employeesshare of Transfer Taxes as set forth in Section 7.12(e), including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under derived or resulting from or relating to the Leases through matters set forth on Schedule 5.6 hereto or Liens expunged with respect to the Closing Date; Transferred Assets by the Sale Order, (vii) any Liabilities related to or arising under out of any investigations or proceedings of the Transferred Contracts through U.S. Customs and Border Protection with respect to the Closing Date; Seller or the Business and (viii) any Liabilities pertaining to Seller’s former officerspursuant to, directorsor under, membersthe Indenture dated March 23, managers2005, ownersamong Escada AG, employeesthe Subsidiary Guarantors named therein, The Bank of New York and agents; and AIB BNY Fund Management (viiiIreland) any and all other Liabilities whatsoever of SellerLimited. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. (a) Neither Buyer nor any Buyer Designee shall not assumeassume or be obligated to pay, perform or take the Purchased Assets subject tootherwise assume or discharge any liabilities or obligations of Seller or any of its Affiliates, any liability whether direct or obligation of any kind or nature (whether indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or except for the Assumed Liabilities (all of such liabilities and obligations not so assumed being referred to become due) (a “Liability”) (such Liabilities, herein as the “Excluded Liabilities”). Excluded Liabilities include, without limitationFor the avoidance of doubt, the following: (i) trade parties agree that, except for the Assumed Liabilities, Seller and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, its Subsidiaries shall retain the liabilities and debts to limited liability company members obligations arising from the conduct and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated operation of the Purchased Assets; (iv) claims against, Business and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through on and prior to the Closing Date, and that the Excluded Liabilities include, but are not limited to, any and all liabilities or obligations set forth or described in paragraphs (a) through (n) below, and all liabilities and obligations arising from the conduct of Seller’s and its Subsidiaries’ businesses other than the Purchased Business (to the extent of the Purchased Assets and the Assumed Liabilities) and ownership of the Excluded Assets, in each case, whether or not any such liability or obligation has a value for accounting purpose or is carried or reflected on or specifically referred to in Seller’s or the applicable Subsidiary’s books or financial statements: (a) the unpaid vacation, personal days and floating holidays accrued by Transferred Employees; (b) any Excluded Taxes; (c) any Environmental Liabilities; (d) any and all liabilities or obligations arising out of or related to any Excluded Asset, including any Premises and including where such liabilities or obligations may be otherwise borne by Buyer by operation of law (except as explicitly identified as an Assumed Liability); (e) any liabilities or obligations under any Contract, Licenses or Government Permits arising out of or relating to any failure by Seller or any Affiliate to perform, breach, default, violation thereof occurring on or prior to the Closing Date; (f) any customer rebate or similar incentive obligation with respect to sales of products of the Purchased Business on or before the Closing Date; (g) any trade payables (except to the extent they relate to Purchased Assets to be delivered to Buyer after the Closing Date), indebtedness for borrowed money or guarantees thereof of Seller and its Subsidiaries or intercompany obligations of Seller or any Subsidiary; (h) any and all liabilities or obligations relating to or in connection with (i) the employment and any termination of such employment by Seller or any Subsidiary of any employee or former employee of Seller or a Subsidiary on or before the Closing Date; and/or (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 of Seller or an Affiliate of Seller or any ERISA Affiliate and/or (iii) any liability arising out of Seller’s or any Affiliate’s obligations to inform, notify or consult any employee of Seller or any Affiliate or their appropriate representatives concerning the sale of the Purchased Business and all liabilities, obligations, costs claims and demands arising from or in respect of such liability or obligation; (i) any and all liabilities or obligations in connection with, or relating to, any actions, suits, claims or proceedings against Seller or any Subsidiary which arise or accrue on or before the Closing Date; (j) any benefit liabilities 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 or a Subsidiary or their dependents arising from a qualifying event occurring on or before the Closing Date; (k) any liabilities of the Benefit Plans; (l) any liabilities relating to or arising from violations of applicable Law by Seller or any Affiliate prior to or on the Closing Date; and (m) all costs and expenses incurred by Seller or an applicable Subsidiary incident to the negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein.

Excluded Liabilities. (a) Buyer shall not assume, or shall not take the Purchased Assets subject toto and shall not be liable for, any liability liabilities or obligation obligations of any kind or nature (nature, whether absolute, contingent, accrued, known or unknown, asserted of Sellers or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) any Affiliate of Sellers (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities include, without limitationincluding, but not limited to, the following: : (ia) trade and accrued Liabilities; Any liabilities or obligations incurred, arising from or out of, or in connection with Sellers’ operations (ii) bank debtincluding but not limited to those liabilities set forth on Schedule 2.5 of the Disclosure Schedule), other secured debtthe condition of their respective assets or places of business, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated or their respective ownership of the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating occurring prior to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) , or the issuance, sale, repayment or repurchase of any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Sellertheir respective securities. (b) Seller will be solely liable forAny liabilities or obligations incurred, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating out of, in connection with or as a result of any alleged or actual defect in any product or in connection with any alleged or actual breach of warranty (whether express or implied) in relation to the ownership of the Purchased Assets through any product sold by Sellers prior to the Closing Date. (c) Any liabilities or obligations (whether assessed or unassessed) of Sellers for any Taxes, including any Taxes arising by reason of the transactions contemplated herein, as of, or for any period ending on or prior to, the Closing Date. (d) Any fees and expenses of Sellers in connection with the transactions contemplated herein. (e) Any liabilities or obligations to or with respect to former or current officers, directors, employees, consultants or Affiliates of Sellers, including without limitation any liabilities or obligations of Sellers in connection with (1) any profit-sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, severance, welfare or incentive plan, agreement or arrangement, (2) any plan, agreement or arrangement providing for “fringe benefits” or perquisites to employees, officers, directors or agents, including but not limited to, benefits relating to company automobiles, clubs, vacation, child care, parenting, sabbatical, sick leave, medical, dental, hospitalization, life insurance and other types of insurance, (3) any retiree health or other benefit plan, agreement or arrangement,

Excluded Liabilities. (a) Buyer Purchaser and its Affiliates shall not assume, or take have no obligations with respect to any of the Purchased Assets subject to, any liability or obligation following Liabilities of any kind or nature member of the Seller Group, and the applicable member of the Seller Group shall remain responsible for paying, performing and discharging when due all such Liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”): (a) All Liabilities of Seller and the other members of the Seller Group to the extent either arising out of or relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Seller is responsible pursuant to Section 7.1(iii). Excluded ; (c) All Liabilities includeagreed to be performed by Seller or any member of the Seller Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities (other than Liabilities for Taxes) resulting from the manner of conducting the Pre-Closing Restructuring; (e) Any Indebtedness (other than any intercompany Indebtedness solely between members of the Alkali Group) of the Seller Group, of the Alkali Group or of the Business; (f) All out-of-pocket expenses of any member of the Seller Group arising or incurred prior to the Closing in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Agreement and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants and advisers; (g) Except to the following: extent set forth on Section 5.7 of the Seller Disclosure Schedule, all intercompany Liabilities or intercompany payables between any member of the Seller Group, on the one hand, and any member of the Alkali Group, on the other hand, of any kind or nature; (h) Except as otherwise set forth in this Agreement, all Liabilities under (i) trade the Seller Benefit Plans and accrued Liabilities; (ii) bank debtany other “employee benefit plan” (within the meaning of Section 3(3) of ERISA), other secured debtthan any Business Employee Plans, including capital lease obligations, and debts with respect to limited liability company members and related partieswhich Seller has any Liability; and (iiii) taxes, including payroll taxes, sales taxes, withholding All Liabilities of Seller under the Revenue Bonds (except for any and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and such Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership a breach of the Purchased Assets through the Closing DateSection 5.16 by Purchaser).

Excluded Liabilities. (a) Buyer shall Except for the Assumed Liabilities, Purchaser will not assumeassume and will not be responsible to pay, perform, satisfy, or take discharge when due any of the Purchased Assets subject tofollowing Liabilities of Seller or any of its Affiliates, any liability whether such Liabilities arise or obligation of any kind or nature (whether known or unknownare asserted before, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidatedat, or due or to become due) after the Closing (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). , and all such Excluded Liabilities include, without limitation, will remain the following: exclusive responsibility of Seller or its applicable Affiliates:‌ (i) trade all Liabilities that have arisen or may arise with respect to: (A) any employee benefit plan, employment agreement, or other arrangement of Seller, any Affiliate of Seller or any of their respective ERISA Affiliates providing any type of compensation to any former or current employee of Seller, any Affiliate of Seller, or any of their respective ERISA Affiliates, including any obligation or Liability for providing continuation coverage under and accrued Liabilitiescomplying with Section 4980B of the Code, Sections 601 through 608 of ERISA, and any applicable state Law of similar intent with respect to any individual who either prior to, on or after the Closing Date was covered under any group health plan contributed to or maintained by Seller, any Affiliate of Seller, or any of their respective ERISA Affiliates, or who will otherwise be an “M&A Qualified Beneficiary” (as such phrase is defined in Treasury Regulation Section 54.4980B-9, Q&A-4) in connection with the transactions contemplated by this Agreement; and (B) any current or former employee, independent contractor, or consultant of Seller, any Affiliate of Seller, or any of their respective ERISA Affiliates; (ii) bank debtall Liabilities of Seller and any of its Affiliates relating to, other secured debtresulting from, including capital lease obligationsor arising out of the Project Contracts or Project Real Property Agreements not expressly assumed by Purchaser pursuant to Section 2.1.3, and debts all Liabilities relating to, resulting from, or arising out of Contracts relating to limited liability company members and related parties; the Project, the Project Assets, or the Project Site which are not Project Contracts or Project Real Property Agreements; (iii) taxesall Liabilities of Seller and any of its Affiliates under the Project Permits (other than Purchaser Permits) not expressly assumed by Purchaser pursuant to Section 2.1.3, including payroll taxes, sales taxes, withholding and all other taxes Liabilities under Permits relating to the period during Project, the Project Assets, or the Project Site which Seller owned and operated the Purchased Assets; are not Project Permits; (iv) claims againstall Liabilities arising or accruing on, prior to, or after the Closing relating to Construction Costs; (v) all Pre-Closing Taxes and Seller Income Taxes with respect to the transfer of the Project Assets pursuant to this Agreement; (vi) all Liabilities ofin any way relating to, Seller resulting from, or arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Excluded Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; and (vii) any Liabilities Liability relating to, resulting from, or arising under the Transferred Contracts through the Closing Date; (viii) out of any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership portion of the Purchased Project Assets through with respect to which Project Substantial Completion has not occurred, unless and until the Closing DateFinal Completion Date occurs with respect thereto.

Excluded Liabilities. (a) Except for the Assumed Liabilities, Buyer shall not assumeassume and shall not be responsible to pay, perform or take discharge any of, and Veru shall timely pay, perform, satisfy and discharge in accordance with their respective terms, the Liabilities of Veru (including any arising out of, relating to or otherwise in respect of the Business or the Purchased Assets subject toprior to the Closing), any liability or obligation of any kind or nature including the following (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “"Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: "): (i) trade and accrued Liabilities; any Liabilities relating to or arising out of the Excluded Assets; (ii) bank debt, other secured debt, including capital lease obligations, all Indebtedness of Veru and debts to limited liability company members and related parties; its Affiliates; (iii) taxes, including payroll taxes, sales taxes, withholding and any Liability for Indemnified Taxes; (iv) all other taxes Liabilities arising out of or relating to the period during which Seller owned and operated Assumed Business Contracts that are not Assumed Liabilities, including any Liabilities associated with the Purchased Assets; McKesson Dispute; (ivv) claims against, and all Liabilities of, Seller arising out of or relating to any actions Proceeding (i) pending at the Effective Time or inactions (ii) initiated after the Effective Time to the extent relating to Veru's ownership of Seller (the Purchased Assets or any predecessor the operation or conduct of Seller) the Business prior to the Effective Time, and all Liabilities arising out of or relating to Claims relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employeesbankruptcy of The Pill Club Holdings, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; Inc.; (vi) all Liabilities resulting from any Liabilities arising under products manufactured or sold with respect to the Leases through Business, including the Closing Date; Products, prior to Closing, including any product liability claim or recall; (vii) any Liabilities arising under of Veru relating to the Transferred Contracts through conduct or operation of any business of Veru other than the Closing Date; Business; (viii) any Liabilities pertaining of Veru arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers, brokers, investment bankers and others; and (ix) any Liabilities of Veru with respect to Seller’s (A) any employees or former officersemployees of ▇▇▇▇ (including, directorsfor the avoidance of doubt, members, managers, owners, employees, and agents; any change of control bonus or severance obligations of Veru with respect to employees or former employees of Veru) and (viiiB) any and all other Liabilities whatsoever of Sellerthe Business Benefit Plans. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. (a) Buyer Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Newco shall not assumeassume and shall not be responsible to pay, perform or take the Purchased Assets subject to, discharge any liability Liabilities of Seller or obligation any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities includewhich they are obligated to pay and satisfy. The Excluded Liabilities shall include the following: (a) any Liabilities of Seller based upon, arising out of or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby, including, without limitation, the following: fees and expenses of counsel, accountants, consultants, advisers and others; (b) any Liabilities for (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions Taxes of Seller (or any predecessor stockholder or Affiliate of Seller), (ii) Taxes relating to the period during which Business, the Contributed Assets or the Assumed Liabilities for any Pre-Closing Tax Period or (iii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Seller owned and operated pursuant to Section 6.11; (c) any Liabilities relating to or arising out of the Purchased Excluded Assets; ; (vd) any Liabilities in respect of any pending or threatened Action arising out of, relating to Seller’s current employees, including compensation, severance and benefits through or otherwise in respect of the operation of the Business or the Contributed Assets to the extent such Action relates to such operation prior to the Closing Date Date; (e) any Liabilities of Seller arising under or otherwise triggered in connection with the employment, or termination of employment of any employee prior to the Closing Date; (f) any Liabilities arising out of, in respect of or in connection with the failure by Seller or any of its Affiliates to comply with any Law or Governmental Order; (g) any Liabilities based upon, arising out of or with respect to any employee’s employment (or the termination of such employment) with, or any independent contractor’s engagement (or the termination of such engagement) by Seller that incurred prior to the consummation of the Closing; (h) any Liabilities of Seller based upon, arising out of or with respect to: (i) any Environmental Law that occurred prior to the consummation of the Closing; (viii) any fine, penalty or other cost assessed by a Governmental Authority in connection with the violation of a Permit that accrued or arose prior to the consummation of the Closing or that arose out of the ownership, operation or use of the Contributed Assets or the Business prior to the consummation of the Closing; and (iii) any environmental exposures, injuries or accidents (including property damage, natural resource damage or personal injuries that may have resulted therefrom) that accrued or arose prior to the consummation of the Closing: (A) involving Hazardous Materials prior to the consummation of the Closing; or (B) that arose out of the ownership, operation or use of the Contributed Assets or the Business prior to the consummation of the Closing; (i) any Liabilities of Seller based upon, arising under out of or with respect to any product shipped, or product liability claim arising out of any fact occurring, prior to the Leases through consummation of the Closing Date; Closing; (viij) any Liabilities based upon, arising under or with respect to the Transferred Contracts through operation of the Business, or the operation or use of the Contributed Assets, in each case, prior to the consummation of the Closing Date; (viiior which may be asserted against or imposed upon Buyer as a successor or transferee of Seller as an acquirer of the Contributed Assets or the Business or otherwise as a matter of law) and any other obligation or liability based upon, arising under or with respect to events or conditions occurring at or prior to the Closing; (k) any Liabilities pertaining based upon, arising under or with respect to Seller’s former officersproduct warranty reserves, directors, members, managers, owners, employees, extended warranties and agents; and other customary warranties related to the Business; (viiil) any and all Liabilities based upon, arising under or with respect to the Excluded Assets or the ownership, operation or use of any of the businesses or assets of Seller or any of its Affiliates, other Liabilities whatsoever of Seller.than the Business, whether before, at or after the Closing; and (bm) Seller will any Liabilities based upon, arising out of or with respect to the Contributed Assets or the Business or the ownership, jurisdiction or use thereof by any Person at any time prior to or as a result of the consummation of the Closing (or which may be solely liable for, and will pay, discharge, and perform when due, all Liabilities asserted against or imposed upon Buyer as a successor or transferee of Seller arising from or relating to the ownership as an acquirer of the Purchased Contributed Assets through or the Closing DateBusiness or otherwise as a matter of Law), other than the Assumed Liabilities.

Excluded Liabilities. (a) Notwithstanding anything to the contrary contained in this Agreement and regardless of whether such Liability is disclosed herein or on any schedule hereto, Buyer shall will not assume, assume or take in any way be responsible for any Liabilities of any Seller or any of their respective Affiliates or any other Liabilities whatsoever related to the ownership or operation of the Business or the Purchased Assets subject to, by any liability Seller or obligation any of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) their respective Affiliates (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities include, without limitationWithout limiting the generality of the foregoing, the following: “Excluded Liabilities” include the following Liabilities of any Seller or any Affiliate of any Seller: (i) trade and accrued Liabilities; all Liabilities in respect of (A) any breach of any Contract of any Seller or any Affiliate of any Seller, (B) any violation of law, breach of warranty, tort or infringement of any such Contract, or (C) any related charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand; (ii) bank debtLiabilities for any claims (whenever made) or proceedings arising out of, other secured debtrelating to, resulting from or caused by any products or applications manufactured, serviced, distributed or sold by any Seller or any of its Affiliates to any customer (including capital lease obligations, and debts to limited liability company members and related parties; (iiiany Target Customer) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating with respect to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller Business (or any predecessor thereof) or any other business of Sellerany Seller or any of its Affiliates or otherwise with respect to the operation of the Business or any other business of any Seller or any of its Affiliates at any time, including any Transition Period Liability; (iii) Liabilities with respect to all Taxes, including all Taxes of Sellers or any of their Affiliates relating to their ownership or operation of the period during which Seller owned and operated Business and/or the Purchased Assets; , all Transfer Taxes and all Taxes arising out of or relating to any of the transactions contemplated hereby; (iv) Liabilities of Sellers or any of their Affiliates for costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby, including Liabilities for fees and/or expenses to a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby based upon any alleged agreement, arrangement or understanding between the claimant and such Seller or any of its Affiliates, on the one hand, or any of their agents or representatives, on the other hand; (v) Liabilities of Sellers or any of their Affiliates under or pursuant to Seller’s current employeesthe Transaction Documents; (vi) Liabilities arising out of or relating to the Excluded Assets; (vii) Liabilities (including any claim of any governmental agency, including compensationany trustee, severance any fiduciary, any plan administrator, any person dealing with any Plan, any employee or any beneficiary and benefits through without regard to whether such Liability arises prior to or after the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through results from an event, prior to or after the Closing Date) which relate to (A) any program, plan, policy or arrangement (whether or not terminated), (w) which is or has been maintained, established, or offered by any Seller or any of their Affiliates, (x) to which any Seller or any of their Affiliates contributes or has contributed, (y) to which any Seller or any of their Affiliates has or has had any obligation to contribute, or (z) to which any Seller or any of their Affiliates has or has had any Liability or potential Liability, including with respect to any Plan; (viiB) any Liabilities arising under Liability relating to any such program, plan, policy, or Plan, which may result as a violation of law or (C) any Liability, including any potential or actual Liability, relating to any failure to comply with the Transferred Contracts through requirements of law or any collective bargaining agreement (including the Closing Date; Elk Grove Village CBA); (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising resulting from or relating to (A) any claims, indemnification claims, warranty claims, rebates, refunds, payments, actions, investigations or proceedings (whenever arising) relating to products or applications manufactured, merchandised, distributed, sold or delivered by or services rendered by any Seller or any of their Affiliates (or any predecessors), regardless of whether any such Liability is disclosed herein or in any schedule hereto, and (B) any other claims, actions or proceedings of any nature pending or threatened against any Seller or any of their Affiliates (or any predecessors), regardless of whether any such Liability is disclosed herein or in any schedule hereto; (ix) duties and Liabilities relating to any claims by current or former employees or independent contractors (including dependents, spouses and other beneficiaries thereof) of any Seller or any of their Affiliates (or any predecessors), including such duties and Liabilities for: (A) medical costs and expenses, and (B) costs, expenses and other Liabilities under any workers compensation laws, regulations, requirements or programs; (x) duties, contributions and Liabilities relating to any claims for notice, pay in lieu of notice, severance pay, vacation pay, bonus, commissions, overtime pay, death, disability or other health or welfare (including any post-retirement benefits to any current or former employee) or fringe benefits, including any benefit offered or available under any Plan; (xi) contributions, premiums, duties and Liabilities relating to any Seller or any of their Affiliates’ obligation to contribute to any Plan (regardless of when any such contribution is required to be made); (xii) duties and Liabilities to the ownership extent relating to or arising from any underlying fact, event or condition at any past or present facility (including the Elk Grove Village Facility), property or operation of any Seller or any of their Affiliates (or any predecessors), including any such duty or other Liability arising under Environmental and Safety Requirements and any such duty or other Liability which at any time interferes with or prevents continued compliance with, or gives rise to any investigation Liability under, any Environmental and Safety Requirements, irrespective of whether such Liabilities attach to Buyer or Seller or any Affiliate of Seller in the first instance; (xiii) Liabilities for any Indebtedness of any Seller or any of their Affiliates; (xiv) any obligation of any Seller or any of their Affiliates to indemnify any Person by reason of the fact that such Person was a director, officer, employee or agent of such Seller or such Affiliate or was serving at the request of such Seller or such Affiliate as a partner, trustee, director, officer, employee or agent of another Person (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 statute, charter document, bylaw, agreement or otherwise); (xv) all accounts payable and accrued liabilities; (xvi) any non-compliance by any Seller or any of their Affiliates with respect to any applicable sale of an enterprise or bulk sales legislation in connection with the sale, transfer and assignment of the Purchased Assets through by such Seller or such Affiliate to Buyer contemplated hereby; (xvii) Liabilities related to or arising from Sellers’ Other Businesses; (xviii) Liabilities for violations of any Laws; and (xix) Liabilities for the actions or omissions of any Seller. Notwithstanding anything to the contrary contained herein, “Excluded Liabilities” shall not include, to the extent not a Transition Period Liability, (A) any Liability to the extent relating to the shutdown, decommissioning or preparation for shut down of the Purchased Assets or (B) any Liability to the extent relating to or arising from Buyer’s operation of the Purchased Assets after the Closing Date.

Excluded Liabilities. (a) Buyer shall not assumeExcept for the Assumed Liabilities, and except as otherwise provided in this Agreement, Seller shall, without any responsibility or liability of, or take the Purchased Assets subject torecourse to Purchaser or any of its directors, shareholders, officers, employees, agents, consultants, representatives, affiliates, successors, or assigns, absolutely and irrevocably retain any liability or obligation and all liabilities and obligations of any kind or nature (nature, whether foreseen or unforeseen, known or unknown, asserted existing or unassertedwhich may arise in the future, absolute fixed or contingent, accrued matured or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, unmatured of Seller arising out of any actions (a) the ownership, use or inactions possession of Seller (the Assets, or any predecessor the operation or conduct of Seller) relating the Business, prior to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date (the "EXCLUDED LIABILITIES"). The Excluded Liabilities shall include, but not be limited to: (a) all litigation and claims described in the Schedules to this Agreement or otherwise triggered by hereafter commenced based on the Closing; (vi) any Liabilities arising under acts or omissions of Seller or the Leases through Subsidiaries or the condition of the Assets prior to the Closing Date; ; (viib) any Liabilities arising under the Transferred Contracts through patent infringement claims, or product liability claims with respect to any products shipped by Seller prior to the Closing Date; ; (viiic) any Liabilities pertaining claims asserted against Seller, any Subsidiary, or Purchaser arising from the spilling, leaking, pumping, pouring, emitting, emptying, discharging, releasing, injecting, escaping, leaching, dumping, disposing, storing or placing materials or substances into, or otherwise causing damage to Seller’s former officers, directors, members, managers, owners, employeesthe environment based on acts or omissions of Seller prior to the Closing Date, and agents; any claims asserted against Seller, any Subsidiary, or Purchaser under any federal, state or local statute, regulation or ordinance in any way related to the protection of the environment based on acts or omissions of Seller prior to the Closing Date; (d) except as otherwise provided in Article 5, all liabilities or obligations of any nature to any of Seller's employees or former employees or consultants or former consultants, including those employed or formerly employed or engaged in the Business by Seller or the Subsidiaries, including without limitation workers compensation, disability and medical benefits payable as a matter of law, contract or pursuant to benefit programs or otherwise with respect to any injury, illness or medical conditions arising out of events or exposures prior to the Closing Date, any retiree and inactive employee benefits described in Section 5.3, any wages, commissions, vacations, severance pay or other benefits under Seller's Plans (viiidefined below) with respect to any employee, beneficiary, former employee or retiree of Seller; (e) any and all other Liabilities whatsoever of Sellerliabilities to the extent not accrued or reserved for on the Closing Balance Sheet, except as otherwise expressly provided in Section 4.1. (bf) Seller will be solely liable forany Taxes, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating except to the ownership of extent accrued for in the Purchased Assets through Closing Balance Sheet; (g) the liabilities described in the Other Excluded Liabilities Schedule attached hereto; (h) any design defect claims with respect to any product units shipped prior to the Closing Date; (i) any product warranty claims with respect to any product units shipped prior to the Closing Date, except that Purchaser expressly agrees to make repairs to such products; or (j) unless otherwise specifically agreed by Seller, any obligation that would fail to be treated as a "liability" for purposes of Section 368(a)(1)(C) of the Code.

Excluded Liabilities. (a) Notwithstanding the provisions of Section 2.3 or any other provision in this Agreement to the contrary, Buyer shall not assumeassume and shall not be responsible to pay, perform or take the Purchased Assets subject to, discharge any liability Liabilities of Sellers or obligation any of their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (whether known the "Excluded Liabilities"). Sellers shall, and shall cause each of their Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy (including any Liabilities that might otherwise become a Liability of Buyer under any common law doctrine of de factor merger or unknown, asserted transferee or unasserted, absolute successor liability or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiesotherwise by operation of contract of Law). Without limiting the generality of the foregoing, the “Excluded Liabilities”). Excluded Liabilities shall include, but not be limited to, the following: (a) any Liabilities of Sellers arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including, without limitation, the following: fees and expenses of counsel, accountants, consultants, advisers and others; (b) any Liability for (i) trade and accrued LiabilitiesTaxes of Sellers (or any stockholder or Affiliate of Sellers) or relating to the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (ii) bank debt, other secured debt, including capital lease obligations, and debts Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Sellers pursuant to limited liability company members and related partiesSection 6.14; or (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes Taxes of Sellers (or any stockholder or Affiliate of Sellers) of any kind or description ; (c) any Liabilities relating to or arising out of the period during Excluded Assets; (d) other than the liabilities and obligations set forth on Section 2.3 of the Disclosure Schedules, any Liabilities arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets on or prior to the Closing Date; (e) any Liabilities of Sellers arising under or in connection with any Benefit Plan providing benefits to any present or former employee of Sellers; (f) any Liabilities of Sellers to any present or former employees, officers, directors, retirees, independent contractors or consultants of Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers' compensation, severance, retention, termination or other payments; (g) any trade accounts payable of Sellers (i) to the extent not accounted for on the Interim Balance Sheet other than trade account payables arising after the Interim Balance Sheet date in the ordinary course of business; (ii) which Seller owned and operated constitute intercompany payables owing to Affiliates of Sellers; or (iii) which did not arise in the ordinary course of business; (h) any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets; or (ivii) claims againstdid not arise in the ordinary course of business; (i) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of Sellers (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 8.03 as Sellers Indemnitees; (j) any Liabilities under the Excluded Contracts or any other Contracts (i) which are not validly and effectively assigned to Buyer pursuant to this Agreement; (ii) which do not conform to the representations and warranties with respect thereto contained in this Agreement; or (iii) to the extent such Liabilities of, Seller arising arise out of any actions or inactions relate to a breach by Sellers of Seller such Contracts prior to Closing; (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vik) any Liabilities arising under out of, in respect of or in connection with the Leases through the Closing Date; failure by Sellers or any of their Affiliates to comply with any Law or Governmental Order; (viil) any Liabilities arising under of Sellers to their shareholders or to the Transferred Contracts through the Closing Datemembers or shareholders of Affiliates of Sellers; and (viiim) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of SellerSellers not disclosed to Buyer prior to Closing. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. Except as and to the limited extent specifically set forth in Section 2.03, BofI is not assuming any Liabilities of HRB Bank. HRB Bank is, and following the Closing HRB Bank will continue to be, responsible for all Liabilities of HRB Bank other than the Assumed Liabilities (a) Buyer shall not assume, or take the Purchased Assets subject to, any liability or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities include, without limitation, include the following: : (ia) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller any Liability arising out of any actions or inactions in connection with the business of Seller (HRB Bank or any predecessor transactions or series of Seller) relating transactions, any facts or series of facts existing, or any events or series of events to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities extent they occurred on or prior to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered (other than the Liabilities expressly assumed by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining BofI pursuant to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.Section 2.03); (b) Seller will be solely liable forany Liability with respect to employment or consulting agreements, pension, profit-sharing, welfare or benefit plans, or amounts owing for commissions or compensation, termination, severance or other payments to present or former employees, officers, managers or members of HRB Bank and/or to the spouse, dependents, and will paybeneficiaries of such individuals, dischargeregardless of whether any such person is employed by HRB Bank or BofI following the Closing; (c) any Liability of HRB Bank for any Taxes of any kind or nature, or any interest or penalties thereon, including any of HRB Bank's Tax obligations arising out of the transactions contemplated hereunder; (d) all FHLB Advances (if any) and perform when due, all Liabilities of Seller Federal Reserve Borrowings (if any); (e) any Liability under or relating to the Retained Contracts; (f) any Liability arising from or relating to the ownership of the Purchased Assets through Excluded Assets; (g) any Liability for commissions or other payments due to brokers on any Brokered Deposits incurred or accrued prior to the Closing Date; (h) any Liabilities arising from or related to the Pending Litigation, which are expressly retained by HRB Bank and expressly excluded from the Assumed Liabilities to be assumed by BofI; and (i) any fee payable by HRB Bank pursuant to its engagement letter with either of ▇▇▇▇▇▇▇, ▇▇▇▇▇. & Co. or First Annapolis Consulting, Inc. or any other broker, investment bank, consultant or other advisor engaged by HRB Bank, Block Financial or any Affiliate thereof and any other costs, expenses or other Liabilities incurred by HRB Bank, Block Financial or any Affiliate thereof in connection with the Divestiture Transactions.

Excluded Liabilities. (aExcept as otherwise provided in this Section 2.2(b) Buyer with respect to the Prairie Allocated Liabilities, Seller and its Specified Affiliates shall retain, and shall be responsible for paying, performing and discharging when due, and Purchaser shall not assume, assume or take the Purchased Assets subject to, have any liability or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiesresponsibility for, the “Liabilities of Seller and the Specified Affiliates other than the Assumed Liabilities (the "Excluded Liabilities”"). Excluded Liabilities include, without limitation, the following: including: (i) trade and accrued Liabilities; all Liabilities with respect to Excluded Taxes; (ii) bank debtall Liabilities relating to, other secured debtor occurring or existing in connection with, including capital lease obligationsor arising out of, the ownership and debts to limited liability company members and related parties; operation of the Excluded Assets, whether before, on or after, the Closing Date; (iii) taxesrelating to, including payroll taxesor occurring or existing in connection with, sales taxesor arising out of, withholding the ownership and all other taxes relating operation of the Business prior to the period during which Seller owned Closing Date, except obligations or liabilities assumed pursuant to Sections 2.2(a)(i), (ii), (iii), (iv), (vi), (viii), (ix) and operated the Purchased Assets; (xii); (iv) claims against, and all Liabilities of, Seller arising out of or in connection with product liability claims for personal injuries, property damage or losses that involve the use of any actions product sold or inactions otherwise disposed of by Seller or any of its Affiliates prior to the Closing Date; (v) all Liabilities relating to litigation of Seller and its Affiliates pending as of the Closing, including the Actions identified in Section 2.2(b)(v) of the Seller Disclosure Schedule; (vi) all Excluded Environmental Liabilities; (vii) all Liabilities arising out of, relating to, or occurring or existing in connection with, (A) for the period ending on and including the Closing Date, the employment, compensation, benefits, severance or termination of employment of the Business Employees by Seller or its Affiliates, (B) for the period prior to, on and after the Closing Date, the employment, compensation, benefits, severance or termination of employment of the Non-Transferred Employees and (C) for the period prior to, on and after the Closing Date, the employment, compensation, benefits, severance or termination of employment of any predecessor former employees, officers or directors of Sellerthe Facilities, in each case except as otherwise provided in Article VII; (viii) all Liabilities relating to indebtedness for borrowed money, obligations evidenced by notes, bonds, debentures or similar instrument or obligations as lessee under capital leases (other than, to the extent assumed by Purchaser, Liabilities under the Challenger Agreements) relating to the period during which Business; and (ix) all amounts, including accounts payable, due from the Business to other businesses of Seller owned and operated or any of its Affiliates (the Purchased Assets"Intracompany Liabilities"); (v) provided, however, that, notwithstanding the foregoing, with respect to any such Liabilities that constitute Prairie Allocated Liabilities, such liabilities shall not constitute Excluded Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; extent that either (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller. (bx) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of has an indemnification right with respect thereto pursuant to Section 8.11(a) or (y) Purchaser is not entitled to seek indemnification from Seller arising from or relating to the ownership of the Purchased Assets through the Closing Datewith respect thereto under Section 8.11(b).

Excluded Liabilities. Upon the terms and subject to the conditions contained herein, from and after the Closing, GTI shall, and shall cause the other members of the Seller Group (aincluding the Brazil Subsidiaries) Buyer shall not assumeto, without any liability of, or take the Purchased Assets subject recourse to, any liability or obligation member of any kind or nature the Buyer Group, absolutely and irrevocably retain and be solely liable for the following Liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”): (a) all Liabilities arising out of, relating to or associated with any business of GTI or any of its subsidiaries (other than the Business). Excluded Liabilities include, without limitation, the following: products or services of such business, its or their employees (i) trade and accrued Liabilities; other than the Employees), or its or their assets (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated than the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees), including compensationthe conduct of such business, severance the manufacture and benefits through sale of such products, the Closing Date provision of such services and the ownership, leasing or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever use of Seller.such assets; (b) Seller will be solely liable forthe authorization of the sale of the Business, including the Purchased Assets; (c) all Liabilities for which GTI or any of its subsidiaries (other than ▇▇▇▇▇▇▇ ▇▇▇▇▇▇) have Liability under Sections 8.3, 8.4 and will pay8.6; (d) all Liabilities relating to or arising from the termination of employees in connection with the Restructuring; (e) all Liabilities relating to employees of SNC who retired prior to, dischargeor who have not worked in the Business at any time since, January 2, 1997; (f) all Liabilities for pension, retirement and perform when dueother benefits, as well as incentive and other compensation, for employees of GTI and its Affiliates (other than the CS Companies) who retire prior to the Closing; (g) all Liabilities arising out of Proceedings brought by Transferred SNC Employees that relate to or arise out of their employment, that are directly related to events occurring prior to the Closing and that are not Disclosed in the relevant Schedules or accrued on the Interim Financial Statements (excluding liabilities in respect of Transferred SNC Employees who were employees of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, or of Buyer or its Affiliates, prior to the GTI Acquisition Date that relate to or arise out of events, conditions, circumstances or developments occurring prior to the GTI Acquisition Date); (h) Liabilities with respect to trade payables or costs of manufacture of Cathodes which have been included in the calculation of the Intercompany A/P Payable by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ for the toll manufacturing of Cathodes; and (i) all Liabilities of Seller arising from GTI and its subsidiaries (including SNC and the Brazil Subsidiaries, but excluding ▇▇▇▇▇▇▇ ▇▇▇▇▇▇) for any income, franchise, capital gains or relating other Taxes (whether any such Tax relates to any period or date or is payable prior to, on or after the ownership of the Purchased Assets through the Closing DateClosing) other than Transactional Taxes.

Excluded Liabilities. (a) Notwithstanding anything to the contrary contained in this Agreement and regardless of whether such liability is disclosed herein or on any schedule hereto, other than the Assumed Liabilities, Buyer shall will not assumeassume or be liable for any obligation or liability of the Company or Parent, or take the Purchased Assets subject whether arising prior to, any liability at or obligation after the Effective Time, all of any kind which are hereby retained by the Company and will be paid, performed or nature discharged solely by the Company and Parent (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). The Excluded Liabilities include, without limitation, any liabilities, damages, costs (including attorneys’ fees and consultants’ fees), fines, penalties or other obligations arising in connection with the following: ownership or operation of the Business, the Purchased Assets and/or any business of the Company or Parent on or prior to the Effective Time, including (i) trade and accrued Liabilities; the Accounts Payable, (ii) bank debtliabilities of the Company under the Transaction Documents, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes liabilities for or arising from any claims (whenever made) or proceedings in respect of the operation of the Business or any liability or obligation arising out of or relating to any products manufactured, packaged, distributed or sold by the period during which Seller owned Company, and operated Liens imposed by Law (including, without limitation, the Purchased AssetsPerishable Agricultural Commodities Act); (iv) claims against, and Liabilities of, Seller arising out of liabilities for any actions or inactions of Seller (Indebtedness or any predecessor other payment owed by the Company or secured by any of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employeesliabilities for any Taxes, including compensationany assessments, severance claims or liabilities (including interest and/or penalties) for Taxes, in respect of, imposed upon or assessed against (1) the Business or the Purchased Assets, or the sales, income, property or business of the Company, for taxable periods ending on or before the Effective Time (and benefits through with respect to a Straddle Period, the portion of such Straddle Period ending on and including the Closing Date or otherwise triggered by Date), and (2) the ClosingCompany for any taxable period; provided, however, that liabilities for Transfer Taxes and Taxes for a Straddle Period shall be apportioned as provided in Section 6.1(a), (vi) liabilities for any Liabilities claim, damage, fine or penalty (including interest) arising under from events occurring on or prior to the Leases through Effective Time for personal injury, property damage, violation of immigration laws or employee welfare and safety laws, employment discrimination or infringement or misappropriation of any Intellectual Property by the Closing Date; Company, (vii) any Liabilities arising liability or obligation under any Assumed Contract which arises after the Transferred Contracts through Effective Time but which arises out of or relates to any act or omission which occurred on or prior to the Closing Date; Effective Time, (viii) any Liabilities pertaining to Seller’s former officersliability or obligation under any Contract that is not an Assumed Contract, directors, members, managers, owners, employees, and agents; and (viiiix) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from liability or obligation under the Plans 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 of any kind for the ownership Company’s employees or former employees or both, (x) any liability or obligation under any employment, severance, retention or termination agreement with any employee of the Purchased Assets through Company, (xi) any liability or obligation arising out of or relating to any employee grievance with respect to the employees of the Company, whether or not the affected employees are hired by Buyer, (xii) any liability or obligation to indemnify, reimburse or advance amounts to any officer, director, employee or agent of the Company, (xiii) any liability associated with any Excluded Assets, (xiii) any liability or obligation arising out of or resulting from the Company’s compliance or non-compliance with any Law, (xiv) all liabilities, damages, costs (including attorneys’ fees and consultants’ fees), fines, penalties or other obligations pursuant to any Environmental Law or relating to Hazardous Materials, and arising out of or relating to acts or omissions, or any condition existing, on or before the Closing Date, (xv) any liability arising from the termination of any of the Company’s employees prior to or on the Closing Date, including liability arising from the failure to give notice to employees of such termination as required by the Worker Adjustment Retraining and Notification Act (the “WARN Act”) (or any similar state law), and (xvi) any liability or obligation of the Company based upon the Company’s acts or omissions occurring after the Effective Time.

Excluded Liabilities. (a) Buyer The Purchaser shall not assume, or take and the Purchased Assets subject toterm “Assumed Liabilities” shall not include, any liability or obligation of any kind or nature (whether known or unknownthe Excluded Liabilities. The members of the Seller Group shall retain, asserted or unassertedand the Seller shall, absolute or contingentas provided in Article VIII, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiesindemnify and hold the Purchaser Indemnified Parties harmless from, the Excluded Liabilities. The “Excluded Liabilities”). Excluded Liabilities include, without limitation, ” shall consist of the following: : (i) trade and accrued Liabilities; all Liabilities to the extent related to the Excluded Assets, including all Liabilities to the extent (A) relating to any business of any member of the Seller Group other than the Business or (B) not relating to the Business or the Transferred Assets; (ii) bank debt, other secured debt, including capital lease obligations, and debts all Liabilities to limited liability company members and related parties; the extent any member of the Seller Group is expressly liable pursuant to the terms of this Agreement or the transactions contemplated hereby; (iii) taxesall notes payable and Indebtedness of any member of the Seller Group, including payroll taxes, sales taxes, withholding other than the Transferred Entities and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; than any Transferring Indebtedness or amounts included in Current Liabilities; (iv) claims against, all costs and Liabilities of, expenses incurred by the Seller arising out or any Selling Entity in connection with this Agreement or the transactions contemplated and/or related to the solicitation of any actions other potential buyers of the Business, the Transferred Entities and/or the Transferred Assets or inactions the consideration of Seller strategic alternatives with respect thereto (or any predecessor of Seller) relating to the period during which Seller owned and operated extent not included in the Purchased Assets; calculation of Transaction Expenses); (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to any Action brought against the ownership Seller, any of its Affiliates or any of their respective directors or officers relating to or arising from this Agreement or the transactions contemplated hereby by any of the Purchased Assets through Seller’s shareholders, advisors or representatives or any other prospective purchasers of the Closing DateBusiness; (vi) all Liabilities related to any confidentiality agreements entered into by the Seller or any of its Affiliates, in connection with the sale of the Business; (vii) (A) all Liabilities incurred under or with respect to any Business Benefit Plan that is not an Assumed Benefit Plan and (B) any other employment and employee Liabilities other than the Assumed Employee Liabilities; (viii) Retained Asset Taxes; and (ix) all Liabilities to the extent arising out of or resulting from the Reorganization; provided, however, that any Liabilities of the Transferred Entities (other than the Liabilities described in Section 1.4(b)(i)(A)) shall not constitute Excluded Liabilities.

Excluded Liabilities. (a) Buyer Notwithstanding anything to the contrary in this Agreement, none of the AC Venture Companies shall assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, and ADA-ES shall retain and assume, or take any Liabilities other than the Purchased Assets subject to, any liability or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) Assumed Liabilities (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, including the following: : (ia) trade and accrued Liabilities; (ii) bank debtall Liabilities or obligations of the ADA-ES Entities to the extent arising out of, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes resulting from or relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.Excluded Asset; (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller the ADA-ES Entities to the extent arising out of, resulting from or relating to the ownership any of the Purchased Assets through Other Businesses; (c) all Liabilities with respect to the employees, officers, directors and consultants of the ADA-ES Entities, except to the extent arising from a Business Contract expressly assumed by an AC Venture Company pursuant to the Contribution and Assumption Agreement; and (d) all Liabilities with respect to Benefit Plans of ADA-ES; (e) all Liabilities associated with or arising from ADA-ES’s obligations under this Agreement or any of the Operative Agreements; (f) all Liabilities arising from the breach, noncompliance or default at any time on or prior to the Closing Date of any term, covenant or provision of any of the Real Property Leases, Personal Property Leases, Business Contracts or Business Licenses; (g) all other Liabilities due and payable prior to the Closing Date; (h) all Liabilities arising from any violation of or default under, or failure of the Business to be operated in compliance with, applicable Laws at any time on or prior to the Closing Date; (i) all Liabilities in respect of any of the Real Property Leases, Personal Property Leases, Business Contracts or Business Licenses that would be included in the Underlying Assets or the ADA-ES Contributed Assets but for the provisions of Section 1.8 (Third-Party Consents); (j) all Liabilities incurred in connection with obtaining any consent, authorization or approval in connection with the consummation of the Transactions; (k) all Liabilities for Taxes of the ADA-ES Entities (other than Taxes assumed by the AC Venture Companies pursuant to Section 5.2(b) (Tax Cooperation; Allocation of Taxes) and Taxes of the AC Venture Companies arising after the Closing Date); (l) all Liabilities of the ADA-ES Entities with respect to brokers’ fees and expenses or similar fees and expenses contemplated by Section 4.22 (Brokers, Etc.), including all Liabilities arising out of or related to the Credit Suisse Letter other than the 1.875% Debt Financing Fee payable upon the closing of the credit facility in respect of the first line of the Red River Project pursuant to Section 5(a) thereof (the “Debt Financing Fee”). (m) all Liabilities arising out of or relating to that certain Repayment Agreement (DE-FR26–04NT42059), dated April 6, 2004, by and between the United States Department of Energy and ADA-ES, including Revision M001 thereto and the Toxecon Sorbent Sales Repayment Agreement, dated February 18, 2004, by and among Norit Americas Inc., ADA-ES and ADA Environmental Solutions, LLC (except the payment obligation set forth in subparagraph (3) of Revision M001 thereto to be assumed by the Development Company on or after the Closing Date). (n) all Losses and other Liabilities arising out of, resulting from or relating to (i) any Existing Actions or Proceedings, (ii) Actions or Proceedings brought by or against ADA-ES exclusively related to the Other Businesses and (iii) Actions or Proceedings arising out of or relating to the relationship between ADA-ES and Calgon Carbon Corporation, including that certain Memorandum of Understanding dated March 20, 2007, by and between Calgon Carbon Corporation and ADA-ES. ADA-ES shall indemnify the AC Venture Companies against any loss, cost or liability arising out of the Excluded Liabilities.

Excluded Liabilities. (a) Buyer Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, the Buyers shall not assumeassume and shall not be responsible to pay, perform or take discharge any Liabilities of the Purchased Assets subject to, Sellers or any liability or obligation of their respective Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). The Sellers shall, and shall cause each of their respective Affiliates to, pay, discharge and satisfy in due course all Excluded Liabilities. Without limiting the generality of the foregoing, the Excluded Liabilities includeshall include the following: (a) any Liabilities of the Sellers arising or incurred in connection with the negotiation, without limitationpreparation, investigation and performance of this Agreement, the following: (i) trade other Transaction Documents and accrued Liabilities; (ii) bank debt, other secured debtthe transactions contemplated hereby and thereby, including capital lease obligationsfees and expenses of counsel, accountants, consultants, advisers and debts to limited liability company members and related parties; others; (iiib) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and any Liabilities of, Seller arising out of or with respect to any actions or inactions Taxes of Seller any Seller, other than any Transfer Taxes for which the Buyers are responsible pursuant to Section 6.07(a). (or c) any predecessor of Seller) Liabilities relating to or arising out of the period during which Seller owned and operated the Purchased Assets; Excluded Assets or Excluded Contracts; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vid) any Liabilities arising under or in connection with any Benefit Plan; (e) any Liabilities with respect to any Action arising out of, relating to or otherwise in respect of the Leases through operation of the Closing Date; Business or the Purchased Assets to the extent such Action relates to such operation by the Sellers prior to the date of this Agreement, including any product liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by the Sellers, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by the Sellers; (viif) any Liabilities with respect to any recall, other than voluntary recalls by the Buyers, relating to or arising from any products manufactured, including any products included in the Purchased Assets, or sold by or for any service performed by the Sellers before the date of this Agreement; (g) any Liabilities arising under prior to the Transferred Contracts through the Closing Date; (viii) date of this Agreement in respect of any Liabilities pertaining to Seller’s present or former employees, officers, directors, members, managers, ownersretirees, employeesindependent contractors or consultants of the Sellers or any of their Affiliates, and agents; and including any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments; (viiih) any and all other trade accounts payable of the Sellers to third parties that (i) constitute Payoff Liabilities whatsoever or (ii) are not reflected on the Interim Balance Sheet or arose outside the ordinary course of Seller.business since the Interim Balance Sheet Date; (bi) any Liabilities to indemnify, reimburse or advance amounts to any present or former Affiliate, officer, director, member, manager, or agent of the Sellers (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 7.03 as Seller will be solely liable forIndemnified Parties; (j) any Liabilities under any other Contracts, and will payincluding Intellectual Property Licenses, discharge, and perform when due, to the extent such Liabilities arise out of or relate to a breach by the Sellers of such Contracts prior to the date of this Agreement; (k) any Liabilities associated with Indebtedness of the Sellers and/or the Business owing to financial institutions; (l) all Liabilities associated with (i) intercompany accounts, payables, accruals or loans between any Seller and any present or former Affiliate or Related Party of Seller arising any Seller, including accounts payable for purchases made from BWW or relating (ii) any Indebtedness owing by the Sellers to the ownership any present or former Affiliate or Related Party of any Seller, including those listed in Section 2.04(l) of the Purchased Assets through Disclosure Schedules; and (m) all Liabilities listed in Section 2.04(m) of the Closing DateDisclosure Schedules.

Excluded Liabilities. (a) Buyer shall Except for the Assumed Liabilities, the Purchaser will not assumeacquire any interest in, or take the Purchased Assets subject toobligations in respect of, any liability or obligation Liabilities of any kind or nature the Seller (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). The Excluded Liabilities include, without limitation, the following: (i) trade and accrued Liabilities; any Liability in respect to Excluded Taxes, (ii) bank debtall Liabilities with respect to any indebtedness for borrowed money of the Seller, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes Liabilities arising out of or relating to the period during which Seller owned and operated the Purchased Assets; Seller’s employment, engagement, potential employment or engagement or termination of employment or engagement of any Person, (iv) claims against, and all Liabilities arising out of, relating to or in respect of the Acquired Contracts to the extent such Liabilities (A) but for a breach or default by the Seller, would have been paid, performed or otherwise discharged in accordance with their terms prior to the Closing, (B) arise out of a breach or default by the Seller prior to the Closing or (C) otherwise arise from or relate to any act, omission, occurrence or period of time prior to the Closing, (v) all accounts payable or accrued expenses of the Seller except for Purchaser’s Prorated Portion of expenses and costs set forth in the Proration Schedule, (vi) all Liabilities arising out of or relating to any Employee Benefit Plan, (vii) all Liabilities arising prior to Closing out of the ownership of the Purchased Assets or operation of the Business, (viii) any Liability of the Seller arising out of or under this Agreement, (ix) any actions broker fees of the Seller, (x) all Liabilities arising out of or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Excluded Assets; (vxi) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership DRL Purchase Agreement (other than any Liabilities with respect to the Partially Assigned APA that are expressly assumed by Purchaser pursuant to the Assignment and Assumption Agreement Regarding DRL Contracts); and (xii) all Liabilities arising out of the Purchased Assets through or relating to any product liability, breach of warranty or similar claim for injury or other harm to person or property (regardless of whether such claim is first asserted prior to, on or after the Closing Date), which result from the use or misuse of Products sold on or prior to the Closing Date or otherwise related to the Products sold on or prior to the Closing Date (including all Legal Proceedings relating to any such liabilities).

Excluded Liabilities. (a) Buyer shall Except for the Assumed Liabilities, it is expressly understood and agreed that the Purchaser will not assume, and will not be liable for, any liabilities or take obligations of the Purchased Seller or the Business as set forth below in the definition of “Excluded Liabilities”, and, as between Purchase on the one hand, and the Seller and the Parent on the other hand, the Seller will retain responsibility for all Excluded Liabilities. For purposes herein, “Excluded Liabilities” means (i) any and all liabilities and obligations arising from or relating to the Business or the Assets subject toprior to the Effective Time; (ii) the obligations of the Seller and the Parent under the Assumed Contracts to the extent arising and accruing prior to the Effective Time and relating to a breach or default by the Seller or Parent or a failure to perform timely, in each case, prior to the Effective Time; (iii) the obligations of the Seller and the Parent with respect to the Seller Intellectual Property to the extent arising and accruing prior to the Effective Time; (iv) the obligations of the Seller and the Parent with respect to the Assigned Permits to the extent arising and accruing prior to the Effective Time; (iv) any and all liabilities and obligations for Taxes, including relating to (A) any liability or obligation for the unpaid Taxes of the Seller or Parent with respect to any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidatedperiod, or due or to become due(B) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller any Taxes arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to events which have occurred, or Services or Products, or the period during which operation of the Seller owned and operated or the Purchased Assets; (v) Liabilities Business or the ownership of the Assets prior to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the ClosingEffective Time; (vi) any Liabilities arising under Indebtedness of the Leases through the Closing DateSeller; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities and all liabilities or obligations pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agentsan Excluded Asset; and (viii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller liabilities or obligations arising from under or relating to the ownership any former operations of the Purchased Assets through Seller or predecessor entities thereof that have been discontinued or disposed of prior to the Closing DateEffective Time; (ix) any and all liabilities or obligations arising under or relating to (A) any Retained Seller Benefit Plan, (B) any Transferred Seller Benefit Plan to the extent arising and accruing on or prior to the Effective Time, except to the extent covered by a related insurance policy or by assets of a related trust transferred to the Purchaser of any of its Affiliates pursuant to Section 7.04(d), (C) any Employee Benefit Plan pursuant to any applicable Law that imposes liability on a “controlled group” or similar basis (within the meaning of Section 4001 or ERISA or Section 414 of the Code), as a result of the Seller, or any of its Affiliates, being an ERISA Affiliate prior to the Effective Time with respect to any other Person, or (D) any Employment Agreements held by the Seller; (x) any and all liabilities or obligations for accrued vacation and other paid personal leave time arising and accruing prior to the Effective Time; (xi) any and all liabilities or obligations arising out of or relating to (A) claims made in pending or future suits, actions, investigations, or other legal, governmental or administrative proceedings or (B) claims based on violations of Law, breach of contract, employment practices, or environmental, health and safety matters, or any other actual or alleged failure of the Seller to perform any obligation, in each case arising out of, or relating to, (I) events that have occurred, (II) Services or Products or (III) the operation of the Seller or the Business, in each case, prior to the Effective Time; (xii) any Seller Transaction Expenses; (xiii) any and all liabilities or obligations relating to any non-compliance by the Seller with any bulk-sales laws; and (xiii) any and all liabilities or obligations arising out of claims, actions, litigation, or proceedings arising out of or relating to any of the foregoing, and all costs and expenses in connection therewith.

Excluded Liabilities. Neither the Buyer nor any of its Affiliates shall assume or become responsible to pay, perform or discharge any Liabilities of the Sellers or any of their respective Affiliates (a) Buyer shall not assume, or take any predecessor of the foregoing or any prior owner of all or part of the Business or the Purchased Assets subject to, any liability or obligation Assets) of any kind or nature nature, other than the Assumed Liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Without prejudice to the generality of the foregoing, the Excluded Liabilities include, without limitation, the following: : (i) trade all Liabilities and accrued Liabilities; obligations to the extent related to or arising out of the Excluded Assets; (ii) bank debt, all Liabilities (other secured debt, including capital lease obligations, and debts than obligations to limited liability company members and related parties; (iiiperform) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the any Purchased Assets; (v) Liabilities , in each case to Seller’s current employees, including compensation, severance and benefits through the extent arising prior to the Closing Date or primarily relating to events, circumstances or actions occurring prior to the Closing Date, except as otherwise triggered by expressly stated in this Agreement or any other Transaction Document; (iii) all Liabilities in respect of any threatened or pending Action in respect of the Closingoperation of the Business or the Purchased Assets, in each case, to the extent arising prior to the Closing Date or relating to events, circumstances or actions occurring, or existing solely, prior to the Closing Date; (iv) all Liabilities for which Sellers are responsible pursuant to the terms of this Agreement or the Transaction Documents; (v) all Liabilities of Sellers or their Affiliates for any Indebtedness of Sellers (other than Permitted Liens and the types of Indebtedness set forth under clauses (f) and (h) of such definition, in each case, to the extent Assumed Liabilities hereunder); provided, however, if such Indebtedness arises out of the Purchased Assets, then only to the extent it is due and owing prior to the Closing Date; (vi) all Liabilities for income Taxes of Sellers; (vii) all Liabilities for Asset Taxes of Sellers for a Pre-Closing Period pursuant to Section 7.04(a); (viii) all Liabilities, whether arising prior to, on or following the Closing, in any way attributable to the employment by Seller or its Affiliates of any employees who do not become Transferred Employees; (ix) all Liabilities in any way attributable to the employment of the Transferred Employees as of or prior to the Closing unless included as a current liability in the determination of Net Working Capital in accordance with Schedule 1.01(a)(NWC); (x) except as expressly provided in Section 7.07 or as may be required by Applicable Law, all Liabilities in respect of any Employee Plan; (xi) all Liabilities in respect of any threatened or pending Action in respect of the operation of the Business or the Purchased Assets, in each case, to the extent arising under prior to the Leases through Closing Date or relating to events, circumstances or actions occurring, or existing solely, prior to the Closing Date; ; (viixii) all Liabilities of any Seller or any of their respective Affiliates to pay rents and other sums due relating to any such Person’s ownership or occupation of the Leased Real Property prior to the Closing Date; (xiii) any Liabilities relating to, arising under out of and in connection with the Transferred Contracts through the Closing Date; Brazil Matter; (viiixiv) any Liabilities pertaining relating to Seller’s former officers, directors, members, managers, owners, employees, and agentsChange of Control Bonuses; and (viii) any and all other Liabilities whatsoever of Seller.and (bxv) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller and obligations, whether presently in existence or arising from or after the Agreement Date, relating to fees, commissions or expenses owed to any broker, finder, investment banker, accountant, agent, attorney or other intermediary or advisor, to the ownership of extent such Person is employed or engaged by Seller in connection with the Purchased Assets through the Closing DateContemplated Transactions.

Excluded Liabilities. (a) Notwithstanding anything to the contrary herein, Buyer shall not assumeassume and shall not be responsible to pay, or take the Purchased Assets subject toperform, any liability or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or discharge when due or to otherwise become due) responsible or liable for any of the following liabilities or obligations of Seller and its Subsidiaries (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: ): (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (via) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever out of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through accrued prior to the Closing Date and not specifically assumed by Buyer as an Assumed Liability; (b) any Liabilities relating to or arising out of the Excluded Assets; (c) except as provided in Section 6.02, all Liabilities relating to or arising out of (i) the employment, termination of employment, employee benefits, compensation or other arrangements with respect to any Business Employee prior to the Closing Date, (ii) workers’ compensation claims of any Business Employee which relate to events occurring prior to the Closing Date or (iii) all equity-based compensation of any Business Employee; (d) any Liabilities arising out of 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; (e) any Liabilities set forth in Section 2.04(e) of the Disclosure Schedules; (f) all Liabilities arising out of or relating to any return, chargeback, rebate, customer charge or other similar expense, or Recall of any Product sold by or on behalf of Seller or its Subsidiaries prior to the Closing Date; (g) all Liabilities arising out of or relating to any product liability, breach of warranty or similar claim for injury or other harm to person or property, regardless of when asserted, which result from the use or misuse of Products or otherwise related to the Products (including all proceedings relating to any such liabilities) sold by or on behalf of Seller or its Subsidiaries prior to the Closing Date; (h) any Liabilities arising out of or relating to any proceeding relating to the Purchased Assets or the Business for which the cause of action arose prior to the Closing Date; (i) all Liabilities of Seller to purchase the equity of or make an investment in CASI Pharmaceuticals, Inc. or any other party; (j) all Liabilities of Seller to ▇▇▇▇▇▇▇▇▇ LLC; (k) all Liabilities of RIT Oncology, LLC prior to the Closing, including for clarity, all Tax Liabilities, except Liabilities arising out of the Assigned Contracts after the Closing; (l) the POs identified in Section 2.04(l) of the Disclosure Schedules and any POs dated December 31, 2018 or earlier that are not set forth in Section 4.06(e) of the Disclosure Schedules; (m) all Liabilities of Seller or any of its Subsidiaries that do not constitute the Assumed Liabilities; and (n) any Liabilities arising from completed R&D Activities.

Excluded Liabilities. (a) Buyer shall Except for the Assumed Liabilities, Purchaser does not assume, shall not be liable for and under no circumstance shall Purchaser be obligated to pay or take assume, and none of the Purchased Assets shall be or become liable for or subject to, any liability or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions Liability of Seller Parent or Seller or their Affiliates (or any predecessor of Sellertheir predecessors) relating to (the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees"Excluded Liabilities"), including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; following: (via) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.accounts payable; (b) Seller will be solely liable for, and will pay, discharge, and perform when dueall Liabilities arising out of Excluded Assets; (c) except to the extent specifically provided in Article VIII, all Liabilities arising out of, relating to, or with respect to (A) the employment or performance of services, or termination of employment or services by Seller Parent, Seller or any of their Affiliates, of any Employee or any Excluded Employee on or before the Closing Date, (B) the employment or performance of services, or termination of employment or services by Seller Parent, Seller or any of their Affiliates, of any Employee that is not a Transferred Employee or any Excluded Employee after the Closing Date, (C) workers' compensation claims of any Employee or any Excluded Employee that relate to the period on or before the Closing Date, (D) workers' compensation claims of any Employee that is not a Transferred Employee or any Excluded Employee that relate to the period after the Closing Date, (E) the Company Benefit Plans and (F) any employment, severance or change-in-control agreements (whether oral or written) or payments, including under WARN to the extent arising from prior to and on the Closing Date and not the result of any breach of this Agreement by Purchaser or its Affiliates; (d) except for Liabilities that constitute Assumed Liabilities, any Liability accruing, arising out of, or relating to the ownership conduct of the Purchased Assets through business and operations of Seller Parent or its Affiliates on or before the Closing Date, including the manufacture, sale or shipment of any product by Seller Parent or its Affiliates on or before the Closing Date; (e) all Liabilities for Taxes of Seller Parent or Seller other than those assumed by Purchaser under Section 2.3(c); (f) any current or long term Liability of Seller Parent, Seller or any of their Affiliates with respect to indebtedness for borrowed money (excluding any capital leases included in the Purchased Assets), including any guarantees by Seller Parent, Seller or any of their Affiliates; (g) any Liability arising under any Contract of Seller Parent or Seller (including oral Contracts) that is not an Assigned Contract, Real Property Lease or Personal Property Lease; (h) all Liabilities arising out of, relating to or otherwise in respect of the Owned Properties, Real Property Leases, Personal Property Leases and Assigned Contracts on or before the Closing Date including all Environmental Liabilities for the Owned Properties and Leased Real Properties arising on or before the Closing Date; (i) Product Liabilities; (j) any Liability (including any accounts payable) of Seller Parent or Seller owed to any shareholders, directors or officers of Seller Parent or Seller, or any immediate family members or agents acting on behalf of or for the benefit of, any of the foregoing ("Related Party Payables"); and (k) any Liability for continuation coverage that may be required to be provided to Employees (other than the Transferred Employees) under Part 6 of Title E of ERISA and Section 4980B of the Code in the event Seller Parent or Seller terminates its group health insurance plan after Closing.

Excluded Liabilities. (a) Buyer Notwithstanding anything herein to the contrary, the Buyers shall not assume, or take shall not be deemed by anything contained in this Agreement to have assumed, and shall not be liable in any manner for any Excluded Liabilities. Without limiting the Purchased Assets subject to, any liability or obligation generality of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiesthe foregoing, the “Excluded Liabilities”). Excluded Liabilities includeBuyers shall not assume, without limitation, the following: and shall not be deemed by anything contained in this Agreement to have assumed: (i) trade and accrued Liabilities; any Liabilities of the Sellers or their Affiliates pursuant to this Agreement or in the Transaction Documents; (ii) bank debtany Liabilities arising out of or relating to the fees, costs and expenses of the Sellers or their Affiliates incurred, or for which the Sellers or their Affiliates will be liable, in connection with the transactions contemplated by this Agreement and the other secured debtTransaction Documents, including capital lease obligationsall professional, accounting and debts to limited liability company members and related parties; consulting fees (collectively, “Transaction Expenses”); (iii) taxesany Liabilities for any Indebtedness incurred by the Sellers or their Affiliates as of or prior to the Closing Date, including payroll taxesany late charges or prepayment penalties or charges relating thereto or Taxes resulting from cancellation thereof, sales taxesor in connection with the transactions contemplated hereby or by the Transaction Documents (other than any Taxes that are the responsibility of the Buyers pursuant to Section 2.07 or Section 2.09 hereof), withholding including attorneys’, accountants’ and all other taxes relating to the period during which Seller owned consultants’ fees, finders’ fees, costs and operated the Purchased Assets; expenses, regardless of when incurred; (iv) claims against, and any Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to any of the period during which Seller owned and operated the Purchased Assets; Excluded Subsidiaries or Branch Offices; (v) except for amounts due to Ancile for work completed by Ancile under the Company’s or RWD Canada’s Contracts with SAP America, Inc. and SAP Canada Inc., any Liabilities arising out of or relating to Seller’s current employeesteaming arrangements, including compensation, severance and benefits through the Closing Date fees or otherwise triggered by the Closing; secondment obligations with Ancile; (vi) any Liabilities (other than obligations to be performed after Closing under Assumed Contracts (but not including obligations in respect of any period prior to Closing or in respect of goods sold or services provided or to have been provided prior to Closing)) arising out of or under the Leases through instruments, documents and agreements executed in connection with the Closing Date; Ancile Transaction, including but not limited to offer letters issued in connection with the Ancile Transaction; (vii) any Liabilities arising out of or relating to (a) any Tax of any Seller, including any Liability for any of such Taxes resulting from the transactions contemplated hereby or by the Transaction Documents (other than any Taxes that are the responsibility of the Buyers pursuant to Section 2.07 or Section 2.09 hereof) and (b) any Tax of any Person (other than the Sellers) to the extent imposed on a Seller solely as a result of (A) the Seller being included in a combined, consolidated or unitary Tax group under the Transferred Contracts through the Closing Date; Treasury Regulation Section 1.1502-6 (or any similar provision of any applicable Law), (B) transferee liability, (C) successor liability, or (D) a contractual obligation; (viii) any Liabilities pertaining arising out of or relating to Seller’s former officersany Liability or demand (whether or not asserted) or threatened or pending Orders or Proceedings to the extent arising out of or relating to any period ending on or prior to the Closing Date, directorsincluding, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when duewithout limitation, all Liabilities relating to or arising out of Seller the Proceedings set forth on Schedule 5.08(e), Schedule 5.15 and Schedule 5.18(b); (ix) any Liabilities arising from out of or relating to any work, Contract, joint venture or other undertaking of the Sellers for any period ending on or prior to the Closing Date, including any warranty claims relating thereto; (x) any Liabilities arising out of or relating to any breach or violation or non-compliance with the Environmental Laws by the Sellers to the extent the facts giving rise to such Liability occurred prior to the Closing; (xi) any Liabilities arising out of or relating to any breach or violation or non-compliance with the Fair Labor Standards Act of 1938, as amended, or other applicable employment standards legislation, by the Sellers to the extent the facts giving rise to such Liability occurred prior to the Closing; (xii) any Liabilities arising out of or relating to any breach or violation or non-compliance with the TUPE Regulations by the Sellers to the extent the facts giving rise to such Liability occurred prior to the Closing; (xiii) any Liabilities (other than Taxes as contemplated in Section 2.07) arising out of or relating to any bulk transfer, bulk sales or similar Laws; (xiv) any Liabilities arising out of or relating to any breach or violation of or noncompliance with any other Law by the Sellers to the extent the facts giving rise to such Liability occurred prior to the Closing; (xv) any Liabilities of the Sellers to the direct or indirect equity holders of the Sellers or their other respective Affiliates; (xvi) any Liabilities arising out of or relating to the Excluded Assets; (xvii) any Liabilities arising out of or relating to any non-Business operations of the Sellers or any former operation of the Business that has been discontinued or disposed of at or prior to Closing; (xviii) subject to applicable UK law, including (for the avoidance of doubt) the TUPE Regulations, any Liabilities attributable to any Business Personnel who are not Transferred Personnel; (xix) except for payroll expenses accrued on the Closing Balance Sheet and unused, accrued paid time off balances for Transferred Employees, any Liabilities arising prior to or upon Closing with respect to the employment, engagement, termination of employment or engagement, compensation, severance, retention or employer benefits of any nature owed to any employees or consultants of any Seller (whether or not employed or engaged by any Buyer after Closing) that arise out of or relate to the employment or contracting arrangement (or termination of such relationship) between the Sellers and such individuals, including any obligations with respect to compensatory time off, wages, overtime and royalties (but excluding accrued commissions owed to Transferred Employees) owed to employees and consultants or under any Law covering equal employment opportunity, occupational health and safety, workers’ compensation or discrimination; (xx) any Liabilities prior to or upon Closing arising out of or relating to any Employee Benefit Plan or Foreign Plan or any successor liability under ERISA or otherwise in connection with Liabilities arising prior to or upon Closing under any Employee Benefit Plan, including, without limitation, any deferred compensation or profit sharing plan and any employer contributions thereto, but excluding items excepted under Section 2.03(b)(xix) above; (xxi) any Liabilities under any Contract that is not an Assumed Contract; (xxii) except as set forth in Section 2.03(a)(i) or 2.03(a)(iii), any Liabilities of RWD Canada or arising out of the business of RWD Canada; and (xxiii) any other Liabilities arising out of or relating to the operation of the Business or the ownership of the Purchased Acquired Assets through prior to the Closing DateClosing, including any obligations with respect to services or goods rendered to any Seller prior to Closing.

Excluded Liabilities. (a) Under no circumstance shall Buyer assume or be obligated to pay, and none of the Assets shall not assume, be or take the Purchased Assets become liable for or subject to, any liability of the Excluded Liabilities, including but not limited to the following liabilities, which shall be and remain liabilities of Sellers: (a) any and all liabilities or obligation obligations other than the Assumed Liabilities; (b) liabilities or obligations associated with any Excluded Assets; (c) liabilities or obligations associated with any and all indebtedness of Sellers for borrowed money not included in the Assumed Liabilities; (d) liabilities or obligations arising under the Excluded Contracts or the Completed Contracts, including causes of action in connection with performance, surety or other bonds relating to such Excluded Contracts or Completed Contracts, and post-Closing obligations under the Assumed Contracts which relate to pre-Closing performance undertaken by Sellers, except to the extent, and only to the extent, that Buyer has agreed to assume pre-petition and post-petition cure costs as part of the Assumed Liabilities; (e) liabilities or obligations arising out of or in connection with claims, litigation and proceedings (whether instituted prior to or after Closing) for acts, errors or omissions which occurred, or arise from events that occurred, prior to the Closing Date; (f) liabilities or obligations (i) to Sellers' employees or other service providers, including any obligations for severance, termination, salary or other benefits, whether oral or written, other than those specifically designated as Assumed Liabilities, (ii) with respect to the Seller Benefit Plans, and (iii) of Sellers to the Internal Revenue Service, Department of Labor, PBGC or any other Governmental Authority relating to Sellers' employees; (g) penalties, fines, settlements, interest, costs and expenses arising out of or incurred as a result of any kind actual or nature alleged violation by any of Sellers of any Legal Requirement; (whether known h) liabilities or unknownobligations under the WARN Act, asserted if any, arising out of or unassertedresulting from layoffs of employees by Sellers on or prior to the Closing Date, absolute in connection with or contingent15 resulting from the consummation of the Transaction, accrued sufficient in the aggregate to require notice under the WARN Act, except (i) to the extent Buyer has agreed to assume a portion of the WARN Act liability, if any, associated with Beneco and (ii) except for any WARN Act liabilities that may arise from any layoffs of Hired Employees by Buyer after the Closing; (i) liabilities or unaccruedobligations relating to professional liability, liquidated pending or unliquidatedthreatened litigation or pending or future claims relating to asbestos; (j) liabilities related to any debtor-in-possession financing under section 364(b), (c) or due or to become due(d) of the Bankruptcy Code other than the Credit Agreement; (a “Liability”k) (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the followingall liabilities: (i) trade for administrative claims incurred in connection with the Bankruptcy Cases, other than pre-petition and accrued Liabilitiespost-petition cure costs related to Assumed Contracts; (ii) bank debt, other secured debt, including capital lease obligations, incurred in the negotiation and debts to limited liability company members and related partiespreparation of this Agreement; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased AssetsTransaction; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned Bankruptcy Cases, in each case to the extent incurred by Sellers or any of them and operated the Purchased Assetsincluding those related to legal counsel, accounting, brokerage and investment advisors fees and disbursements; and (v) Liabilities to Seller’s current employeesany pending shareholder claims, including compensation, severance and benefits through the Closing Date litigation or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Sellerproceedings. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. (a) Buyer The Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume, assume or take the Purchased Assets subject tohave any responsibility for, any liability or obligation and all Liabilities of any kind or nature the Seller (whether known or unknownincluding, asserted or unassertedwithout limitation, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become duethe Compromised Claims) other than the Assumed Liabilities (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities includeWithout limiting the generality of the foregoing, without limitationthe Purchaser shall not assume, and the Seller shall remain responsible for, and shall indemnify the Purchaser with respect to, the following: : (a) all obligations or Liabilities for any administrative expenses or fees or expenses of professional persons (including any attorney, consultant or financial advisor) employed or retained by the Seller in connection with the transaction contemplated by this Agreement; (b) subject to Section 2.3, all Liabilities or obligations (whether absolute, contingent, or otherwise) which accrue with respect to, arise out of, or relate to, the Purchased Assets on or prior to the Closing Date, including any Liability or obligation of the Seller or any of its employees, directors, managers, officers, members, affiliates or agents arising out of, relating to, or caused by (whether directly or indirectly), the Seller’s ownership, possession, operation, interest in, use or control of the Purchased Assets; (c) any liability or obligation for (i) trade and accrued Liabilities; Taxes of the Seller or any of its Affiliates or (ii) bank debtTaxes attributable to the Purchased Assets or the Business, other secured debtin each case, relating to any period or any portion of any period ending on or prior to the Closing Date (for this purpose, ad valorem taxes shall be prorated as of the Closing Date) (the Taxes under clauses (i) and (ii), collectively, the “Seller’s Taxes”); (d) subject to Section 2.3, with respect to current or former employees, directors, managers, officers, members and consultants of the Seller and its Affiliates, all liabilities or obligations in respect of any compensation, benefit plan, pension plan, unpaid vacation days, agreement, arrangement, program, policy or understanding relating to such individuals, their service to and tenure with the Seller and its Affiliates, and their benefits, including capital lease obligationsany employment, and debts consulting, severance or other termination payments, Liability in respect of WARN, change in control or similar agreements, workers’ compensation Liabilities, any other employment-related claim (including for actual, constructive or deemed termination, employment discrimination or wrongful discharge) or any right of indemnification; (e) all Liabilities or obligations which arise, whether before, on or after the Closing Date, out of, or in connection with, the Excluded Assets; (f) all Liabilities or obligations arising out of or in connection with any Indebtedness of the Seller or any of its Affiliates; (g) all Liabilities or obligations arising from any litigation, investigation or other proceeding pending or threatened in respect of the Seller or any of its officers, directors, managers, representatives or agents or, to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes the extent relating to any transaction or event occurring on or prior to the period during which Seller owned and operated Closing Date, in respect of the Purchased Assets; ; (ivh) claims against, and all Liabilities of, Seller or obligations arising out of or in connection with any actions Real Property on or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through after the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.and (bi) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of and obligations incurred by the Seller arising from on or relating to the ownership of the Purchased Assets through after the Closing Date.

Excluded Liabilities. The Parties agree that, except for the Assumed Liabilities, Buyer will not assume or be responsible for the payment or assumption of any other liabilities or obligations of any kind of Seller, Parent, any other Seller Affiliate or the Business (collectively, the "Excluded Liabilities"), including any and all liabilities and obligations relating to: (a) Buyer shall not assumeall Benefit Plans of Seller, or take the Purchased Assets subject to, any liability or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (Parent or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.Affiliate; (b) any current or former employees, directors, or officers of Seller, Parent, any other Seller will be solely liable forAffiliate or the Business; (c) the Excluded Taxes; (d) any Indebtedness of Seller, and will pay, discharge, and perform when due, Parent or any other Seller Affiliate; (e) all Liabilities of Seller arising from or Actions relating to or involving Seller, Parent, any other Seller Affiliate, the ownership of Products, the Purchased Acquired Assets through or the Business, existing on or prior to the Closing Date, and all Actions with respect to Seller's, Parent's or any other Seller Affiliate's conduct of its business on or after the Closing Date; (f) any liabilities or obligations of the Business, on the one hand, owed to Seller, Parent or any other Seller Affiliate, on the other hand; (g) any liabilities arising in connection with the negotiation, execution and delivery of this Agreement and the other agreements contemplated hereby (other than as set forth herein or therein); and (h) all liabilities with respect to the Excluded Assets. The Excluded Liabilities are, and shall at all times remain, the liabilities of Seller, Parent and the Seller Affiliates. Seller and Parent hereby covenant to discharge in full in a timely manner all of the Excluded Liabilities.

Excluded Liabilities. Except for the Assumed Liabilities but without otherwise limiting the terms of Section 2.3, Buyer will not assume or become liable for and will not be obligated to pay or satisfy any Liabilities of Seller whatsoever, contingent or otherwise, including the following (a) Buyer shall not assume, or take the Purchased Assets subject to, any liability or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded ): (a) all Liabilities includeof Seller whether or not related to the Purchased Assets; (b) all accounts payable of Seller in respect of any services performed for or products purchased by Seller prior to the Closing Date; (c) all Liabilities of Seller for fees and expenses incurred or arising in connection with this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby; (d) except as provided for in Section 8.1, without limitationall Liabilities for Taxes of Seller for any taxable period (or portion thereof) prior to the Closing Date, including any Taxes arising as a result of Seller’s operation of its business related to the followingPurchased Assets or Seller’s ownership of the Purchased Assets prior to the Closing Date; (e) all Claims arising out of, relating to or otherwise in respect of: (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through and the operation of Seller’s business related to the Purchased Assets to the extent any such Claim relates to such ownership or operation prior to the Closing Date; or (ii) any Excluded Asset; (f) all Liabilities that constitute product liabilities or recall liabilities arising from the Purchased Assets or operation of Seller’s business related to the Purchased Assets prior to the Closing Date; (g) any Liabilities arising out of or in connection with (i) any product or service warranties or guarantees given by Seller in connection with or (ii) Claims for injuries, property damage or losses that involve, in each case, any product sold, delivered or otherwise disposed of, or any service performed or delivered, by Seller prior to the Closing Date, or with respect to any products that are Excluded Assets, at any time; (h) any Liabilities of Seller arising from any breach, violation or late performance by Seller of the terms and provisions of any Contract, including with respect to delayed delivery, shortages of Products, and any fines and/or charges related to the delivery of Products; (i) any Liabilities arising from or relating to a breach or violation prior to the Closing by Seller of any Law applicable to the ownership or use of the Purchased Assets by Seller or to the operation of Seller’s business related to the Purchased Asset; (j) any brokers’ or finders’ fees or similar fees or expenses relating to this Agreement or any of the transactions contemplated hereby; (k) all Liabilities related to any Contracts entered into by Seller prior to the Closing Date not specifically assumed by Buyer herein, including the Excluded Contracts; (l) except as otherwise expressly provided in this Agreement, any Liabilities of any Affiliates of Seller (whether or not similar to any of the categories of Liabilities of Seller described above); and (m) all liabilities otherwise excluded under the terms of this Agreement.

Excluded Liabilities. (a) Except for liabilities specifically referenced in Section 2.03, under no circumstance shall Buyer assume or be obligated to pay, and none of the Assets shall not assume, be or take the Purchased Assets become liable for or subject to, any liability or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Excluded Liabilities, including the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor following liabilities of Seller, which shall be and remain liabilities of Seller, as applicable: (a) relating to the period during which Seller owned and operated the Purchased liabilities or obligations associated with any Excluded Assets; ; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viiib) any and all other Liabilities whatsoever indebtedness of Seller.Seller for borrowed money, and the liabilities or obligations associated therewith or arising thereunder; (bc) Seller will be solely liable forliabilities or obligations arising out of or in connection with claims, litigation and will pay, discharge, and perform when due, all Liabilities of Seller arising from proceedings (whether instituted prior to or relating after Closing) for acts or omissions that occurred prior to the ownership of the Purchased Assets through the Closing Date; (d) any liabilities or obligations of Seller (i) to any of its employees (ii) with respect to any employee benefit plans of any type or nature whatsoever, (iii) to the Internal Revenue Service or any other Governmental Authority relating to any of Seller’s employees (whether or not triggered by the Transaction or the announcement thereof); (e) penalties, fines, settlements, interest, costs and expenses arising out of or incurred as a result of any actual or alleged violation by Seller of any Legal Requirement at any time whatsoever; (f) liabilities or obligations under the WARN Act, if any, arising out of or resulting from layoffs or termination of employees by Seller prior to and including the date of the Closing and/or the consummation of the Transaction; (g) liabilities for any Tax related to Seller, the Business and/or the Assets prior to Closing, and liabilities for Taxes imposed on or assessed against Seller and arising out of or related to the Transaction; and (h) all liabilities for expenses of Seller for the negotiation and preparation of this Agreement, including those related to legal counsel, accounting, brokerage and investment advisors fees and disbursements.

Excluded Liabilities. (a) Buyer Notwithstanding anything contained in this Agreement to the contrary, except for the Assumed Liabilities, the Purchaser shall not assumeassume or be obligated to pay, perform or take otherwise discharge (and the Purchased Assets subject toSellers and their Affiliates shall retain, pay, perform or otherwise discharge without recourse to the Purchaser) any liability liabilities or obligation obligations of the Sellers or their Affiliates of any kind kind, character or nature (description whatsoever, whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued matured or unaccruedunmatured, liquidated and currently existing or unliquidated, or due or to become due) hereinafter arising (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities include, without limitationincluding, but not limited to, the following: (ia) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes any liabilities in respect of any Tax relating to the period during which Seller owned and operated Assets or the Purchased Assets; (iv) claims againstBusiness that are incurred or are attributable to any taxable period, and Liabilities of, Seller arising out or any portion of any actions taxable period prior to the Closing Date, (b) any liability of Sellers or inactions their Affiliates for legal, accounting or broker’s or other advisors’ fees incurred in connection with the negotiation of Seller this Agreement or the consummation of the transactions contemplated hereby, (c) any liability owing by Sellers or their Affiliates to any of their respective current or former directors or officers, current or former shareholders or Affiliates of any such party, including any current or former directors, officers or shareholders of such shareholder or Affiliate or any predecessor other division or business unit of SellerSellers and their Affiliates, (d) obligations in respect of Sellers’ or their Affiliates’ bank accounts, (e) any and all claims, liabilities and obligations relating to the period during which Seller owned Excluded Assets, (f) any liability in respect of notes, bonds, indebtedness for borrowed money, derivatives, off balance sheet financing arrangements, ▇▇▇▇▇▇ or swaps or guarantees in respect of any of the foregoing, (g) any liability not expressly assumed by the Purchaser pursuant to Section 6.03 arising in respect of or relating to Transferred Employees, or any Plan or Employee Benefit Program, (h) any liability arising from or related to any breach, failure to perform, torts related to the performance of, violations of Law, infringements or indemnities under, guaranties pursuant to and operated overcharges or underpayments under, any Assumed Contract prior to the Purchased Closing Date, (i) any liability arising from or related to any compliance or noncompliance prior to the Closing Date with any Law applicable to any Seller, any Affiliate of any Seller, the Business or the Assets; , and (vj) Liabilities any liability arising from or related to any claim, action, suit, inquiry, proceeding, audit or investigation by or before any Governmental Authority, or any other arbitration, mediation or similar proceeding against any Seller’s current employees, including compensationany Affiliate of any Seller, severance and benefits through the Business or the Assets pending as of the Closing Date or otherwise triggered by the Closing; (vi) based upon any Liabilities action, event, circumstance or condition arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining prior to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming and shall have no liability for any other liability or obligation of Sellers or any of their respective Affiliates (aor any predecessor owner of all or part of their business and assets) Buyer of whatever nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall not assumebe retained by and remain obligations and liabilities of Sellers or their respective Affiliates and Sellers shall duly and timely pay, or take perform and discharge all such liabilities and obligations relating to the Purchased Assets subject to(all such liabilities and obligations not being assumed being herein referred to as the "EXCLUDED LIABILITIES"). Without limiting the foregoing, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (i) any obligation or liability for Tax arising from the operation of the Business prior to the Closing Date; (ii) any obligation or liability of Sellers or any of their Affiliates arising out of or relating to the ownership or operation of the Purchased Assets or the Business prior to the Closing Date (including any predecessor operations), including any claims, obligations or litigation arising out of or relating to events or conditions occurring prior to the Closing Date; (iii) any liabilities or obligations under or with respect to any Employee Plans and Benefit Arrangements and liabilities incurred prior to September 1, 2002 for accrued payroll, accrued bonus and accrued vacation for the Transferred Employees; (iv) any liability or obligation relating to an Excluded Asset; (v) any liabilities or obligations for continued health care coverage for any employees or other qualified beneficiaries under Code Section 4980B ("COBRA") who have a qualifying COBRA event prior to the Closing Date; (vi) any liability or obligation of any kind Sellers or nature (whether known either of their Affiliates arising or unknownincurred in connection with the negotiation, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, preparation and execution of this Agreement and the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligationstransactions contemplated hereby, and debts related fees and expenses of counsel, accountants, brokers, finders and other experts; (vii) any liability or obligation of Sellers relating to limited liability company members any current, former or retired employees, except for the liabilities and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes obligations relating to the period during which Seller owned Transferred Employees set forth on SCHEDULE 2.04; (viii) all pending litigation set forth on SCHEDULE 3.08 and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) other pending litigation relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities Business prior to Seller’s current employees, including compensation, severance and benefits through the Closing Date Date, or otherwise triggered by any claims, suits or actions arising on or after the Closing; Closing Date, but solely to the extent that such litigation, claims, actions or suits relate to activities of either of the Sellers or the conduct of the Business prior to the Closing Date; (viix) any Liabilities arising under the Leases through liability relating to checks outstanding on the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.and (bx) Seller will be solely liable forall liabilities and obligations arising out of either Seller's failure to comply with any law, and will payregulation, dischargeordinance, and perform when dueorder, all Liabilities writ, judgment, injunction, decree or other requirement of Seller arising from any governmental body or relating court in connection with the Business prior to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. (a) Notwithstanding the provisions of Section 2.3 of this Agreement, Buyer shall not assume, the Subsidiaries shall not retain, and Seller shall thereafter pay, perform and discharge when due any of the following liabilities or take obligations of Seller, its Subsidiaries or their Affiliates or the Purchased Assets subject toAffiliated Group (collectively, the "Excluded Liabilities"): (a) except to the extent included in the prorations and adjustments under Section 2.12 and except as provided in Section 5.10, all debts, liabilities and obligations with respect to Taxes of Seller, the Subsidiaries or any consolidated, combined or unitary group of which Seller is a member (an "Affiliated Group"); (b) the liabilities and obligations of Seller or its Subsidiaries under the Shared Contracts to the extent such liabilities and obligations are to be retained by Seller pursuant to Section 5.5; (c) all debts, liabilities and obligations owed to the Secured Lenders (including any prepayment fees) or any other indebtedness for borrowed money other than the guarantees set forth on Schedule 3.12(a)(vii); (d) any liability of Seller arising out of or relating to the execution, delivery or performance of this Agreement or any of the Seller Ancillary Agreements; (e) any liability or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated extent it relates to any Excluded Asset or the Purchased Assets; Excluded Business; (ivf) claims against, and Liabilities of, Seller any liability or obligation arising out of or in any actions way related to the Seller Benefit Plans and the Seller Severance Agreements; (g) all liabilities and obligations with respect to the actions, suits, proceedings or inactions of Seller claims listed on Schedule 2.4(g); and (or any predecessor of Sellerh) all liabilities and obligations arising under Environmental Law and relating to any properties or facilities formerly owned or formerly operated by Seller or the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of SellerSubsidiaries. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. (a) Notwithstanding anything to the contrary 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 take the Purchased Assets become liable for or subject to, any liability Claims, interests, Encumbrances or obligation other Liability of any kind Seller currently existing or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidatedhereafter arising, or due otherwise, whether or not disclosed to become due) Buyer herein or on any Schedule hereto (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). Seller shall retain and remain exclusively liable for all of the Excluded Liabilities includeLiabilities. The intent and objective of Buyer and Seller is that Buyer does not assume, without limitationand 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) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which any Liabilities of Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, or any Affiliate of Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Acquired Assets or the operation of the Business on or prior to the Closing Date; (b) any Liabilities of Seller owned and operated or any Affiliate of Seller arising out of or relating to any of the Purchased Excluded Assets; , or the ownership, operation, use or benefit thereof; (vc) any Liabilities of Seller or any Affiliate of Seller arising out of or relating to any Contracts of Seller or Affiliate of Seller’s current employees, as applicable, including compensationContracts arising out of, severance and benefits through or relating to, the Acquired Assets or the operating of the Business, or any Contracts arising out of, or relating to, the Excluded Assets; (d) 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 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 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 Seller, or arising on or prior to the Closing Date or otherwise triggered by the Closing; Date; (vif) any Liabilities arising under the Leases through out of 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 whether related to the Acquired Assets or the Business or otherwise and regardless of when commenced; (viig) any Liabilities of Seller, any Affiliate of Seller, or any of their respective owners, members, partners, directors, officers, managers, employees (including Employees) or agents arising under the Transferred Contracts through the Closing Dateas 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 pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) of Seller or any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities Affiliate of Seller arising from or relating to the ownership of the Purchased Assets through after the Closing Date.

Excluded Liabilities. (a) Notwithstanding anything in this Agreement to the contrary, except for the Assumed Liabilities, neither Buyer nor any of its Affiliates shall not assume, nor shall they be or take become responsible for, and shall be deemed not to have assumed, any Liabilities of any Seller, their Subsidiaries, the Business or any of the Purchased Assets subject to, any liability or obligation of any kind or nature (whatsoever, whether known absolute, accrued, contingent or unknown, asserted or unasserted, absolute or contingent, accrued or unaccruedotherwise, liquidated or unliquidated, or due or to become due) , known or unknown, currently existing or hereafter arising, matured or unmatured, direct or indirect, and however arising, whether existing on the Closing Date or arising thereafter as a result of any act, omission, or circumstance taking place on or prior to the Closing, and Sellers shall be solely and exclusively liable with respect to all such Liabilities (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). , including the following Liabilities: (a) any Liability of any Seller to the extent arising from any Excluded Asset; (b) all Liabilities includeor indebtedness for borrowed money of Sellers (including any indebtedness or accounts payable owing from any Seller to any Affiliate of any Seller); (c) except as set forth in Section 5.3.2 with respect to Transfer Taxes, (i) all Tax Liabilities of Sellers or their respective Affiliates for any taxable period, and (ii) all Tax Liabilities relating to the Purchased Assets, Assumed Liabilities or the Business attributable to a Pre-Closing Tax Period; (d) all employment-related Liabilities of Sellers or any of their Subsidiaries or of any of their predecessors, including, without limitation, the following: all accrued and unpaid payroll (i) trade including service credit and accrued Liabilities; paid time off, whether earned pre- or post- Closing Date), payroll Taxes, severance, accrued vacation, workers’ compensation and other employee-related claims, and any claim under the WARN Act, with respect to COBRA liabilities, or with respect to any applicable state or local corollary thereto, and any other liabilities for any action resulting from Sellers’ employees’ separation of employment; (iie) bank debt, all Liabilities of Sellers with respect to any terminated employees (or other secured debtindividual who is a COBRA qualified beneficiary on account of the individual’s relation to an employee) with respect to COBRA, including capital lease obligationsany individual who becomes an “M&A qualified beneficiary” within the meaning of sections 601, et. seq., of ERISA and debts section 4980B of the Code; (f) all Liabilities of Sellers or any of their predecessors with respect to limited liability company members and related parties; the termination of employment of Sellers’ “insiders” (iiias such term is defined under the Bankruptcy Code); (g) taxes, including payroll taxes, sales taxes, withholding and all other taxes Liabilities arising under or relating to the period during which Seller owned Plans (including all assets, trust, insurance policies and operated the Purchased Assets; administration service contracts related thereto), in each case, other than as expressly provided in Section 2.2.1(c)(ii); (ivh) claims againstall Liabilities for fees, costs and Liabilities of, Seller arising out expenses that have been incurred or that are incurred or owed by Sellers or of any actions of their predecessors in connection with this Agreement and the Ancillary Agreements or inactions the administration of Seller the Chapter 11 Cases (or any predecessor including all fees and expenses of Sellerprofessionals engaged by Sellers) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance administrative expenses and benefits priority claims accrued through the Closing Date 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 Ancillary Agreements, (ii) the negotiation, execution and consummation of the DIP Credit Agreement, and (iii) the consummation of the transactions contemplated by this Agreement, including any retention bonuses, “success” fees, change of control payments and any other payment obligations of Sellers or otherwise triggered of any of their predecessors payable as a result of the consummation of the transactions contemplated by this Agreement and the Closing; Ancillary Agreements; (vii) any outstanding and unpaid bonus, commission or incentive obligations in respect of any current or former employee, officer, director or other individual service provider of Sellers; (j) all Liabilities relating to Rejection Damages Claims; (k) all Liabilities relating to claims, actions, suits, arbitrations, litigation matters, proceedings or investigations (in each case whether involving any Third Party or Governmental Authority) involving, against, or affecting any Purchased Assets or Assumed Liabilities, the Business, Sellers, any of their Affiliates or predecessors, or any assets or properties of Sellers or of any of their predecessors, in each case relating to, resulting from, caused by or arising out of the ownership, operation or control of the Business to the extent accruing, arising out of or relating to events, occurrences, acts or omissions occurring or existing on or before the Closing Date; (l) all Liabilities relating to claims, actions, suits, arbitrations, litigation matters, proceedings or investigations (in each case whether involving any Third Party or Governmental Authority) involving, against, or affecting Sellers or any of their Subsidiaries, in each case relating to, resulting from, caused by or arising out of employment disputes or disputes with third party distributors, to the extent accruing, arising out of or relating to events, occurrences, acts or omissions occurring or existing on or before the Closing Date; (m) all Liabilities arising under Environmental Law relating to, resulting from, caused by or arising out of the ownership, operation or control of the Business, to the extent accruing, arising out of or relating to events, occurrences, acts or omissions occurring or existing on or before the Closing Date; (n) any Liability (whether arising before, on or after the Closing Date) with respect to any Business Employee or current or former employee of Sellers or any of their Subsidiaries who is not a Continuing Employee; (o) all Liabilities relating to claims for indemnification of any present or former officer, manager, employee, partner or member of any Seller whether arising under bylaws, certificates of formation or other formation documents, or Contract in each case arising out of or relating to (i) events, occurrences, acts or omissions occurring or existing on or before the Closing Date or (ii) the operation of the Business or the Purchased Assets by Buyer on or before the Closing Date; (p) all Liabilities for ordinary course accounts payable incurred and unpaid by any Seller as of the Closing Date that are not expressly assumed by Buyer pursuant to Section 2.2.1(g); (q) any Liabilities arising under out of a Contract, including any Contract for the Leases through the Closing Datelease, sublease, license, or other right to use or occupy real property, that is not a Purchased Contract; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.and (br) the Liabilities set forth on Section 2.2.2(r) of the Seller will Disclosure Schedules, which Section of the Seller Disclosure Schedules may be solely liable formodified by Buyer from the date hereof through one (1) Business Day prior to the Auction, and will paybut in the event no Auction is held, discharge, and perform when due, all the Sale Hearing in accordance with Section 4.3.4; (s) Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing DateAcquired Entities.

Excluded Liabilities. (a) Notwithstanding anything in this Agreement to the contrary, Buyer shall not and does not assume, and shall be deemed not to have assumed and shall not be obligated to pay, perform, discharge or take in any other manner be liable or responsible for any Liabilities of Sellers that are not Assumed Liabilities, whether existing on the Purchased Assets subject toClosing Date or arising thereafter, any liability including Liabilities relating to or obligation arising out of any kind or nature of the following (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, ): (a) all costs and expenses incurred or to be incurred by Sellers in connection with this Agreement and the following: (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to consummation of the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.Transactions; (b) all Liabilities (i) related to any current or former employee (including the Employees), candidate for employment, officer, director, consultant, or contractor of any Seller will or of any Subsidiary of any Seller or (ii) arising under, in connection with or in any way relating to any Benefit Plan and any other compensation or benefit plans, programs, arrangements, or agreements of any kind (including all assets, trusts, insurance policies and administration service contracts related thereto) at any time maintained, sponsored, contributed to or required to be solely liable forcontributed to by any of Sellers, and will payany of their Subsidiaries or any ERISA Affiliate or under or with respect to which any Seller or any Subsidiary of any Seller has or has had any Liability, discharge, and perform when dueincluding on account of an ERISA Affiliate or on account of Buyer or any of its Affiliates being deemed successor of the Business; provided that any Liability relating to any employee or individual independent contractor of any Seller or any of its Affiliates who becomes employed or engaged by Buyer or any of its Affiliates on or after the Closing Date shall be an Assumed Liability to the extent such Liability relates to such employment or engagement or the termination thereof by Buyer or any of its Affiliates at or after the Closing; (c) except as provided under Section 2.2(d), all Liabilities arising out of, relating to or with respect to any and all Employees, and contractors of Sellers or any of their Subsidiaries or Affiliates arising at any time before Closing, including any Liabilities relating to any accrued by unpaid benefits to employees in excess of $268,000; (d) all Liabilities for any and all Taxes of Sellers (including any Liability of Sellers for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise) except for Taxes for which Buyer is liable pursuant to Section 2.2; (e) all Liabilities to any broker, finder or agent or similar intermediary for any broker’s fee, finders’ fee or similar fee or commission relating to the transactions contemplated by this Agreement for which any Seller or its Affiliates are responsible; (f) all Liabilities, or corrective or remedial obligations with respect to Properties or operation of the Business (including any related offsite disposal locations) which arise under or relate to any Environmental Laws (including without limitation any relating to exposure to Hazardous Materials) except to the extent the facts or conditions underlying such Liability or obligation are caused after Closing; (g) all Liabilities arising from out of, concerning, in connection with, or relating to the ownership of Real Property (other than the Purchased Assets through Leased Real Property) to the extent such Liabilities solely relate to the period prior to the Closing Dateor have arisen as a result of actions taken solely prior to the Closing; and (a) all Liabilities arising out of, concerning, in connection with, or relating to that certain Deferred Prosecution Agreement entered into by the Company with the United States Department of Justice, Criminal Division, Fraud Section and the United States Attorney’s Office for the Southern District of Indiana that was filed with the United States District Court, Southern District of Indiana on April 25, 2019; provided that in the event of any conflict between Section 2.2 and this Section 2.3, Section 2.3 will control.

Excluded Liabilities. (a) Notwithstanding anything to the contrary set forth herein, under no circumstance shall Buyer assume or be obligated to pay, and none of the Assets shall not assume, be or take the Purchased Assets become liable for or subject to, any liability or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such the Excluded Liabilities, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, including the following: , which shall be and remain liabilities of Seller: (ia) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating liabilities or obligations of Seller for Taxes in respect of periods ending prior to the period during which Seller owned and operated Effective Time or resulting from the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out consummation of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.transactions contemplated herein; (b) Seller will be solely liable forliabilities or obligations associated with any properties other than the Assets; (c) liabilities or obligations under any Assumed Contract that were due and payable prior to the Effective Time; (d) liabilities or obligations under any Assumed Contract arising from any breach or default prior to the Closing Date of any Assumed Contracts or other Assumed Liabilities, liabilities arising out of the assignment to Buyer at Closing of any Assumed Contract, and will payliabilities arising under any Contracts not assumed by Buyer; (e) liabilities or obligations arising out of or in connection with claims, dischargelitigation or proceedings described in Schedule 3.13, and perform when dueclaims, all Liabilities litigation and proceedings (whether instituted prior to or after Closing) for acts or omissions of Seller Seller, MI or PG which allegedly occurred prior to the Closing Date; (f) liabilities or obligations to any Governmental Authority arising from or relating to periods prior to the ownership Effective Time and pertaining to the Assets in any manner whatsoever (whether or not triggered by the transactions contemplated by this Agreement and whether or not imposed by Legal Requirements directly on Buyer as the transferee of the Purchased Assets through the Closing DateAssets); and (g) penalties, fines, settlements, interest, costs and expenses arising out of or incurred as a result of any actual or alleged violation by Seller of any Legal Requirement.

Excluded Liabilities. (a) Buyer From and after the Closing, Seller and its Affiliates shall not assumeretain and remain responsible for and satisfy, or take the Purchased Assets subject discharge and perform when due, and Purchaser shall have no obligation with respect to, any liability or obligation liabilities of any kind or nature Seller and its Affiliates other than the Assumed Liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, Seller and its Affiliates shall retain all liability for the following Excluded Liabilities includeLiabilities: (a) all liabilities arising out of or relating to any Excluded Asset or any business of Seller or its Affiliates other than the Business; (b) except as provided in Section 7.1, without limitation, the following: (i) trade all Liabilities for any Taxes of Seller or any of its Affiliates, including Taxes that arise out of the consummation of the transactions contemplated by the Transaction Documents (including Transfer Taxes), and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts any Liabilities for Taxes to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes the extent relating to or arising out of the Business, the Transferred Assets or the Assumed Liabilities for any Pre-Closing Tax Period (including any such Taxes that are deferred under the CARES Act or the CCA to a taxable period during which Seller owned and operated or portion thereof beginning after the Purchased Assets; Closing Date); (ivc) claims all liabilities to the extent relating to or arising out of the Indebtedness of, or any pending or threatened Action against, and Liabilities ofSeller or any of its Affiliates; (d) all liabilities assumed by, retained by or agreed to be performed by Seller or any of its Affiliates pursuant to the terms of this Agreement or any of the Ancillary Agreements; (e) except for the Assumed PTO, all liabilities relating to or arising out of any actions Benefit Plan; (f) any liability for warranty claims, recalls or inactions products liability relating to products sold or services provided by Seller prior to the Closing; (g) any liability of Seller (to indemnify any Person in connection with products sold or any predecessor of Seller) relating services provided by Seller prior to the period during which Seller owned Closing; (h) all liabilities arising under Healthcare Laws, to the extent arising on or prior to the Closing, regardless of when discovered; (i) except for the Assumed PTO, any accrued payroll, payroll Taxes, bonuses, commissions or profit sharing or other incentive payments and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by related expenses existing at the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.and (bj) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating liabilities listed on Schedule 2.4(j) to the ownership of the Purchased Assets through the Closing Datethis Agreement.

Excluded Liabilities. (a) Buyer shall not assumeassume and shall not be responsible to pay, perform or take the Purchased Assets subject to, discharge any liability Liabilities of Sellers or obligation any of their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Sellers shall, and shall cause each of their Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liabilities of Sellers arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Transaction Document and the transactions contemplated hereby and thereby, including, without limitation, the following: fees and expenses of counsel, accountants, consultants, advisers and others; (b) any Liability for (i) trade and accrued LiabilitiesTaxes of Sellers (or any stockholder or Affiliate of Sellers) or relating to the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (ii) bank debt, other secured debt, including capital lease obligations, and debts Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Sellers pursuant to limited liability company members and related partiesSection 6.14; or (iii) taxes, other Taxes of a Seller (or any stockholder or Affiliate of a Seller) of any kind or description (including payroll taxes, sales taxes, withholding and all other taxes any Liability for Taxes of a Seller (or any stockholder or Affiliate of a Seller) 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); (c) any Liabilities relating to or arising out of the period during which Seller owned and operated Excluded Assets; (d) any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets; Assets to the extent such Action relates to such operation on or prior to the Closing Date; (ive) other than Ordinary Warranty Obligations, any product Liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by a Seller, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Sellers; (f) other than Ordinary Warranty Obligations, any recall, design defect or similar claims againstof any products manufactured or sold or any service performed by Sellers; (g) any Liabilities of a Seller arising under or in connection with any Benefit Plan providing benefits to any present or former employee of a Seller; (h) any Liabilities of a Seller, whether arising prior to, on or following the Closing Date, for any present or former employees, officers, directors, retirees, independent contractors or consultants of a Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, paid time off, workers’ compensation, severance, retention, termination, change of control or other payments and benefits; (i) any Environmental Claims, or Liabilities ofunder Environmental Laws, Seller to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any actions or inactions omissions of a Seller prior to Closing; (j) any trade accounts payable of a Seller (or any predecessor of Selleri) relating to the period during extent not accounted for on the Interim Balance Sheet, other than those that arose after the Interim Balance Sheet Date in the ordinary course of business consistent with past practice; (ii) which Seller owned and operated constitute intercompany payables owing to Affiliates of a Seller; (iii) which constitute Indebtedness; or (iv) which did not arise in the ordinary course of business; (k) any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets; (v) Liabilities Assets issued by the Business’ customers to Seller’s current employees, including compensation, severance and benefits through the Closing Date a Seller on or otherwise triggered by before the Closing; (viii) did not arise in the ordinary course of business; or (iii) are not validly and effectively assigned to Buyer pursuant to this Agreement; (l) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of a Seller (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 8.3 as Seller Indemnitees; (m) any Liabilities under the Excluded Contracts or any other Contracts, including Intellectual Property Agreements, (i) which are not validly and effectively assigned to Buyer pursuant to this Agreement (subject to Section 2.10); or (ii) to the extent such Liabilities arise out of or relate to a breach by a Seller of such Contracts prior to Closing; (n) any Liabilities associated with Indebtedness of a Seller and/or the Business; and (o) any Liabilities arising under out of, in respect of or in connection with the Leases through failure by a Seller or any of its Affiliates to comply with any Law or Governmental Order. In furtherance of the foregoing, Sellers shall repay any Indebtedness at or prior to the Closing Date; as may be necessary to release or remove any Encumbrances (viiother than Permitted Encumbrances) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of with respect thereto on the Purchased Assets through the Closing DateAssets.

Excluded Liabilities. (a) Buyer shall Purchaser will not assumeassume or be liable for any Liabilities of the Company, or take the Purchased Assets subject to, any liability or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such except for Assumed Liabilities, which shall remain the obligations of the Company following the Closing (the “Excluded Liabilities”). The Company shall timely perform, satisfy and discharge in accordance with their respective terms all Excluded Liabilities, including without limitation each of the following Liabilities includeof the Company: (a) except to the extent expressly included as an Assumed Liability, any Liability arising or resulting from events occurring after the Closing, including without limitation any Liability arising in connection with the liquidation of the Company and/or any dividend or other distribution by the Company to its stockholders; (b) except to the extent expressly included as an Assumed Liability, any Liability under or with respect to any Excluded Assets including, without limitation, all Liabilities under the following: Specified Contracts and all Contracts that become Excluded Assets in accordance with Section 5.17; (ic) trade any Liability arising under this Agreement; (d) all Liabilities of the Company or any of its Subsidiaries for fees, expenses and accrued Liabilities; costs of legal, accounting, financial or other advisors incurred in connection with or arising from this Agreement, the Asset Sale or any of the other transactions contemplated hereby; (iie) bank debtany Liability or obligation of the Company with respect to its employees, other secured debtdirectors or consultants, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxesthose arising out of the employment or retention of any employee or service provider, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller without limitation any Liability arising out of any actions employment agreements, Benefit Plans and Severance Agreements (including, without limitation, any Liability with respect to Taxes required to be paid or inactions withheld in connection with any grant, exercise or acceleration of Seller (any option, award or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.such right); (bg) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership for Excluded Taxes; and (h) all Liabilities listed on Section 1.04(h) of the Purchased Assets through the Closing DateCompany Disclosure Schedules.

Excluded Liabilities. (a) Buyer shall not assumeSeller shall, without any further responsibility or liability of, or take the Purchased Assets subject recourse to, any liability Buyer or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidatedRK LLC, or due any of Buyer’s directors, managers, equityholders, officers, employees, agents, consultants, representatives, affiliates, successors or to become due) assigns, absolutely and irrevocably assume and be solely liable and responsible for, and indemnify Buyer in respect of, any liabilities or obligations other than the Assumed Liabilities (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: including: (ia) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes liabilities relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller or arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Excluded Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.; (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or liabilities for Taxes relating to the ownership Assets and/or the Business for taxable periods or portions thereof ending on or prior to the Closing; (c) any liabilities relating to the Business or RK LLC in connection with any litigation arising out of the Purchased Assets through events occurring prior to the Closing Date, including the litigation set forth on Section 2.6(c) of the Schedules; (d) any liabilities for personal injury or property damage, whether in contract, tort, strict liability or under any other theory, arising from products sold or services rendered by the Business prior to the Closing Date; (e) any liabilities of the Business for indebtedness incurred prior to the Closing Date; (f) all liabilities relating to the Las Vegas Store or the Short Hills Store; (g) all obligations and liabilities of Seller with respect to employment, or termination of employment, in each case, on or prior to the Closing Date, other than accrued compensation obligations to the extent included in the calculation of the Net Working Capital pursuant to the Working Capital Principles. (h) all obligations and liabilities of Seller following the Closing Date with respect to the employment of, termination of employment of or failure to offer employment to any employee of Seller other than an RK Employee; (i) the liabilities set forth on Section 2.6(i) of the Schedules; and (j) any liabilities of RK LLC that are not Assumed Liabilities.

Excluded Liabilities. (a) Buyer Except as expressly provided by Section 2.4 hereof, Purchaser shall not assumeassume or be liable for any of the liabilities or obligations of Sellers or any of their Affiliates, or take the Purchased Assets subject to, any liability or obligation of any kind or nature whether presently in existence or arising hereafter (the "Excluded Liabilities"), including without limitation the following: (a) all liabilities and obligations to the extent related to or arising out of assets not included in the Transferred Assets; (b) all liabilities incurred in connection with, arising out of or related to the ownership or use of any of the Transferred Assets or the conduct of the Business prior to the Closing Date; (c) all liabilities and obligations arising out of or relating to any Environmental Law that accrued or arose prior to the Closing Date to the extent related to any real property owned, leased or operated by any Seller or included in the Assigned Leases; (d) all liabilities for Taxes, except, with regard to Taxes attributable to the ownership of the Transferred Assets, to the extent they are attributable to the period after the Closing Date (and except as provided in Section 5.6); (e) all liabilities for which any Seller has expressly assumed responsibility in this Agreement; (f) all liabilities and obligations relating to current or former employees, agents, consultants or other independent contractors of Sellers, whether known or unknownnot such persons are employed by Purchaser after the Closing Date, asserted relating to services performed, benefits accrued or unassertedclaims incurred prior to the Closing Date, absolute or contingentin each case, including, but not limited to, compensation, bonus, incentives, deferred compensation, accrued salary, employee benefits, severance, vacation, sick leave, personal days, worker's compensation, and unemployment compensation or unaccruedemployee welfare and pension benefits; (g) all liabilities for any claims and administrative expenses of whatsoever kind or nature, liquidated arising prior or unliquidatedsubsequent to the commencement of the Bankruptcy Case, whether or due not asserted, including, but not limited to, liability in respect of the fees and expenses of professionals retained in or related to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities includeBankruptcy Case and all liability under any pre- and post-petition financing agreement including, without limitation, the following: (i) trade aggregate principal amount of, and accrued Liabilities; (ii) bank debtbut unpaid interest on, other secured debt, including capital lease obligationsany outstanding borrowings thereunder, and debts to limited liability company members any penalties, fees and related parties; expenses (iiiincluding attorneys' fees and expenses) taxes, including payroll taxes, sales taxes, withholding other than Assumed Administrative Expenses and the Cure Amount for an Assumed Agreement; (h) all other taxes relating to the period during which Seller owned liabilities and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller obligations arising out of any actions lawsuit, action, proceeding, inquiry, claim, order or inactions of Seller (investigation by or before any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through court or governmental or other regulatory or administrative agency or commission for events occurring on or before the Closing Date or otherwise triggered not related to the Transferred Assets or Assumed Liabilities. (i) All liabilities of Sellers arising from the issuance or sale by Sellers of Wiz Bucks or the Closingissuance or sale prior to more than 30 days before the Closing Date of gift certificates; and all return, rebate and layaway liabilities of Sellers arising from sales of inventory made more than 30 days (vi33 days in the case of returns) any Liabilities arising under the Leases through before to the Closing Date; (vii) any . All such Excluded Liabilities arising under shall be retained by and remain obligations and liabilities of Sellers or their Affiliates, as the Transferred Contracts through case may be. Sellers agree that the Closing Date; (viii) any Liabilities pertaining to Seller’s former officersSellers or their Affiliates, directorsas the case may be, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller. (b) Seller incurring the liability will be solely liable responsible for (and Purchaser shall not be responsible for, ) all Excluded Liabilities. It is expressly understood and will pay, discharge, agreed that the parties intend that Purchaser shall not be considered to be a successor to Sellers by reason of any theory of law or equity and perform when due, all Liabilities that Purchaser shall have no liability except as otherwise expressly provided in this Agreement for any liability of Seller arising from Sellers or relating to the ownership any of the Purchased Assets through the Closing Datetheir Affiliates.

Excluded Liabilities. (a) Buyer shall not assumeassume or be obligated to pay, perform or take the Purchased Assets subject tootherwise assume or discharge any liabilities or obligations of Seller or any of its Affiliates, any liability whether direct or obligation of any kind or nature (whether indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or except for the Assumed Liabilities (all of such liabilities and obligations not so assumed being referred to become due) (a “Liability”) (such Liabilities, herein as the “Excluded Liabilities”). Without limiting the foregoing, the Excluded Liabilities includewill include and the Buyer will not assume any liability of Seller or any of its Affiliates with respect to: (a) any liabilities or obligations of Seller (and/or its Affiliates) in respect of any Excluded Assets or other assets of Seller (and/or its Affiliates) which are not Purchased Assets; (b) any liabilities or obligations with respect to Taxes except as specifically set forth in Section 2.9 of this Agreement; (c) any liabilities, without limitationobligations or responsibilities relating to the employment or termination of employment by Seller (or its Affiliates) of any employee (including each Business Employee) or Person attributable to any actions or inactions by Seller (or its Affiliates) on or prior to the Closing Date, including with respect to any Benefit Plan or any other employee benefit plan or arrangement of Seller (or its Affiliates) or any severance, retention, stay bonus or similar obligations owed by Seller or any of its Affiliates to any employees or Persons (including the following: Transferred Employees); (d) any accounts payable arising prior to the Closing Date; (e) any liabilities and obligations for which Seller has indemnified Buyer pursuant to Section 9; (f) any liability of Seller or its Affiliates for legal, accounting or broker’s fees or other transaction costs incurred in connection with this Agreement or the consummation of the transactions contemplated hereby; (g) any liability or intercompany debt owing by Seller to any shareholder, former shareholder or any Affiliate or former Affiliate of Seller; (h) any obligations in respect of Seller’s bank accounts; (i) trade and accrued Liabilities; any liabilities resulting from any lawsuit, judgment, claim, action or proceeding of any nature (iiwhether or not pending or threatened on the date hereof) bank debt, other secured debtto the extent relating to any action or inaction prior to the Closing, including capital lease obligationsbut not limited to any claim related to noncompliance by Seller with any applicable Law or the failure of Seller to comply with or the breach of or default by Seller under any contract, and debts to limited liability company members and related parties; instrument or agreement; (iiij) taxes, including payroll taxes, sales taxes, withholding and all other taxes any liabilities for indebtedness of borrowed money; (k) any obligations or liabilities relating to the period during which Seller owned and operated Business, the Purchased Assets; Assets or Seller under any applicable Environmental Law with respect to the period prior to the Closing Date; (ivl) claims againstany liabilities relating to Inventory, including any Inventory returned by a contract manufacturer; (m) any liabilities for any breach, act or omission by Seller under any Contract, License, Governmental Permit or lease arising prior to the Closing Date; (n) any liabilities and Liabilities ofobligations relating to, Seller resulting from or arising out of any actions infringement or inactions other misappropriation of Seller (the Intellectual Property Rights or any predecessor Proprietary Information of Seller) relating other Persons with respect to the period during which Seller owned and operated design, testing, manufacture, marketing, use, sale, lease, license or importation of Products of the Purchased Assets; (v) Liabilities Business on or prior to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date, or any claims or allegations thereof; and (viio) any Liabilities arising under all obligations and liabilities with respect to the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officersEmployees, directorsknown or unknown, membersabsolute or contingent, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership extent arising out of the Purchased Assets through facts, activities or events occurring on or prior to the Closing Date.

Excluded Liabilities. (a) Specifically, and without in any way limiting the generality of the first sentence of Section 2.1(c), the Assumed Liabilities shall not include, and Buyer shall not assumeassume and shall not be responsible to pay, perform or take discharge any of the Purchased Assets subject to, any liability or obligation following Liabilities of any kind or nature Seller (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such together with all Liabilities that are not Assumed Liabilities, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: ): (i) trade and accrued Liabilities; any intercompany Liabilities owed by a Seller to an Affiliate of such Seller, except for those intercompany Liabilities arising from a Seller’s purchase or sale of products or services in the ordinary course of business; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; any Indebtedness of any Seller; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; any Transaction Expenses; (iv) claims against, and any Liabilities of, of a Seller relating to or arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Excluded Assets; ; (v) any Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; for any Excluded Tax; (vi) except as contemplated by Section 7.11, any Liabilities under any Employee Plan, including Liabilities (A) for any sales commissions or incentives and any variable compensation or bonus plans and (B) relating to, resulting from or arising under out of the Leases through the Closing Date; matters set forth on Schedule 2.1(d)(vi); (vii) except as contemplated by Section 7.11, any Liabilities arising under the Transferred Contracts through the Closing Date; to or with respect to Sellers’ employment or any current or former employee, officer, director or consultant of Sellers; (viii) any Liabilities pertaining relating to, resulting from or arising out of (A) claims made in pending or future Actions or (B) claims based on violations of Law, breach of Contract, employment practices, or environmental, health and safety matters or any other actual or alleged failure of any Seller to Seller’s former officersperform any obligation, directorsin each case arising out of, membersor relating to, managers(x) events that shall have occurred, owners(y) services performed, employeesor (z) the operation of the EPSi Business, and agents; and prior to the Closing; (viiiix) any and Liabilities relating to, resulting from or arising out of any former operations of any Seller or predecessor entities thereof that have been discontinued or disposed of prior to the Closing; (x) any Liabilities relating to, resulting from or arising out any non-compliance by any Seller with any applicable bulk sales Law; (xi) except as expressly set forth in Section 2.1(c), all other Liabilities whatsoever to the extent arising out of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to Sellers’ ownership or operation of the ownership of EPSi Business and the Purchased Assets through prior to the Closing Date, including any Action arising from Sellers’ operation of the EPSi Business prior to the Closing Date and all Liabilities relating to compensation or other arrangements with respect to any Transferring Employee prior to the Closing Date; and (xii) each of the Liabilities set forth on Schedule 2.1(d)(xii).

Excluded Liabilities. Other than the Assumed Liabilities (a) as defined in Section 2.02), Seller shall retain, and remain wholly responsible and liable for, and Buyer shall not assumeassume by virtue of this Agreement, or take the Purchased Assets subject to, any and shall have no liability or obligation for, any Liability of Seller or any kind or nature Affiliate of Seller (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). Excluded Liabilities include, including, without limitation, any of the following: : (ia) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.Excluded Taxes; (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities arising out of Seller arising from or relating to the operation of the Business or the ownership of the Purchased Assets through by the Seller prior to the Closing, other than the Liabilities of the Seller expressly assumed by the Buyer pursuant to Section 2.02 of this Agreement; (c) all Indebtedness of the Seller, other than the Indebtedness expressly assumed by the Buyer pursuant to Section 2.02 of this Agreement; (d) all Liabilities arising out of or relating to the Excluded Assets; (e) Liabilities or any other obligations of Seller arising under or relating to any Assigned Contract to the extent such liabilities or obligations arise prior to the Closing Date or arise from any breach or default by Seller (or any of its Affiliates) under any Assigned Contract that occurs prior to the Closing Date or that arises out of or relates to events or circumstances that occur or exist prior to the Closing Date; (f) Liabilities or any other obligations of Seller with respect to (i) any employee plan maintained, sponsored, contributed to or participated in by Seller or any Affiliate of Seller for the benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan or (ii) any person at any time employed by, or who was a consultant to, Seller or any Affiliate of Seller (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by Seller or any Affiliate of Seller including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered prior to the Closing Date; (g) Liabilities or any other obligations of Seller, based in whole or in part on violations of Law or environmental conditions occurring or existing prior to the Closing Date; (h) all Actions or threatened Actions against the Seller arising out of or related to the operation of the Business prior to the Closing, other than the Actions set forth in Section 2.02 of the Disclosure Schedules; (i) costs and expenses incurred by Seller incident to the negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein, except as otherwise specified in this Agreement; (j) Liabilities of Seller to pay fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement, except as otherwise specified in this Agreement (together with the costs and expenses described in Section 2.03(i), the “Transaction Expenses”); (k) Liabilities for any and all severance or other termination-related costs with respect to employees who are not hired by Buyer; (l) Liabilities that any Person seeks to impose upon Buyer or its Affiliates by virtue of any theory of successor liability, including any such Liabilities relating to labor and employment matters; and (m) all Liabilities of Seller and its Affiliates arising out of or related to any insurance policy claims made prior to the Closing.

Excluded Liabilities. Except for assumption at the Closing of the Assumed Liabilities, the Purchaser does not assume (aeither expressly or implicitly) Buyer and shall not assumebe responsible or liable for any of the debts, claims, obligations, expenses, litigation, violations, penalties, assessments, losses, damages or take the Purchased Assets subject to, any liability or obligation other liabilities of any kind of the Sellers or nature (any of their Affiliates, of any kind, character or description whatsoever, whether presently in existence or arising hereafter, direct, indirect, known or unknown, asserted or unasserted, absolute or contingentcontingent and regardless of any disclosure to the Purchaser, including (i) any accounts payable (including all invoices for the September Consortium that have not yet been received as of the Closing Date) and any intercompany payables arising prior to the Closing, (ii) any indebtedness of the Sellers, (iii) any Taxes of the Sellers for Pre-Closing Periods, (iv) any liabilities or obligations other than the Assumed Liabilities as to which a third party might assert that Purchaser has transferee liability, (v) any liabilities or obligations of the Sellers or any Affiliate of the Sellers to any of their consultants or employees, including liabilities or obligations for overtime, severance, accrued but unused vacation as of the Closing Date, bonuses under the Employee Benefit Plans attributable to the Pre-Closing Periods, (vi) any and all liabilities under any of the Sellers’ Employee Benefits Plans or unaccruedunder any employment agreements with any of the Employees, liquidated and (vii) liabilities or unliquidatedexpenses relating to, arising out of or due resulting from the operation of the CPMRC Business or ownership of the Transferred Assets prior to become due) Closing, including those liabilities set forth in Section 2.8 of the Seller Disclosure Schedule and any amounts payable by Eclipsys to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ pursuant to the Eclipsys/CPMRC Merger Agreement, including Section 1.5 thereof (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. (a) Except as specifically set forth in Section 2.3 and the Transaction Documents, Buyer shall not assume, pay, or take in any way be liable or responsible for, and the Purchased Assets subject toSellers shall remain responsible for any of the following debts, claims, commitments, Liabilities and obligations of Sellers and the Business (the "Excluded Liabilities"), including the following: (a) any liability Liability or obligation of Sellers under this Agreement or on account of any of the transactions contemplated hereby, including, without limitation, any Liability or obligation of Sellers to attorneys, accountants, brokers, or others for services rendered or expenses incurred by or on behalf of Sellers, and all other expenses of Sellers associated with the sale of the Transferred Assets; (b) any Liabilities and obligations of Sellers for any federal, state, local or foreign income, excise, sales, personal, payroll or other taxes, including penalties and interest, of any kind whatsoever payable with respect to the operations of the Business prior to the Closing Date; (c) any Liabilities or obligations of Sellers relating to any cause of action, claims, lawsuits and demands of any nature with respect to the Transferred Assets or the Business which arose prior to the Closing Date; (whether known d) any tax (including, without limitation, any federal, state or unknownlocal income, asserted franchise, sales, transfer, recording, documentary or unassertedother tax) imposed upon or incurred by Sellers arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby; (e) to the extent (v) relating to, absolute or contingent(x) resulting from, accrued or unaccrued, liquidated or unliquidated(y) caused by, or due (z) arising out of the ownership, operation or control of the Business by Sellers prior to become duethe Closing Date: (i) any accident or occurrence occurring on or prior to the Closing Date resulting in personal injury, sickness, death, property damage, property destruction or loss of use of property arising out of or resulting from the operation of the Business by Sellers, (ii) any breach of contract, workers' compensation claim or violation of any law or final order of any federal, state, judicial, quasi-judicial or governmental body, (iii) any personal injury, sickness, death or property damage resulting from occurrences occurring prior to the Closing Date arising out of a “defect or alleged defect of services or goods sold by Sellers prior to the Closing Date including, without limitation, any such Liabilities or obligations for defects or alleged defects in design or failure to perform, or (iv) any warranty or guaranty liabilities relating to services or goods which were performed or sold by Sellers prior to the Closing Date in connection with contracts (other than the Assumed Contracts); (f) any violation, Liability”) (, penalty, cost, damage, fine, order, judgment or obligation under Environmental Laws to the extent such Liabilitiesviolation or obligation arises out of acts or omissions of Sellers occurring prior to the Closing Date, the “Excluded Liabilities”). Excluded Liabilities includeincluding, without limitation, the following: matters disclosed on Schedule 4.12; (g) any Indebtedness of the Sellers, except as reflected in the Closing Financial Statements, as updated by the final Closing Date Working Capital Statement; (h) Liabilities arising directly out of the Excluded Assets; (i) trade inter-company payables and accrued receivables between the Business and the balance of ▇▇▇▇▇▇'▇ business arising from the conduct of the Business prior to the Closing Date; (j) payroll obligations of the Business in respect of periods prior to the Closing Date; (k) obligations under any Seller Benefit Plan, except as specifically provided in Section 2.3(d) and Article 6; (l) the Liabilities; , if any, listed on Schedule 2.4; (m) any claims by any of the directors, officers, employees or shareholders of the Sellers relating to this Master Agreement or its performance or consummation, or any claims by any of them relating to or arising out of: (i) their employment (including without limitation any modification or termination thereof by Sellers); (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related partiesany employment contract; or (iii) taxes, including payroll taxes, sales taxes, withholding and all any pension or other taxes relating benefit liabilities of Sellers to the period during which Seller owned and operated the Purchased Assets; (iv) extent such claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating relate to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities periods prior to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; and (viin) any other Liabilities arising (whether contingent, actual or contractual), obligations, claims, or commitments, disclosed or undisclosed, of Sellers which are not assumed by Buyer under this Agreement. For the Transferred Contracts through avoidance of doubt, none of the liabilities and obligations of the Foreign Subsidiaries which are identified on the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of SellerFinancial Statements shall constitute "Excluded Liabilities". (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. (a) Notwithstanding anything to the contrary contained in this Agreement, Buyer will not assume or in any way become liable for, and Seller shall not assumeretain, or take the Purchased Assets subject toall of Seller's and its Affiliates' debts, any liability or obligation liabilities and obligations of any kind nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or nature (contingent, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or whether due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities includeincluding, without limitation, the following: : (ia) trade and accrued Liabilities; the liabilities or obligations of Seller to TIMCO respecting dividends, distributions in liquidation, redemptions of stock or otherwise; (iib) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, liabilities or obligations of Seller arising out of any actions transactions occurring, or inactions liabilities or obligations incurred, after the Closing Date; (c) any liabilities or obligations of Seller for expenses, Taxes or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, all attorneys', accountants', brokers' or finders' fees or commissions payable by Seller; (d) any liabilities or obligations of Seller under, or arising out of, this Agreement; (e) liabilities or obligations against which Seller is insured or otherwise indemnified or which would have been covered by insurance (or indemnification) but for a claim by the insurer (or the indemnitor) that the insured (or the indemnitee) had breached its obligations under the policy of insurance (or the contract of indemnity) or had committed fraud in the insurance application or in entering unto the indemnity agreement; (f) any predecessor liabilities or obligations of the Business to Seller or any Affiliates of Seller) relating , except payables for products sold or shipped to the period during which Business by an Affiliate of Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through after the Closing Date or otherwise triggered by the Closing; Date; (vig) any Liabilities arising under liabilities and obligations of Seller to indemnify its officers, directors, employees or agents; (h) all Taxes imposed on Seller (including any Taxes of any other corporation) and any Taxes assessed against Seller by virtue of its status as a member of any consolidated group of which such other corporation was also a member; (i) all liabilities and obligations of the Leases through Business for Warranty Claims with respect to products manufactured, repaired, overhauled, sold or delivered by Seller prior to the Closing Date; provided that Buyer has agreed to perform the work to remedy (viibut not assume any liability for consequential damages or any other matter related to) certain Warranty Claims and to credit Seller with a portion of the cost of such work to the extent set forth in Section 8.3; (j) all liabilities and obligations of Seller relating to any Liabilities collective bargaining agreement by and between Seller and any certified collective bargaining unit; (k) all liabilities and obligations arising under or imposed pursuant to Environmental Laws, whether or not attributable to actions or failures to act by Seller, with respect to the Transferred Contracts through ownership of, operation of, or properties, including the Real Property, utilized in connection with, the Business at any time prior to the Closing Date; ; (viiil) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, all liabilities and agents; obligations for employee benefits of the Business; (m) All liabilities and obligations under Contracts and Leases not being assumed by Buyer and listed in Schedule 4.16(a) or 4.12(b); (viiin) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities liabilities or obligations of Seller arising from or relating to the ownership out of its conduct of the Purchased Assets through Business prior to the Closing Date, including, without limitation: Product Liabilities; liabilities or obligations related to the infringement by Seller of any intellectual property of another Person; liabilities or obligations to, or arising out of, any dealings between Seller and/or TIMCO and ▇▇▇▇▇▇▇▇▇ Industries, Inc., or any of its affiliates ("▇▇▇▇▇▇▇▇▇"); liabilities or obligations of Seller relating to any Environmental Laws; and any liabilities or obligations related to any lawsuit, cause of action, litigation or legal proceeding with respect to any losses, occurrences or events occurring prior to the Closing Date, whether commenced prior to or after the Closing Date, except for those liabilities or obligations constituting a part of the Assumed Liabilities; (o) without limiting the generality of the foregoing subparagraphs (a)-(m), all liabilities listed on Schedule 2.7(n).

Excluded Liabilities. (a) Buyer Except for the Assumed Liabilities, SEARHC shall not assume, assume or take the Purchased Assets subject become liable for or obligated in any way with respect to, and the City shall retain and remain solely liable for any liability or obligation to pay, perform, and discharge, all Liabilities of any kind or nature the City, regardless of when asserted (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). Excluded , including: (a) Any Liabilities include, without limitation, of the following: City or the Hospital arising under (i) trade the Assumed Contracts (to the extent arising on or before the Effective Time) and accrued Liabilities; (ii) bank debtthe Excluded Contracts; for the avoidance of doubt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to Liabilities associated with the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.Cerner System are Excluded Liabilities; (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Any Liabilities of Seller the City or the Hospital arising from or relating to the Real Property, other than the Real Property Leases; (c) Any Liabilities of the City or the Hospital by reason of any failure to comply with the rules and regulations of any Government Reimbursement Program which is attributable to any period of time ending prior to the Effective Time; (d) Any Liabilities of the City or the Hospital arising out of or relating to any violation of applicable Law prior to the Effective Time; (e) any Liabilities of the City or the Hospital arising out of or relating to any Employee Benefit Plan of any nature whatsoever maintained or contributed to by the City or the Hospital or each of their respective Affiliates for the benefit of its or their employees (including under the PERS Plans); (f) any Liabilities of the City or the Hospital for any present (i.e. on the Execution Date or the Closing Date) or former employees, retirees, independent contractors or consultants of the City or the Hospital, including any Liabilities associated with any claims for wages, compensation or other benefits, bonuses, commissions, paid time off, workers’ compensation, severance, retention, termination, damages, statutory penalties, attorneys’ fees and costs, or any other payments, to the extent arising out of or relating to the employment, retention or termination of employment or services of such Persons (including any Liabilities associated with the City’s or the Hospital’s use, or provision of, contract labor) or any other facts, circumstances or conditions existing on or prior to the Effective Time; (g) Liabilities for Taxes, including (i) any Taxes arising as a result of the operation of the Business or the ownership of the Purchased Acquired Assets through or the Hospital prior to the Effective Time; (ii) any Taxes that may arise as a result of the transfer and conveyance of the Acquired Assets pursuant to this Agreement; and (iii) any deferred Taxes of any nature; (h) Both (i) Agency Settlements, and (ii) Liabilities to Government Reimbursement Programs for overpayments and other financial obligations arising from adjustments or reductions in reimbursement attributable to events, transactions, circumstances or conditions occurring or existing prior to the Effective Time (“Settlement Payments”). For the avoidance of doubt, the Parties acknowledge that SEARHC does not assume any Liabilities associated with Settlement Payments or Agency Settlements; (i) Any accounts payable with respect to the Business or the Hospital, whether or not reflected on the City’s or the Hospital’s books, as of the Closing DateDate or arising thereafter from the operation of the Business or the Hospital prior to the Effective Time (“Accounts Payable”); (j) With respect to any retrospective settlement of any cost report for an amount less than such original cost report relating to a period ending prior to the Effective Time, all obligations of the City or the Hospital now existing or which may hereafter exist with respect to any payment or reimbursement owed by the City or the Hospital to any Government Reimbursement Program or other payor which is attributable to any period of time ending on or prior to the Effective Time; (k) The aggregate Excess PTO Liability; (l) The City’s or the Hospital’s expenses relating to this Agreement; and (m) All professional liability claims or other claims for acts or omissions of the City, the Hospital, its employees or contractors.

Excluded Liabilities. (a) Notwithstanding any other provision of this Agreement, except for the Assumed Liabilities expressly specified in Section 1.5, Buyer and its Affiliates shall not assume, or take in any way be liable for the Purchased Assets subject topayment, performance or discharge of, any liability Liabilities of Seller or obligation any of any kind or nature (its Affiliates, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due known or to become due) unknown, or whether arising out of occurrences prior to, at or after the Effective Time (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). Excluded , including the following Liabilities include, without limitation(and notwithstanding anything to the contrary in Section 1.5, the following: Assumed Liabilities in all events exclude): (ia) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating related to the period during which Seller owned and operated ownership or operation of the Purchased Assets; (v) Business at or prior to the Effective Time, except to the extent included in the Current Liabilities to Seller’s current employees, including compensation, severance and benefits through or the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.Assumed Liabilities; (b) all Liabilities arising out of or related to the return or claimed spoilage of Products manufactured prior to the Effective Time (whether physically returned, or whether a credit, deduction or other accommodation is made); (c) all Liabilities arising out of or related to Safety Notices of Products manufactured prior to the Effective Time; (d) all Liabilities arising out of or related to any Default under any Transferred Contract occurring at or prior to the Effective Time; (e) all Liabilities arising out of or related to Indebtedness for borrowed money of Seller will be solely liable foror any of its Affiliates; (f) all Liabilities arising out of or related to manufacturer’s coupons relating to Products and issued prior to the Effective Time; (g) all Liabilities arising out of or related to trade and consumer promotions relating to Products arising from trade promotion activities or events occurring prior to the Effective Time (whether paid or payable in the form of cash or through a credit, and will paydeduction or other accommodation or in any other form); (h) all Environmental Liabilities arising out of or related to the (i) ownership or operation of the Business or the Acquired Assets at or prior to the Effective Time, discharge(ii) ownership or operation of the Facilities, and perform when due(iii) the Release of Hazardous Substances or Handling of Hazardous Substances at, in, on, under or from the Facilities, (iv) any exposure to Hazardous Substances occurring prior to, on, or after the Closing Date, to the extent such Hazardous Substances were Released prior to the Closing Date, at, in, or from any Facility, (v) any violation of or noncompliance with Environmental Laws or Environmental Permits occurring or existing prior to the Closing Date by the Seller, at any Facility, pertaining to any Product, or otherwise in connection with the Business, including, in each case, any continuation of any such violation or noncompliance subsequent to the Closing Date, or (vi) ownership or operation of the Excluded Assets, in each case including those relating to (x) compliance with any Environmental Law, (y) the investigation, removal, cleanup or remediation of any Hazardous Substances whether on-site or off-site, or (z) any alleged personal injury or property damage involving any Hazardous Substance; (i) all Excluded Employee Liabilities, except as expressly provided in Section 6.16; (j) all Liabilities arising out of or related to the Excluded Taxes; (k) all Liabilities of Seller or its Affiliates to the extent arising out of or related to the Excluded Assets; (l) all Liabilities arising out of or related to Transfer Taxes that are the responsibility of Seller pursuant to Section 8.6(b); (m) all Liabilities arising out of or related to any injury to or death of any Person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products manufactured or relating from services performed by or on behalf of Seller or its Affiliates or any other Person at or prior to the ownership Effective Time; (n) all Liabilities arising out of or related to any Proceedings against Seller or its Affiliates, which shall have been asserted prior to the Effective Time or to the extent the basis of which shall have arisen or shall relate to periods at or prior to the Effective Time; (o) all Liabilities arising out of or related to any Lien or any Permitted Lien on any of the Purchased Acquired Assets through or any of the Excluded Assets existing as of the Effective Time, regardless of when such Liabilities come due; (p) all Liabilities of Seller or its Affiliates arising out of or related to any fees, expenses or other payments to any agent, broker, investment banker or other firm or Person retained or employed by Seller or its Affiliates in connection with the transactions contemplated by this Agreement; (q) all Liabilities of Seller or its Affiliates arising out of or related to any customer rebates or upcharges, except to the extent included in the Closing DateStatement; and (r) all other Liabilities of Seller and its Affiliates that are not Assumed Liabilities.

Excluded Liabilities. (a) Except for the Assumed Liabilities, in no event will Buyer shall not assume, agree to pay, discharge or take the Purchased Assets subject tosatisfy, or otherwise have any responsibility for, any liability or obligation Liability (together with all other Liabilities of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such of the Seller Parties that are not Assumed Liabilities, the “Excluded Liabilities”): (a) relating to any Liability (including, without limitation, accounts payable or intercompany amounts) owed by Seller to any Affiliate of Seller; (b) relating to any accounts payable with respect to services received by Seller on or prior to the Closing Date (“Excluded AP”). ; (c) Liabilities incurred prior to the Closing, other than Liabilities (i) set forth on Schedule 2.05(c) or (ii) included as part of the Closing Working Capital transferred by Seller to Buyer pursuant to this Agreement; (d) for Excluded Liabilities includeTaxes; (e) with respect to Indebtedness, including any interest or penalties accrued thereon; (f) to any employee, Governmental Authority or other Person, related to the operation of the Business or the Assets prior to the Closing Date; (g) relating to, resulting from or arising out of (i) claims made in pending or future Actions or (ii) claims based on or arising out of actual or alleged violations of Law as in effect prior to the Closing, breach of contract, employment matters or environmental, health and safety matters, alleged tortious conduct or any other actual or alleged misfeasance, malfeasance or failure of any of the Seller Parties or any of their respective officers or directors to perform any obligation, in each case (i) and (ii) arising out of or relating to events which shall have occurred, or services performed, or the operation of the Business or the Assets prior to the Closing Date; (h) relating to or arising out of the ownership or operation of the Business or the Assets prior to the Closing Date, in each case arising under or imposed by any Environmental Law or any Environmental Condition; (i) to indemnify or reimburse amounts to any officer, director or employee of any of the Seller Parties; (j) relating to or arising from any Benefit Plan; (k) pertaining to any Excluded Asset; (l) except as included as part of the Closing Working Capital transferred by Seller to Buyer pursuant to this Agreement, relating to all wages, bonuses, commissions, independent contractor payments, payroll, workers’ compensation, unemployment benefits, stay, change of control, severance, bonus or similar payments due by Seller to any Person and other accelerations or increases in rights or benefits of Seller’s employees (or former employees) under any plan, agreement or arrangement of Seller which obligation, in each case, (A) arises at or prior to the Closing, (B) relates to any current or former employee or contractor of Seller solely with respect to services rendered to Seller, whether such obligations arise prior to, on or after the Closing Date, or (C) is payable or becomes due in whole or in part as a result of the consummation of the Transactions, including all employer, payroll or other similar Taxes, any Tax withholding and any gross-up or similar payments for another Person’s Taxes that are payable in connection with or as a result of the payment of such Liability; (m) relating to, resulting from or arising out of any former operations of any of the Seller Parties that have been discontinued or disposed of prior to the Closing Date or relating to, resulting from or arising out of any operations of any of the Seller Parties other than the Business, including, without limitation, the following: Retained Business; (in) trade and accrued Liabilities; Seller Transaction Expenses; (iio) bank debt, other secured debt, including capital lease obligations, and debts for any damage to limited liability company members and related parties; real or personal property leased by any of the Seller Parties which occurred prior to the Closing Date; (iiip) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which real property owned or leased by any of the Seller owned and operated the Purchased Assets; Parties; (ivq) claims against, and Liabilities of, Seller arising out of any actions or inactions failure of Seller the operation of the Business to have been in compliance with any applicable Laws and Governmental Orders prior to the Closing; (or any predecessor of Sellerr) relating to any failure by any of the period during which Seller owned Parties to possess all Permits required to conduct the Business or comply with any terms and operated requirements of its Permits prior to Closing; (s) arising out of the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered classification by the Closing; (vi) Seller Parties of any Liabilities arising Person who has performed services to, for, or on behalf of, the Business prior to Closing as an employee or an independent contractor, or as an exempt or non-exempt employee under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officersFair Labor Standards Act of 1938, directors, members, managers, owners, employeesas amended, and agentscomparable state and local laws; or (t) of any of the Seller Parties or any of their respective officers or directors arising or incurred in connection with the negotiation, preparation and (viii) execution of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby. Such Excluded Liabilities shall include all Actions relating to any or all of the foregoing and all other Liabilities whatsoever of Sellercosts and expenses in connection therewith. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. (a) Notwithstanding any provision in this Agreement to the contrary, except for the Assumed Liabilities, Buyer shall not assumeassume or be obligated to pay, perform or take otherwise discharge any other Liabilities of Seller. From and after the Purchased Assets subject toClosing, any liability or obligation Seller shall remain liable for and shall pay, perform and discharge when due all Liabilities of any kind or nature Seller and its Affiliates that are not specifically included in the Assumed Liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities include, without limitationincluding, but not limited to, the following: : (i) trade and accrued Liabilities; all Liabilities of Seller under or related to the Excluded Assets, including all Liabilities of Seller under or related to Excluded Contracts; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from the breach or default (or any act or omission by Seller which, with or without notice or lapse of time or both, would constitute a breach or default) prior to the Closing of any term, covenant or provision of any Contract; (iii) all Liabilities of Seller related to the current portion of long-term debt, cash overdrafts and the fair value of derivatives; (iv) all Liabilities for Taxes with respect to the Business or Acquired Assets for all periods prior to the Effective Time; (v) all Liabilities of Seller now existing or which may hereafter exist by reason of any violation or alleged violation of any Laws, including but not limited to any Laws with respect to the termination of employment or period of service of any employee or independent contractor employed or retained by Seller, or any of their Affiliates, before or at the time of the Closing, or by an employee or independent contractor of Seller in which Seller is alleged to be responsible for the acts or omissions of any such Person, relating to the ownership, use or operation of the Acquired Assets or the Business prior to the Closing; (vi) all Liabilities of Seller arising out of or relating to any Proceeding against Seller or any of their employees or agents to the extent (A) resulting from any acts or omissions which occurred prior to the Closing, (B) in respect of the operation of the Business to the extent such litigation or claim related to the operation of the Business on or prior to the Closing Date, or (C) with respect to any Excluded Assets; (vii) all Liabilities arising out of or related to any Employee Plan, 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 kind for Seller’s or any of Seller’s Affiliates’ employees or former employees or both, including but not limited to claims listed on Schedule 1.4(b)(vii); (viii) all Liabilities arising out of or relating to violations of any Environmental Laws arising from any real property owned or utilized in connection with the Business prior to the Closing, including the Wilmarco Avenue Property (the “Real Property”), or any condition thereon; (ix) any Liability arising out of or relating to Seller’s leasing or operation of the Real Property; (x) any Liability to any taxing authority arising out of Laws applicable to bulk sales transactions and any Liability arising out of non-compliance with such bulk sales Laws (except for any applicable sales Taxes due with respect to the transfer to Buyer of owned motor vehicles included in the Acquired Assets, as provided in Section 4.5); (xi) any Liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Seller; (xii) any Liability arising out of or relating to the ownership products of Seller to the extent sold prior to the Effective Time; (xiii) any Liability of Seller or any other Person to distribute to the Stockholders or otherwise apply all or any part of the Purchased consideration received hereunder; (xiv) any Liability of Seller for income, transfer, sales, use, and other Taxes arising in connection with the consummation of the transactions contemplated hereby (including any income Taxes arising because Seller is transferring the Acquired Assets); (xv) all obligations of Seller for Indebtedness, including obligations under guarantees for Affiliate Indebtedness; (xvi) all Liabilities arising out of or relating to the termination of employment or period of service of any employee or independent contractor employed or retained by Seller, or any of its Affiliates, or arising out of or relating to Seller’s sale of the Business or any of the Acquired Assets through to Buyer, on or prior to the Closing Date.Closing; and

Excluded Liabilities. Notwithstanding any provision in this Agreement, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller (or any predecessor owner of all or part of such Seller’s business and assets) of whatever nature whether presently in existence or arising hereafter, including, without limitation, any liability for any claim, action, suit or proceeding pending against, or judgment against, any Seller (including the Purchased Assets) as of the Closing Date. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of such Seller (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Notwithstanding any provision is this Agreement or any other writing to the contrary, Excluded Liabilities include, without limitation: (a) Buyer shall not assumeany liability or obligation arising out of any action, suit, proceeding, or take the Purchased Assets subject investigation pending or threatened as of, or arising out of or relating to any event or condition occurring or existing prior to, the Closing, including, without limitation, the items described in Schedule 3.7; (b) any liability or obligation arising out of or relating to any violation of any law, rule, regulation, judgment, injunction, order or decree occurring or arising out of or relating to any event or condition occurring or existing prior to the Closing; (c) any liability or obligation of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes; provided that Apportioned Obligations shall be paid in the manner set forth in Section 8.2; (d) any liability or obligation for (i) all costs and expenses incurred or owed in connection with the administration of the Chapter 11 Case (including the U.S. Trustee fees, the fees and expenses of attorneys, accountants, financial advisors, consultants and other professionals retained by Sellers, the creditors’ committee, the postpetition lenders or the prepetition lenders incurred or owed in connection with the administration of the Chapter 11 Case) and (ii) all costs and expenses of Sellers in connection with the transactions contemplated under this Agreement, and any contracts related thereto; (e) any accounts payable of any Seller; (f) any liability or obligation for or relating to indebtedness for borrowed money; (g) any liability or obligation relating to an Excluded Asset; (h) any liabilities, commitments or obligations that arise (whether under the Assumed Contracts or otherwise) with respect to the Assets or the use thereof on or prior to the Closing Date or relate to periods 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 tort or other product liability claims); (i) any liability or obligation of any kind under any Contract that is not an Assumed Contract; (j) any liability or nature (whether known obligation for fraud, breach, misfeasance or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: (i) trade and accrued Liabilities; (ii) bank debt, under any other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes theory relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employeesconduct, including compensation, severance and benefits through the Closing Date performance or otherwise triggered by the Closingnon-performance under any agreement; and (vik) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Sellerliabilities set forth on Schedule 2.4. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. (a) Notwithstanding any provision herein which may be construed to the contrary, except for the Assumed Liabilities Seller shall remain solely responsible for, and Buyer shall not assumeassume or be obligated in any way to pay, perform or take the Purchased Assets subject tootherwise discharge, any liability or obligation of Seller, the Shareholders or any kind of their Affiliates or nature (any liability or obligation arising in respect of the Tomco Business, whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or contingent (all such liabilities and obligations are referred to become due) (a “Liability”) (such Liabilities, herein collectively as the “Excluded Liabilities”). The Excluded Liabilities include, without limitation, the following: specifically include but are not limited to (ia) trade and accrued Liabilitiesany liabilities of Seller or its Affiliates for Taxes; (iib) bank debt, any trade payables or other secured debtobligations (including unpaid legal fees) of Seller or any of its Affiliates; (c) all amounts owed by Seller to any lenders; (d) any of Seller’s liabilities and obligations to employees of Seller or its Affiliates, including capital lease obligationsany liabilities or obligations for wages or benefits, and debts to limited liability company members and related partiesseverance obligations or obligations under the WARN Act arising from the termination of any employees by Seller or its Affiliates; (iiie) taxesany costs or expenses incurred by Seller incident to its sale of the Assets, including payroll taxesthe negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein; (f) any liabilities, sales taxescosts or expenses arising from any Legal Proceedings against Seller or any of its Affiliates; (g) any liabilities or obligations of Seller relating to an actual or alleged breach of contract, withholding tort, infringement, claim or violation of any Law by Seller, or strict liability; and all other taxes (h) any of Seller’s liabilities or obligations (contingent or otherwise and including liability for response costs, personal injury, property damage or natural resource damage) arising under any Environmental Laws, including those relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims againsthandling, and Liabilities oftreatment, Seller arising out storage, disposal, Release or threatened Release of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Sellersubstance. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. (a) Except as expressly assumed pursuant to Section 1.3, Buyer is not assuming and shall not assume, or take the Purchased Assets subject to, have any liability or obligation whatsoever for any Liabilities of the Seller Entities or any of their Affiliates (or any predecessors of the Seller Entities or any of their Affiliates) whatsoever, whether or not arising out of the ownership or operation of any kind Restaurant, the Business or nature the Acquired Assets, all of which will be retained and satisfied when due by any Seller Entity or any of their Affiliates, as applicable (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). , which Excluded Liabilities include, without limitationshall include the following: (a) all Liabilities of the Seller Entities or any of their Affiliates arising under this Agreement, the following: Merger Agreements or the Related Agreements or from the consummation of the transactions contemplated hereby or thereby; (ib) trade and accrued Liabilities; (ii) bank debtall Liabilities of the Seller Entities or any of their Affiliates to any present or former director, other secured debtofficer, including capital lease obligationsmember, and debts to limited liability company members and related parties; (iii) taxesmanager employee, including payroll taxes, sales taxes, withholding and all other taxes relating to consultant or independent contractor of the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out Entities or any of any actions or inactions of Seller their Affiliates (or any predecessor thereto), or any of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employeestheir respective spouses, children, other dependents or beneficiaries, including compensation, severance any and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any all Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officersfederal, directorsstate, memberslocal or foreign Laws, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.Approvals or Orders; (bc) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of the Seller Entities or any of their Affiliates (or any predecessor thereto) to any Affiliate or current or former equityholder, member, convertible debt holder, option or warrant holder or holder of other equity or debt interests (or any of their successors, assigns, heirs or legal representatives) of the Seller Entities or any of their Affiliates (or any predecessor thereto); (d) all Liabilities of the Seller Entities or any of their Affiliates (or any predecessor thereto) in respect of any Indebtedness, accrued expenses or Transaction Expenses, including all intercompany payable balances owing by the Seller Entities or any of their Affiliates; (e) all Liabilities (i) of the Seller Entities or any of their Affiliates (or any predecessors thereto) for or in respect of Taxes for any period (without regard to whether such period (or portion thereof) is a Pre-Closing Tax Period) and (ii) arising from or attributable to Taxes imposed on the Acquired Assets or the Business for any Pre-Closing Tax Period, including any Taxes resulting from or relating to the ownership consummation of the Purchased Assets through transactions contemplated hereby (including any Taxes that may become due as a result of (or are identified by or otherwise concerning) any bulk sales or similar Law); (f) all Liabilities arising under or relating to any written or oral Contract relating to the Restaurants or the Business to which any Seller Entity or any of their Affiliates is a party or by which any Seller Entity, any of their Affiliates or any of their respective assets or properties is otherwise subject or bound, other than Liabilities arising under the Assigned Contracts to the extent provided in Section 1.3(a); (g) all Liabilities of the Seller Entities or any of their Affiliates (or any predecessor thereto) for any Actions against the Seller Entities or any of their Affiliates (or any predecessor thereto), including any Actions pending or threatened against the Seller Entities or any of their Affiliates (or any predecessor thereto) as of the Closing Date; (h) all Liabilities of the Seller Entities or any of their Affiliates (or any predecessor thereto) arising out of or resulting from any violation of or non-compliance with any federal, state, local or foreign Approvals, Laws or Orders; (i) all Liabilities of the Seller Entities or any of their Affiliates (or any predecessor thereto) arising out of, relating to or resulting from any obligation to indemnify any Person (other than pursuant to an Assigned Contract to the extent assumed pursuant to Section 1.3(a)); (j) all Liabilities relating to, based in whole or in substantial part on events or conditions occurring or existing in connection with, or arising out of, the employment of any employee of the Seller Entities or any of their Affiliates and with respect to the termination of any employee of the Seller Entities or any of their Affiliates; (k) all Liabilities arising under any Employee Benefit Plan or any benefit, Tax or compensation Liability of any ERISA Affiliate; (l) all Liabilities arising out of or relating to the ownership or operation of the Acquired Assets or the Business prior to the Closing; and (m) all Liabilities arising out of or attributable in any manner to the Excluded Assets. The disclosure of any Liability on any schedule to this Agreement shall not create an Assumed Liability or other Liability of Buyer, except where such disclosed Liability has been expressly assumed by Buyer as an Assumed Liability pursuant to Section 1.3.

Excluded Liabilities. (a) Buyer Notwithstanding the provisions of Section 2.3, the Buyers shall not assume, or take assume the Purchased Assets subject to, any liability or obligation of any kind or nature following Liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). , which shall remain the exclusive responsibility of the Seller Parties or their Affiliates: (a) the Retained Environmental Liabilities; (b) any Liability of the Seller Parties or their Affiliates and predecessors in respect of or otherwise arising from the Excluded Liabilities includeAssets, without limitationexcept to the extent caused by the acts or omissions of the Buyers or the Buyers’ Representatives or by the Buyers’ ownership, lease, maintenance or operation of the following: Acquired Assets; (c) any Liability of the Seller Parties or their Affiliates and predecessors arising from the execution, delivery or performance of this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby; (d) any Liability of the Seller Parties or their Affiliates and predecessors under contracts or Leases which are not Assumed Contracts, except to the extent caused by the acts or omissions of the Buyer or the Buyers’ Representatives or by the Buyers’ ownership, lease, maintenance or operation of the Acquired Assets; (e) any Liability of the Seller Parties or their Affiliates and predecessors for any fines or penalties imposed by a Governmental Entity resulting from any (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts investigation or proceeding by a Governmental Entity pending on or prior to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered (ii) acts or omissions of the Seller Parties or their Affiliates and predecessors on or prior to the Closing Date; (f) any Liability in respect of Taxes attributable to the Acquired Assets for taxable periods, or portions thereof, ending on or before the Closing Date (as prorated under Section 3.4(a)(i) for Taxes described therein), except for Transfer Taxes pursuant to Section 7.9(a); (g) any Liability of the Seller Parties or their Affiliates arising from the breach or default by the Closing; Seller Parties or their Affiliates, prior to the Closing Date, of any Assumed Contracts or any other contract, license, agreement or personal property lease entered into by any of the Seller Parties or their Affiliates with respect to the Purchased Assets; (vih) any Liability of the Seller Parties or their Affiliates and predecessors relating to any cause of action pending, or threatened in writing, prior to the Closing Date against the Seller Parties or their Affiliates and predecessors or their assets; (i) any Liabilities arising under the Leases through the Closing Daterelating to any matters identified on Schedule 2.4(i); (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.and (bj) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of the Seller arising from Parties for Indebtedness incurred on or relating prior to the ownership of the Purchased Assets through the Closing DateClosing.

Excluded Liabilities. Except as expressly provided in Section 2.1.3, neither the Purchaser nor any Designated Purchasers shall assume or be deemed to have assumed any Liabilities of the Sellers or their Affiliates other than the Assumed Liabilities (a) Buyer shall not assume, or take the Purchased Assets subject to, any liability or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, Excluded Liabilities include, without limitation, : (a) all Indebtedness of the following: Sellers and their Affiliates; (ib) trade and accrued Liabilities; all Liabilities arising out of the Contracts that are not Assigned Contracts (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions Excluded Contracts and Liabilities arising out of that portion of any arrangement entered into pursuant to Section 5.15 for which Sellers are responsible by the terms thereof); (c) all accounts payable and trade payables of the Sellers, including intercompany payables; (d) all fees or inactions commissions of Seller (any brokers, funds or investment banks in connection with the transactions contemplated by this Agreement and the other Transaction Documents based upon arrangements made by or on behalf of the Sellers or any predecessor of Sellertheir Affiliates; (e) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered any Cure Costs payable by the Closing; Sellers pursuant to Section 2.1.7; (vif) any Liabilities arising under the Leases through from or based on events or conditions occurring or existing prior to the Closing Date; Date and connected with, arising out of or relating to (viix) the Release or threatened Release of any Liabilities arising under Hazardous Materials at any location currently or formerly owned, operated or used by the Transferred Contracts through Business or at any location to which Hazardous Materials generated, stored, handled or processed by the Closing Date; Business were sent, released or disposed of, or (viiiy) compliance or the alleged non-compliance by the Business with any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of SellerEnvironmental Law or Environmental Permit. (bg) Seller will be solely liable all Liabilities for, and will payor related to any obligation for, dischargeany Tax that is not expressly assumed by the Purchaser or any of the Designated Purchasers pursuant to ARTICLE VI (including, and perform when duefor the avoidance of doubt, any income or gross receipts Tax imposed on any of the Sellers); (h) all Excluded Employee Liabilities; (i) all Liabilities of Seller the Sellers arising from or relating to under this Agreement and the ownership Ancillary Agreements; and (j) all Liabilities of NN Turkey, the Purchased Assets through the Closing DateLGN Joint Venture, Uni-Nortel.

Excluded Liabilities. (a) Notwithstanding the foregoing or anything to the contrary set forth herein, Buyer shall not assumeassume or become responsible for, or take and the Purchased Assets subject toSeller Entities shall remain solely liable for, any liability and all Liabilities or obligation obligations of any kind or nature Seller Entity (whether known or unknown, asserted or unasserted, whether absolute or contingent, whether liquidated or unliquidated, whether accrued or unaccrued, liquidated or unliquidated, or whether due or to become due, and whether claims with respect thereto are asserted before or after the Closing) other than the Assumed Liabilities (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). Excluded , including: (a) all Liabilities include, without limitation, that are not Assumed Liabilities; (b) all Liabilities whenever arising to the following: (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes extent relating to any of the period during which Excluded Assets; (c) all Liabilities of any Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller Entity or any Affiliate thereof or any of their respective Representatives arising out of any actions alleged or inactions actual acts or omissions, breach, failure to comply with, violation or other deficiency in respect of Seller (any Regulatory Requirement, Fiduciary Requirement, Tax Matters or any predecessor of Seller) Action related thereto or instituted thereunder by any Person arising out of, attributable to, relating to or resulting from the period during which conduct by any Seller owned and operated Entity of any business activity or the ownership, operation or conduct of the Acquired Business or the Purchased Assets; (v) Liabilities Assets prior to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; of any Seller Entity; (vid) all Liabilities of any Liabilities Seller Entity whenever arising under Contracts which are not Assumed Contracts including the Leases through Contract set forth in Section 2.4(d) of the Disclosure Schedules; (e) all Liabilities of any Seller Entity arising out of any Action pending or threatened on or prior to the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.; (bf) Seller will be solely liable for, all Liabilities with respect to Excluded Taxes; (g) except as provided in Section 2.3(a) and will pay, discharge, and perform when duesubject to Section 5.10, all Liabilities of any Seller arising from Entity to pay salaries, severance, termination pay, redundancy pay, pay in lieu of notice, accrued vacation time, personal time and sick leave payable, bonuses or relating other payments or reimbursements to any current or former employee, independent contractor, partner or director of any Seller Entity whose employment is terminated (or treated as terminated) in connection with the ownership consummation of the Purchased Assets through transactions contemplated by the Agreement and all Liabilities resulting from the termination of employment of any current or former employee, independent contractor, partner or director of any Seller Entity on or prior to the Closing Date.; (h) all Excepted Balance Sheet Liabilities;

Excluded Liabilities. (a) Buyer Notwithstanding the provisions of Section 1.3 or any other provision in this Agreement to the contrary, Purchaser shall not assumeassume and shall not be responsible to pay, perform or take the Purchased Assets subject to, discharge any liability Liabilities of Seller Group or obligation any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities include, without limitation, include the following: : (a) any Liabilities in respect of any pending or threatened Action relating to Seller Group or its Affiliates, including any Action arising out of, relating to or otherwise in respect of the operation of the ECM Business or the Purchased Assets, including those arising out of or relating to the Horizon CID or any Covered DOJ Action (each as defined in the McKesson Agreement); (b) any Liability for Taxes of or imposed on any member of Seller Group or any Affiliate thereof for any Taxable Period, whether or not relating to or arising from the ECM Business, other than Taxes that are Assumed Liabilities, if any; (c) except for the Assumed Software Expenses, all trade accounts payable, accrued expenses, current liabilities and Indebtedness of Seller Group, including any intercompany payables owing to or among Seller Group or any of its Affiliates; (d) except for the Assumed Retention Bonuses, any Liabilities arising under or in connection with any Seller Employee Plan or any employee benefit plan of McKesson Corporation or its Subsidiaries providing benefits to any present or former employee of Seller Group (including any ECM Employee, whether or not a Transferred Employee); (e) except for the Assumed Retention Bonuses, any Liabilities with respect to any present or former employees, officers, directors, retirees, independent contractors or consultants of Seller Group or any of its Affiliates (including any ECM Employee, whether or not an Offered Employee), including any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments, in each case, arising in connection with such Persons’ service with McKesson Corporation or its Subsidiaries or Seller Group or any of its Affiliates; (f) all Liabilities of the Seller Group to the extent related to any Excluded Assets, including any Liability under any Contract that is not an Assumed Liability pursuant to Section 1.3(a); (g) any Liabilities to the extent relating to hosting services, including Liabilities under any service level agreements (SLAs) with respect to such services or any ransomware claims; (h) except for Credits taken into account in the calculation of Net Working Capital for purposes of Sections 1.5 and 1.6, any Liabilities to provide Company Offerings for credit, including (i) trade any Liability related to credit-pooling arrangements and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; any Liability for Customer Negative Credit Balances existing as of the Closing Date; (iiii) taxes, including payroll taxes, sales taxes, withholding and all other taxes any Liability relating to the period during which Seller owned and operated conduct of the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating ECM Business prior to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employeesClosing, including compensationany recall, severance and benefits through warranty, guaranty, defect or similar claims with respect to any Company Offering to the Closing Date or otherwise triggered by the Closing; extent not an Assumed Liability; (vij) any Liabilities arising under out of, in respect of or in connection with the Leases through the Closing Datefailure by Seller Group or any of its Affiliates or predecessors to comply with any Law or Order; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.and (bk) all Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing DateTransaction Expenses.

Excluded Liabilities. (a) Notwithstanding anything in this Agreement to the contrary, except for the Assumed Liabilities, neither Buyer nor any of its Affiliates shall not assume, nor shall they be or take become responsible for, and shall be deemed not to have assumed, any Liabilities of any Seller, their Subsidiaries, the Business or any of the Purchased Assets subject to, any liability or obligation of any kind or nature (whatsoever, whether known absolute, accrued, contingent or unknown, asserted or unasserted, absolute or contingent, accrued or unaccruedotherwise, liquidated or unliquidated, or due or to become due) , known or unknown, currently existing or hereafter arising, matured or unmatured, direct or indirect, and however arising, whether existing on the Closing Date or arising thereafter as a result of any act, omission, or circumstance taking place on or prior to the Closing, and Sellers shall be solely and exclusively liable with respect to all such Liabilities (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). , including the following Liabilities: (a) any Liability of any Seller to the extent arising from any Excluded Asset; (b) all Liabilities includeor indebtedness for borrowed money of Sellers (including any indebtedness or accounts payable owing from any Seller to any Affiliate of any Seller); (c) except as set forth in Section 5.3.2 with respect to Transfer Taxes, (i) all Tax Liabilities of Sellers or their respective Affiliates for any taxable period, and (ii) all Tax Liabilities relating to the Purchased Assets, Assumed Liabilities or the Business attributable to a Pre-Closing Tax Period; (d) all employment-related Liabilities of Sellers or any of their Subsidiaries or of any of their predecessors, including, without limitation, the following: all accrued and unpaid payroll (i) trade including service credit and accrued Liabilities; paid time off, whether earned pre- or post- Closing Date), payroll Taxes, severance, accrued vacation, workers’ compensation and other employee-related claims, and any claim under the WARN Act, with respect to COBRA liabilities, or with respect to any applicable state or local corollary thereto, and any other liabilities for any action resulting from Sellers’ employees’ separation of employment; (iie) bank debt, all Liabilities of Sellers with respect to any terminated employees (or other secured debtindividual who is a COBRA qualified beneficiary on account of the individual’s relation to an employee) with respect to COBRA, including capital lease obligationsany individual who becomes an “M&A qualified beneficiary” within the meaning of sections 601, et. seq., of ERISA and debts section 4980B of the Code; (f) all Liabilities of Sellers or any of their predecessors with respect to limited liability company members and related parties; the termination of employment of Sellers’ “insiders” (iiias such term is defined under the Bankruptcy Code); (g) taxes, including payroll taxes, sales taxes, withholding and all other taxes Liabilities arising under or relating to the period during which Seller owned Plans (including all assets, trust, insurance policies and operated the Purchased Assets; administration service contracts related thereto), in each case, other than as expressly provided in Section 2.2.1(c)(ii); (ivh) claims againstall Liabilities for fees, costs and Liabilities of, Seller arising out expenses that have been incurred or that are incurred or owed by Sellers or of any actions of their predecessors in connection with this Agreement and the Ancillary Agreements or inactions the administration of Seller the Chapter 11 Cases (or any predecessor including all fees and expenses of Sellerprofessionals engaged by Sellers) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance administrative expenses and benefits priority claims accrued through the Closing Date 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 Ancillary Agreements, (ii) the negotiation, execution and consummation of the DIP Credit Agreement, and (iii) the consummation of the transactions contemplated by this Agreement, including any retention bonuses, “success” fees, change of control payments and any other payment obligations of Sellers or otherwise triggered of any of their predecessors payable as a result of the consummation of the transactions contemplated by this Agreement and the Closing; Ancillary Agreements; (vii) any outstanding and unpaid bonus, commission or incentive obligations in respect of any current or former employee, officer, director or other individual service provider of Sellers; (j) all Liabilities relating to Rejection Damages Claims; (k) all Liabilities relating to claims, actions, suits, arbitrations, litigation matters, proceedings or investigations (in each case whether involving any Third Party or Governmental Authority) involving, against, or affecting any Purchased Assets or Assumed Liabilities, the Business, Sellers, any of their Affiliates or predecessors, or any assets or properties of Sellers or of any of their predecessors, in each case relating to, resulting from, caused by or arising out of the ownership, operation or control of the Business to the extent accruing, arising out of or relating to events, occurrences, acts or omissions occurring or existing on or before the Closing Date; (l) all Liabilities relating to claims, actions, suits, arbitrations, litigation matters, proceedings or investigations (in each case whether involving any Third Party or Governmental Authority) involving, against, or affecting Sellers or any of their Subsidiaries, in each case relating to, resulting from, caused by or arising out of employment disputes or disputes with third party distributors, to the extent accruing, arising out of or relating to events, occurrences, acts or omissions occurring or existing on or before the Closing Date; (m) all Liabilities arising under Environmental Law relating to, resulting from, caused by or arising out of the ownership, operation or control of the Business, to the extent accruing, arising out of or relating to events, occurrences, acts or omissions occurring or existing on or before the Closing Date; (n) any Liability (whether arising before, on or after the Closing Date) with respect to any Business Employee or current or former employee of Sellers or any of their Subsidiaries who is not a Continuing Employee; (o) all Liabilities relating to claims for indemnification of any present or former officer, manager, employee, partner or member of any Seller whether arising under bylaws, certificates of formation or other formation documents, or Contract in each case arising out of or relating to (i) events, occurrences, acts or omissions occurring or existing on or before the Closing Date or (ii) the operation of the Business or the Purchased Assets by Buyer on or before the Closing Date; (p) all Liabilities for ordinary course accounts payable incurred and unpaid by any Seller as of the Closing Date that are not expressly assumed by Buyer pursuant to Section 2.2.1(g); (q) any Liabilities arising under out of a Contract, including any Contract for the Leases through the Closing Datelease, sublease, license, or other right to use or occupy real property, that is not a Purchased Contract; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.and (br) the Liabilities set forth on Section 2.2.2(r) of the Seller will Disclosure Schedules, which Section of the Seller Disclosure Schedules may be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising modified by Buyer from or relating the date hereof through one (1) Business Day prior to the ownership of Auction, but in the Purchased Assets through event no Auction is held, the Closing DateSale Hearing in accordance with Section 4.3.4.

Excluded Liabilities. (a) The parties acknowledge that the transactions contemplated by this Agreement involve a purchase and sale of assets, and that Buyer shall is not assume, or take the Purchased Assets subject to, any liability or obligation a legal successor of any kind Seller and is assuming only the Assumed Liabilities and not any other liabilities of the Sellers or any of their Affiliates of any nature (whatsoever, whether known or unknown, asserted or unasserted, absolute or contingent, accrued and whether presently existing or unaccruedhereafter arising. All such other liabilities and obligations shall be retained by and remain liabilities and obligations of the Sellers and/or their Affiliates, liquidated or unliquidated, or due or as applicable (all such liabilities and obligations not expressly assumed by Buyer hereunder being herein referred to become due) (a “Liability”) (such Liabilities, as the “Excluded Liabilities”). The Excluded Liabilities include: (a) any liabilities of the Seller for costs and expenses incurred (or to be incurred) for services performed by its legal, financial, accounting and investment banking advisors in connection with the transactions contemplated by this Agreement including, without limitation, the following: (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out any broker’s fees of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.Sellers’ broker; (b) any liabilities of the Sellers relating to their performance under this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby; (c) any liabilities of the Sellers for Intercompany Accounts; (d) any liabilities of the Seller will be solely liable for, and will pay, discharge, and perform when duefor asset retirement obligations related to railcars; (e) except as expressly set forth in this Agreement, all Indebtedness, Contracts and Liabilities of Seller arising from any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) relating to or arising out of the ownership or operation of the Purchased Assets through or the conduct of the Business prior to the Closing; (f) all Liabilities of Sellers or any of their Affiliates under the Assumed Contracts to the extent required to be paid or performed prior to Closing; (g) all Liabilities arising out of or relating to or associated with the Excluded Assets; (h) all Liabilities of Sellers and their respective Affiliates with respect to Taxes as provided in Section 8.4; (i) all Liabilities of Sellers and their respective Affiliates with respect to Employees as provided in Exhibit C; (j) All Liabilities of Sellers and their respective Affiliates related to the Green Shift License Agreements; (k) All Liabilities of Sellers and their respective Affiliates related to Syngenta; and (l) All Liabilities accruing, arising out of or related to the ownership, possession, use, operation or condition of the Purchased Assets before the Closing, including liabilities for personal injury or death or damage to property of any Third Party attributable to or arising out of the ownership or operation of the Purchased Assets before the Closing and any liabilities and obligations, including any products liability for defective or off-spec Inventories sold to Third Parties prior to the Closing Date.

Excluded Liabilities. (a) Buyer Except for the Assumed Liabilities, the Purchaser shall not assume, or take become liable for the Purchased Assets subject topayment or performance of, any liability or obligation Liabilities of any kind or Seller of any nature (whatsoever, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidatedincluding, or due or to become due) without limitation, the following Liabilities (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”) which shall remain Liabilities of Sellers: (a) all Liabilities of the Sellers relating to or otherwise arising, whether before, on or after the Closing Date, out of, or in connection with, any of the Excluded Assets; (b) all Liabilities of the Sellers in respect of Non-Assumed Contracts; (c) except to the extent that Liabilities are assumed pursuant to Section 2.3(a) or Section 2.3(g) (which shall be Assumed Liabilities). , litigation and related claims and Liabilities arising out of or in connection with events occurring on or prior to the Closing Date, no matter when raised; (d) any and all Liabilities relating to any environmental, health or safety matter (including any Liability or obligation under any Environmental Law), arising out of or relating to any Seller’s operation of their respective businesses or their leasing, ownership or operation of real property on or prior to the Closing Date no matter when raised; (e) except to the extent that Liabilities are assumed pursuant to Section 2.3(d), Section 2.3(e) and Section 2.3(g) (which shall all be Assumed Liabilities), all Liabilities of each Seller in respect of Indebtedness, whether or not relating to the Business, including all Liabilities arising under the First Lien Loan Documents and the Second Lien Loan Documents; (f) except to the extent that Liabilities are assumed pursuant to Section 2.3(a), Section 2.3(c) and Section 2.3(g) (which shall all be Assumed Liabilities), any claims, demands, proceedings or causes of action subject to or covered by the Additional Excluded Insurance Policies; (g) any and all Liabilities includeunder the Excluded Plans and any Seller Plan not set forth in Section 5.17 of the Seller Disclosure Schedule; (h) any and all Liabilities of any Seller for Taxes; (i) any payments due to any equityholders of Sellers in respect of management or other fees other than compensation owed to equityholders who are Employees of any Seller in the Ordinary Course of Business; (j) all Liabilities set forth on Section 2.4(j) of the Seller Disclosure Schedule; (k) any Liabilities of any Seller in, under or pursuant to Intercompany Obligations, except as provided in Section 2.3(g); (l) any and all Liabilities of any Seller under any collective bargaining agreement or any agreement with any labor union; and (m) any Liabilities arising from the operation of any successor liability Laws, including, without limitation, the following: (i) trade and accrued Liabilities; (ii) bank debt“bulk sales” statutes, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated extent that non-compliance therewith or the failure to obtain necessary clearances would subject the Purchaser or the Purchased Assets; (iv) Assets to the claims against, and Liabilities of, Seller arising out of any actions or inactions creditors of Seller (or any predecessor of Seller) relating the Sellers other than with respect to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employeesAssumed Liabilities, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) would subject any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through to any Liens or other restrictions, other than Liens arising in connection with the Closing DateAssumed Liabilities. For the avoidance of doubt, except as expressly noted above, none of the Excluded Liabilities shall be included as Assumed Liabilities.

Excluded Liabilities. (a) Notwithstanding the provisions of Section 2.3.1 or any other provision in this Agreement to the contrary, Buyer does not assume and shall not assumebe responsible to pay, perform or take the Purchased Assets subject to, discharge any liability liabilities of Seller or obligation any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) liabilities (other than Assumed Liabilities) relating to, resulting from, or arising out of facts, circumstances or conditions existing on or prior to the Closing, the operation of the Business or the Purchased Assets prior to Closing or the ownership of the Purchased Assets prior to the Closing; (b) liabilities to the extent relating to, resulting from or arising out of the Excluded Assets, (c) liabilities for Taxes of Seller (or any Affiliate of Seller) and any liabilities for Taxes imposed with respect to ownership and operation of the Business, the Purchased Assets, or the Assumed Liabilities for any Pre-Closing Period (calculated for a Straddle Period in accordance with Section 7.1.1); (d) all Indebtedness of Seller and its Affiliates; (e) liabilities of Seller and its Affiliates arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (f) liabilities to the following: extent relating to, resulting from or arising out of the KD Acquisition other than the KD Assumed Liabilities; (g) liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date; (h) any liability involving current or former employees, directors and individual independent contractors of the Seller or its subsidiaries or Affiliates existing as of or prior to the Closing or related to services performed or events that have occurred at or prior to the Closing, including with respect to any wages, benefits, bonuses, commissions, independent contractor or agent payments, payroll, workers’ compensation, unemployment benefits, severance, change of control bonuses, success bonuses, stay or retention obligations, or any other similar payments, except for Accrued PTO; (i) trade any liability involving current or former employees, directors and accrued Liabilities; (ii) bank debtindividual independent contractors of the Seller or its subsidiaries or Affiliates with respect to change of control bonuses, other secured debttransaction bonuses, including capital lease success bonuses, stay or retention obligations, or any other similar payments payable or triggered in connection with the transactions contemplated by this Agreement, including, without limitation, liabilities arising under the plan identified on Section 4.14.7 of the Disclosure Schedules; (j) liabilities under Environmental Laws and debts Healthcare Laws, to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the period during which Seller owned and operated Closing or otherwise to the Purchased Assets; (iv) claims against, and Liabilities of, Seller extent arising out of any actions or inactions omissions of Seller; and (k) all liabilities of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; its Affiliates (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.than Assumed Liabilities); (bl) all liabilities assumed by, retained by or agreed to be performed by Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from pursuant to this Agreement or relating to the ownership of the Purchased Assets through the Closing Dateany Ancillary Agreement.

Excluded Liabilities. (a) Notwithstanding anything to the contrary contained in this Agreement, Buyer will not assume or in any way become liable for, and Seller shall not assumeretain, or take the Purchased Assets subject toall of Seller’s and its Affiliates’ debts, any liability or obligation liabilities and obligations of any kind nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or nature (contingent, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or whether due or to become due) , including, without limitation, the following (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: ): (i) trade and accrued Liabilities; the liabilities or obligations of Seller to any of their respective stockholders with respect to dividends, distributions to their respective stockholders in liquidation, redemptions of stock or otherwise; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, liabilities or obligations of Seller arising out of any actions transactions occurring, or inactions liabilities or obligations incurred, except to the extent expressly assumed by Buyer pursuant to Section 1.1(c) hereof; (iii) any liabilities or obligations of Seller (for expenses, Taxes or any predecessor fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, all of Seller’s (i) relating attorney’s and accountant’s fees, (ii) all broker’s and finder’s fees, and (iii) any commissions payable to the period during which any party by Seller; (iv) any liabilities or obligations of Seller owned and operated the Purchased Assets; under or arising out of this Agreement; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date liabilities or obligations against which Seller is insured or otherwise triggered indemnified or which would have been covered by insurance (or indemnification) but for a claim by the Closing; insurer (or the indemnitor) that the insured (or the indemnitee) had breached its obligations under the policy of insurance (or the contract of indemnity) or had committed fraud in the insurance application or in entering unto the indemnity agreement; (vi) any Liabilities arising under liabilities or obligations of the Leases through the Closing Date; Business to Seller or any Affiliate of Seller; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining liabilities and obligations of Seller to Seller’s former indemnify its officers, directors, members, managers, owners, employees, and employees or agents; and ; (viii) all Taxes imposed on Seller (including any Taxes of any other corporation) and any Taxes assessed against Seller by virtue of its status as a member of any consolidated group of which such other corporation was also a member; (ix) all liabilities and obligations of Seller relating to any collective bargaining agreement by and between Seller and any certified collective bargaining unit; (x) all liabilities and obligations arising under or imposed pursuant to Environmental Laws, whether or not attributable (A) to actions or failures to act by Seller, with respect to the ownership of, operation of, or properties utilized in connection with, the Business at any time prior to the Effective Time, or (B) to any property being transferred or leased to Buyer pursuant to this Agreement; (xi) all of Seller’s liabilities and obligations for employee benefits of the Business; and (xii) all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities liabilities or obligations of Seller arising from out of its conduct of the Business prior to the Effective Time, including without limitation, Permitted Liens; Pre-closing Warranty Claims in excess of Six Hundred Thirty-eight Thousand Four Hundred Seventy-two US Dollars (US$638,472); liabilities or obligations related to the infringement by any Seller of any intellectual property of another Person; liabilities or obligations of Seller relating to any Environmental Laws; and any liabilities or obligations related to any lawsuit, cause of action, litigation or legal proceeding with respect to any losses, occurrences or events occurring prior to the ownership Effective Time, whether commenced prior to or after the Effective Time, except for those liabilities or obligations constituting a part of the Purchased Assets through the Closing DateAssumed Liabilities.

Excluded Liabilities. (a) Notwithstanding anything in this Agreement to the contrary, Buyer is not assuming and Sellers shall not assumepay, perform, discharge or take otherwise satisfy, the Purchased Assets subject tofollowing liabilities and obligations, any liability or obligation of any kind or nature (whether known or unknown, asserted absolute, accrued, contingent or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) otherwise (a “Liability”) (such Liabilities, the “Excluded LiabilitiesLiabilities1.1(d)" ”). ): (i) all liability not expressly assumed by Buyer and all liability retained by Sellers pursuant to Section 4.5 arising in respect of or relating to the Employees or any Seller Benefit Plan; and (ii) any liabilities or obligations arising out of or relating to Sellers’ ownership or operation of the Retail Store Insurance Business and the Transferred Assets prior to the Effective Time; (iii) any liabilities or obligations relating to or arising out of the Excluded Liabilities includeAssets; (iv) any liabilities or obligations for (i) Excluded Taxes, (ii) any Income Taxes of Sellers or Affiliates of Sellers for any taxable period and (iii) Transfer Taxes, except to the extent provided in Section 5.4; (v) any liabilities or obligations of Sellers arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Ancillary Agreements and the transactions contemplated hereby and thereby, including, without limitation, the following: (i) trade fees and accrued Liabilities; (ii) bank debtexpenses of counsel, other secured debtaccountants, including capital lease obligationsconsultants, advisers and debts to limited liability company members and related parties; (iii) taxesothers, including payroll taxes, sales taxes, withholding and all other taxes relating except to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; extent provided in Section 5.4; (vi) any Liabilities arising under Indebtedness of the Leases through Sellers or their Affiliates; (vii) all Return Commissions and chargebacks received on or before the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; and (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, liabilities and agents; and (viiiobligations of Sellers set forth on Section 1.1(d)(viii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing DateDisclosure Schedules.

Excluded Liabilities. Purchaser and the Designated Purchaser(s) (aif any) Buyer shall not assumeassume and shall not be deemed to have assumed, nor shall be obligated to pay, perform or otherwise discharge or in any other manner be liable or responsible for any Liabilities of, or take Action against, Sellers or relating to the Purchased Assets subject toAcquired Assets, any liability or obligation of any kind or nature (whatsoever, whether known absolute, accrued, contingent or unknown, asserted or unasserted, absolute or contingent, accrued or unaccruedotherwise, liquidated or unliquidated, or due or to become due) (, known or unknown, currently existing or hereafter arising, matured or unmatured, direct or indirect, and however arising, whether existing prior to or on the Closing Date or arising thereafter as a “Liability”) (result of any act, omission, or circumstances taking place prior to the Closing, other than the Assumed Liabilities, and Sellers shall be solely and exclusively liable for any and all such Liabilities, including those Liabilities set forth below (collectively, the “Excluded Liabilities”): (a) except to the extent of any Liabilities expressly assumed pursuant to Section 1.3, all Liabilities arising out of, relating to or otherwise in respect of the Acquired Assets or the operation of the business of Sellers arising on or prior to the Closing; (b) all Liabilities to the extent relating to or otherwise arising, whether before, on or after the Closing, out of, or in connection with, any of the Excluded Assets; (c) except to the extent of any Liabilities expressly assumed pursuant to Sections 1.3(d)(v). , 1.3(g), and 1.3(i) and without prejudice to Section 6.3, any and all Liabilities in respect of the Excluded Contracts and any other Contracts to which any Seller is party or is otherwise bound that are not Assigned Contracts; (d) except to the extent of any Liabilities includeexpressly assumed pursuant to Sections 1.3(d) or 1.3(h), any and all Liabilities of Sellers for Indebtedness; (e) all Liabilities arising from or related to any Action (whether civil, criminal, administrative, investigative, or informal) against the Company or any of its Subsidiaries (including, for the avoidance of doubt, any Action related to fraud, breach of fiduciary duty, misfeasance or under any other theory relating to conduct, performance or non-performance of the Company or any of its Subsidiaries, or any of their respective directors, officers, or employees), or related to the Acquired Assets or the Assumed Liabilities, pending or threatened or having any other status or with respect to facts, actions, omissions, circumstances or conditions existing, occurring or accruing prior to the Closing Date (including any breach, default, failure to perform, torts related to performance, violations of Law, infringements or indemnities, guaranties and overcharges, underpayments or penalties, whether in respect of any Contract, agreement, arrangement, promise or understanding of any kind), including any successor liability claims or that may be owed to or assessed by, any Governmental Body or other Person, and whether commenced, filed, initiated, or threatened prior to, on or following the Closing; (f) except to the extent of any Liabilities expressly assumed pursuant to Section 1.3(g) and without limitationprejudice to Sections 10.2, 6.3 or 1.3(b), all costs and expenses incurred or to be incurred by Sellers in connection with the followingdrafting, preparation, negotiation, diligence, execution, and performance of this Agreement and the consummation of the transactions contemplated hereby; (g) except to the extent of any Liabilities expressly assumed pursuant to Sections 1.3(d), 1.3(f), or 1.3(g) and without prejudice to Section 6.3, all Liabilities related to any current or former employee of the Company or of any Subsidiary of the Company (other than all Liabilities related to the Transferred Employees arising on or after the date such applicable Employee becomes a Transferred Employee, including under the WARN Act); (h) all Liabilities for any Taxes (including Taxes payable by reason of contract, assumption, transferee or successor Liability, operation of Law, pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision of any state or local law) or otherwise: (i) trade and accrued Liabilities; arising or relating to any Pre-Closing Tax Period (including any Straddle Period Taxes), (ii) bank debt, other secured debtowed by any of Sellers (whether or not relating to a Pre-Closing Tax Period), including capital lease obligationspursuant to any Tax sharing, and debts Tax indemnity or similar agreement or arrangement to limited liability company members and related parties; which any Seller (or any Affiliate thereof) is obligated under or a party to, (iii) taxesarising in connection with the consummation of the transactions contemplated by this Agreement, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims againstTaxes arising from or in connection with an Excluded Asset), in each case, other than to the extent such Tax is an Assumed Tax; (i) except to the extent of any Liabilities expressly assumed pursuant to Sections 1.3(d) or 1.3(f) and without prejudice to Section 6.3, all Liabilities arising out of, Seller relating to, or with respect to any and all Employees and contractors of the Company or any of its Subsidiaries arising at any time on or prior to the Closing; (j) except to the extent of any Liabilities expressly assumed pursuant to Section 1.3(f) and without prejudice to Sections 1.5 or 6.3, all Liabilities of Sellers arising out of any actions Contract, agreement, Permit, franchise or inactions claim that is not transferred to Purchaser as part of Seller (the Acquired Assets or, is not transferred to Purchaser because of any failure to obtain any Consent or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.Governmental Authorization required for such transfer; (bk) Seller will be solely liable for, and will pay, discharge, and perform when duesubject to Section 1.3(j), all Liabilities of Seller Sellers arising from under or relating pursuant to Environmental Laws, including with respect to any real property owned, operated, leased or otherwise used by Sellers, whether or not used in the Ordinary Course, including any Liabilities for noncompliance with Environmental Laws or the Release of Hazardous Substances, to the ownership extent arising as a result of any act, omission, or circumstances taking place on or prior to the Closing, whether known or unknown as of the Purchased Assets through Closing; (l) drafts or checks outstanding as of the Closing Date(except to the extent expressly stated as an Assumed Liability in Section 1.3(d)); and (m) all Liabilities set forth on Schedule 1.4(m). Purchaser hereby acknowledges and agrees that no Liability of any Non-Debtor Subsidiary shall be an Excluded Liability and that all Liabilities of any Non-Debtor Subsidiary as of the Closing shall continue to be the Liabilities of such Non-Debtor Subsidiary following the Closing; provided, and notwithstanding the foregoing provisions of this sentence to the contrary, Sellers hereby acknowledge and agree that any Liability of an Excluded Subsidiary (other than Sellers) shall, at and following the Closing, not be an Assumed Liability.

Excluded Liabilities. (a) Buyer shall not assumeassume or be obligated to pay, perform or take the Purchased Assets subject to, otherwise discharge any liability or obligation of any kind Seller, direct or nature (whether indirect, known or unknown, asserted or unasserted, absolute or contingent, not expressly assumed by Buyer pursuant to the Instrument of Assumption (all such liabilities and obligations not being assumed being herein called the "Excluded Liabilities") and, notwithstanding anything to the contrary in SECTION 2.3, none of the following shall be Assumed Liabilities for purposes of this Agreement: (a) any liabilities in respect of Taxes for which any Seller is liable pursuant to SECTION 8.3; (b) any payables and other liabilities or obligations of the Divisions to any Seller or any of their respective Affiliates; (c) any costs and expenses incurred by any Seller incident to its negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein; (d) any liabilities or obligations in respect of any Excluded Assets; (e) any liabilities in respect of the lawsuits, claims, suits, proceedings or investigations set forth in SCHEDULE 5.22; (f) accrued or unaccruedliabilities of any kind, liquidated or unliquidatedincluding accrued payroll, accrued expenses and accrued sales tax liabilities; (g) any liabilities and obligations related to, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: arising from (i) trade and accrued Liabilities; (ii) bank debtthe occupancy, other secured debtoperation, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out use or control of any actions or inactions of Seller (or any predecessor of Seller) relating the Business Property prior to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by (ii) the Closing; (vi) any Liabilities arising under operation of the Leases through Business prior to the Closing Date; , in each case incurred or imposed by any Environmental Law, including liabilities and obligations related to, or arising from, any Release of any Contaminant on, at or from (viiA) the Business Property, including all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder, or any conditions whatsoever on, under or in the vicinity of such real property, in each case prior to the Closing Date or (B) any Liabilities arising under real property or facility owned by a third Person to which Contaminants generated by the Transferred Contracts through Business were sent prior to the Closing Date; ; (viiih) any Liabilities pertaining product liability or claims for injury to Seller’s former officersperson or property, directorsregardless of when made or asserted, members, managers, owners, employees, and agents; and (viii) relating to products distributed or sold by either Division or services performed by any and all other Liabilities whatsoever of Seller.Seller prior to the Closing Date; (bi) Seller will be solely liable for, obligations and will pay, discharge, and perform when due, all Liabilities of Seller arising from or liabilities relating to the ownership ▇▇▇▇▇▇'▇ relationship; (j) the systems contracts, agreements or commitments (other than those related exclusively or primarily to the Chicago Division); (k) fees or commissions of any broker, finder, financial advisor or intermediary, including ▇▇▇▇▇▇▇▇▇, Lufkin & ▇▇▇▇▇▇▇▇ Securities Corporation; (l) other than as set forth in SECTION 2.3(d) and (e), employee severance, stay bonuses and other employee obligations and liabilities to any current or former employees of the Purchased Assets through Business; (m) current payables of any kind; (n) obligations and liabilities relating to the Closing DateOgilvy relationship; and (o) obligations and liabilities relating to trucks used in the Maryland Division, including any equipment located therein or affixed thereto.

Excluded Liabilities. Except for the Assumed Liabilities, the parties expressly agree that Relationserve shall not assume or otherwise become liable for any other obligations or liabilities of the Company including but not limited to any of the following liabilities (the "Excluded Liabilities"): (a) Buyer shall any liability or obligation relating to Indebtedness, other liabilities or Taxes (as defined in Article XI) of the Company; (b) any Environmental Liability (as defined in Article XI); (c) any liability or obligation relating to any default under any of the Assumed Liabilities to the extent such default existed prior to the Closing; (d) any liability or obligation (which is not assumean Assumed Liability), whether in tort, contract or take for violation of any law, statute, rule or regulation of the Purchased Assets subject toCompany or the Members or any officer, director, employee or agent of the Company, that arises out of or results from any act, omission, occurrence or state of facts prior to the Closing; (e) any liability or obligation of the Company with respect to or arising out of any kind Employee Benefit Plan (as defined in Section 5.16), collective bargaining agreements or nature any other plans or arrangements for the benefit of any current or former employees, leased employees, officers, Members or directors of the Company or any affiliated companies, which are maintained by the Company, any affiliated company or any third party; (whether known f) any liability or unknown, asserted obligation of the Company or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or the Members with respect to become due) the Excluded Assets (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities includeincluding, without limitation, Relationserve shall not assume any liability or obligation with respect to or related to L-Soft Software or the following: L-Soft Software Claims); (g) any liability or obligation of the Company to the Members or any of its or their Affiliates, whether by contract, pursuant to law, or otherwise; (h) any liability under any Real Property or Real Property Leases; and (i) trade and accrued Liabilities; any liability or obligation to Cenuco, Inc. or in connection with any matter related to an Asset Purchase Agreement, dated as of October 21, 2004 with Cenuco, Inc. (iithe "Cenuco Purchase") bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to or the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (termination thereof or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date claims or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agentsagreements related thereto; and (viiij) any and all other Liabilities whatsoever of Sellerobligations to Company employees not hired by Relationserve. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. (a) At the Closing, the Selling Group or its Affiliates shall retain, and shall be responsible for paying, performing and discharging when due, and the Buyer or its Buying Affiliates shall not assume, assume or take have any responsibility for the Purchased Assets subject to, any liability or obligation of any kind or nature following (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). Excluded ): (a) all Liabilities include, without limitation, of the following: (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts Selling Group or any of its Affiliates to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes the extent relating to any employment arrangement entered into with any of their employees prior to Closing, whether the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions payment obligation thereunder occurs before or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the after Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.; (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller the Selling Group or any of its Affiliates to the extent relating to any Plan or any employee benefit plan, policy or arrangement maintained by a member of the Selling Group or any of its Affiliates prior to Closing, whether any payment or benefit obligation thereunder occurs before or after Closing, relating to, or accrued as a result of employment by a member of the Selling Group prior to Closing, and any vesting or payment of cash or equity awards granted to Business Employees under any Plan prior to Closing, provided that such obligation is in respect of employment with the Selling Group or any of its Affiliates prior to the Closing; (c) all Liabilities of the Selling Group or any of its Affiliates to the extent relating primarily to any Leased Real Property other than Acquired Leased Real Property; (d) all Liabilities of the Selling Group or any of its Affiliates to the extent relating primarily to the Selling Group’s other businesses or the Excluded Assets; (e) all Indebtedness of the Selling Group other than Accounts Payable and Accrued Expenses, in each case, included in the Assumed Liabilities; (f) all intercompany payables and loans between the Selling Group and any of its Affiliates, or between any Affiliate of the Selling Group and any other Affiliate of the Selling Group; (g) any Liabilities of the Selling Group under this Agreement or the Transaction Documents (excluding, for the purposes of this clause (g), the Liabilities assumed by the Buyer under the Local Market Agreements); (h) any Liabilities of the Selling Group in respect of all Taxes (other than as set forth in Section 3.8 and Section 7.1); (i) any Liabilities of the Selling Group under any Excluded Contracts; (j) all Liabilities of the Selling Group or any of its Affiliates, to the extent arising from out of events relating to any product liability claims, general liability claims, or automobile liability claims occurring prior to Closing, including those claims occurring prior to Closing but reported after Closing even if any payment obligation thereunder occurs after Closing; (k) all Liabilities of the Selling Group or any of its Affiliates, to the extent arising out of events relating to any workers’ compensation claims occurring prior to Closing, including those claims occurring prior to Closing but reported after Closing even if any payment or benefit obligation thereunder occurs after Closing; (l) any Liabilities to the extent arising out of or based upon the Selling Group’s ownership and operation of the Business and the Acquired Assets prior to the Closing Date (other than Accounts Payable and Accrued Expenses relating to the ownership Acquired Assets and the Business existing as of the Purchased Assets through the Closing Date), including (i) any Liabilities resulting from infringement, misappropriation or other violations arising out of or based upon the Selling Group’s ownership and operation of the Business and the Acquired Assets prior to the Closing Date and (ii) those Liabilities under the Assumed Purchase Orders or the Assumed Contracts that arise as a result of a breach of any Assumed Purchase Order or Assumed Contract, as the case may be, by the Selling Group prior to the Closing, in each case as agreed in writing by a member of the Selling Group or determined by a Governmental Authority pursuant to a non-appealable Order; and (m) all Liabilities for Taxes allocated to the Seller under Section 7.1(a) and all Transfer Taxes allocated to the Seller pursuant to Section 7.1(b), and (c) all Liabilities for Taxes relating to the Acquired Assets and attributable to a Pre-Closing Tax Period.

Excluded Liabilities. (a) Buyer shall is assuming only the Assumed Liabilities from the Retained Entities and is not assume, or take the Purchased Assets subject to, assuming any liability or obligation other Liability of any kind of the Retained Entities of whatever nature, whether presently in existence or nature arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of the Retained Entities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or all such Liabilities not being assumed being herein referred to become due) (a “Liability”) (such Liabilities, collectively as the “Excluded Liabilities”). Excluded Liabilities include, without limitation, including the following: : (ia) trade and accrued Liabilities; (ii) bank debtall Liabilities to the extent based upon, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to or arising from the period during which Seller owned and operated operation or conduct of the Purchased Retained Businesses or the Excluded Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.; (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities retained by the Retained Entities pursuant to Article VII; (c) all outstanding Indebtedness of Seller the Retained Entities; (d) the Retained Fiduciary Accounts Payable; (e) (i) all Liabilities in respect of Title IV of ERISA, including any Liabilities with respect to any plan, policy, agreement or arrangement which is subject to Title IV of ERISA, or on account of any violation of COBRA and (ii) all Liabilities related to, arising from or in connection with all Seller Employee Plans and any other plan, scheme, program, policy, practice, agreement, arrangement or contract which any Seller or any of their respective Affiliates sponsors or maintains or with respect to which any Seller or any of their respective Affiliates contributes, is a party or has any liability (other than any Assumed Employee Plan to the extent related to the Transferred Employees (or any participants in Assumed Employee Plans who are former employees of any Transferred Entity); (f) all Taxes arising out of, relating to or in respect of the Transferred Assets or the Businesses for all Pre-Closing Tax Periods and any Taxes for which Sapphire is responsible pursuant to Section 9.02(c) and Article VI; (g) all obligations of Sellers and their Affiliates to any broker, finder or agent for any investment banking or brokerage fees, finders’ fees or commission relating to the ownership Transaction; (h) any intercompany accounts payable between the Retained Businesses on the one hand and the Business on the other hand (other than intercompany accounts payable arising as a result of ordinary course commercial services (other than those with a maturity date longer than one year from the date of invoice)); (i) any all guarantees, letters of credit, letters of comfort, bonds (including customs, bid and performance bonds), sureties and other credit support or assurances to the extent provided in support of any obligation of the Purchased Assets through Retained Businesses or the Closing DateRetained Entities; and (j) all Specified E&O Liabilities.

Excluded Liabilities. (a) Buyer shall Notwithstanding Section 2.3 or anything to the contrary herein, Purchaser will not assume, assume or take be liable for any Liabilities of the Purchased Assets subject to, any liability or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Sellers other than the Assumed Liabilities, including any Liability arising out of, relating to or otherwise in respect of the ownership or use of the Transferred Assets or the operation of the Business at or prior to the Closing, including where the facts, events, circumstances or conditions underlying such Liability occurred or existed at or prior to the Closing irrespective of whether such Liability arises before or after the Closing (all such Liabilities not being assumed herein referred to as the “Excluded Liabilities”). The Sellers shall remain fully and solely responsible for all Excluded Liabilities. Without limiting the generality of the foregoing, the Excluded Liabilities include, without limitation, shall include the following: : (a) all (i) trade and accrued Liabilities; Indebtedness of the Sellers or any of their Affiliates, (ii) bank debt, other secured debt, including capital lease obligations, notes and debts to limited liability company members accounts payable of the Sellers and related partiestheir Affiliates; and (iii) taxesintercompany indebtedness of the Sellers or any of their Subsidiaries owed to any Affiliate of such Person; (b) all Liabilities of the Sellers or any of their Subsidiaries relating to or arising under any (i) Excluded Asset, including payroll taxesany Excluded Contract, sales taxes, withholding or (ii) the Other Business or any other business of the Sellers or any of their Subsidiaries other than the Business; (c) all Seller Taxes and all Liabilities resulting from Sellers’ non-compliance with the provisions of any bulk transfer Laws or similar Laws of any jurisdiction in connection with the transactions contemplated by this Agreement; (d) all Liabilities of the Sellers under this Agreement; (e) any transaction expenses of the Sellers or any of their Subsidiaries, including the fees and costs of legal and financial advisors to the Sellers or any of their Subsidiaries in connection with the Transactions and the cost of any retention bonuses implemented by the Sellers or any of their Subsidiaries; (f) all Liabilities of the Sellers or any of their Subsidiaries arising by reason of any violation or alleged violation of any Law; (g) all Liabilities of the Sellers or any of their Subsidiaries arising out of or related to any breach or alleged breach by the Sellers or any of their Subsidiaries of any Contract, regardless of when any such Liability is asserted, other taxes than the Determined Cure Costs; (h) all Liabilities arising out of or relating to any Action with respect to the Business relating to any period at or prior to the Closing; (i) all Liabilities of the Sellers or any of their Subsidiaries arising out of, relating to or resulting from (i) the employment or engagement or termination of employment or engagement of any current or former employees, workers or individual service providers, contractors or consultants of the Sellers or their Subsidiaries (other than Continuing Employees or Continuing Contractors), whenever incurred, including Liabilities incurred for earned but unused paid time off benefits as of the Closing or any severance or termination Liabilities (other than severance or termination Liabilities for Continuing Employees or Continuing Contractors exclusively arising due to the execution of employment transfer as part of the Transactions or after the Closing Date), and (ii) the employment or engagement or termination of employment or engagement of any Continuing Employee or Continuing Contractor arising on or prior to the Closing Date (unless otherwise agreed under Section 7.4 for severance pay arising due to the execution of employment transfer as part of the Transactions); (j) all Liabilities of the Sellers or any of their Subsidiaries arising out of, relating to or resulting from any Seller Benefit Plan, whenever incurred, and any Liabilities arising out of or relating to the period during which Seller owned and operated Sellers or any of their Subsidiaries being an ERISA Affiliate with any other Person; (k) any actual or alleged infringement, misappropriation, dilution or other violation of the Purchased Assets; (iv) claims against, and Liabilities of, Seller rights of any other Person arising out of the use of or other activities related to any actions of the Seller IP on or inactions prior to the Closing Date, or at any time arising from or related to Excluded Intellectual Property; (l) Liabilities of Seller (the Sellers or any predecessor of Seller) relating their Subsidiaries for any claims made for injury to Persons or damage to property, whether made in product liability, tort, breach of warranty or otherwise, to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities extent arising out of or resulting from any act or omission on or prior to Seller’s current employees, including compensation, severance and benefits through the Closing Date of the Sellers or otherwise triggered any of their Subsidiaries or their agents, representatives or employees, or any product manufactured or sold by the Closing; Sellers or any of their Affiliates on or prior to the Closing Date; (vim) Liabilities of the Sellers or any Liabilities of their Subsidiaries arising under under, in relation to, or pursuant to, any Environmental Law where the Leases through facts, events, or conditions underlying such Liability occurred or existed on or prior to the Closing Date, irrespective of whether such liability (i) attaches to the Sellers or any of their Subsidiaries, or Purchaser, in the first instance, or (ii) arises prior to, on or after the Closing Date; and (viin) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Sellerlisted on Schedule 2.4(n). (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. (a) Buyer Except for the Assumed Liabilities, the Purchaser shall not assume, or take become liable for the Purchased Assets subject topayment or performance of, any liability or obligation Liabilities of any kind or nature (whatsoever, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidatedincluding, or due or to become due) without limitation, the following Liabilities (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”) which shall remain Liabilities of Sellers: (a) all Liabilities of Sellers relating to or otherwise arising, whether before, on or after the Closing, out of, or in connection with, any of the Excluded Assets; (b) all Liabilities of Sellers in respect of Non-Assumed Contracts; (c) except for Liabilities expressly assumed pursuant to Section 2.3 (which shall be Assumed Liabilities). , all litigation and related claims and Liabilities arising out of or in connection with events occurring on or prior to the Closing Date, no matter when raised; (d) any and all Liabilities relating to any environmental or safety matter (including any Liability or obligation under any Environmental Law), arising out of or relating to Sellers’ operation of the Business or Sellers’ leasing, ownership or operation of any Leased Real Property on or prior to the Closing Date no matter when raised; (e) except to the extent that Liabilities are assumed pursuant to Section 2.3 (which shall be Assumed Liabilities), all Liabilities of Sellers in respect of Indebtedness, whether or not relating to the Business, including all Liabilities arising under the First Lien Loan Documents (but excluding from this Section 2.4 (e), the DIP Loan); (f) except to the extent that Liabilities are assumed pursuant to Section 2.3 (which shall be Assumed Liabilities), any and all claims, demands, proceedings or causes of action subject to or covered by the Insurance Policies; (g) any and all Accrued Employee Obligations, and any and all Liabilities arising under or otherwise in respect of (i) the Excluded Plans, and (ii) any other severance, retention, employment, change in control, pension, incentive, retirement, equity or other compensation or benefit plan, program, policy, arrangement or agreement of or with any Seller or any of their respective Affiliates or ERISA Affiliates, in each case, with respect to any Employees; (iii) all accrued wages, compensation, payroll expenses (including payroll tax obligations), sick time, vacation time, and other paid time-off for Employees of Sellers, whether accruing prior to, on or after the Petition Date, and regardless of whether pursuant to a written agreement, policy manual or otherwise; (iv) any Liability arising out of any employment related matter occurring on or prior to the Closing; and (v) any Liability arising out of the Purchaser not offering employment to all Employees of Sellers as of Closing pursuant to Section 7.1 (the Liabilities includeand other obligations described in this clause (g), collectively, the “Accrued Employee Obligations”); (h) any and all Liabilities of Sellers for Taxes; (i) any payments due to any equityholders of Sellers in respect of management or other fees or otherwise; (j) all Liabilities set forth on Schedule 2.4(j); (k) any Liabilities of Sellers in, under or pursuant to Intercompany Obligations (except for the items described in Section 2.3(h) and (i)); (l) any and all Liabilities of Sellers under any collective bargaining agreement or any agreement with any labor union; (m) all costs and expenses of professionals retained under Sections 327, 328, 363 or 1103 of the Bankruptcy Code and all fees owed the United States Trustee under 28 U.S.C. § 1930 9(a) or otherwise, which along with the costs associated with the wind down of the Chapter 11 Case, to the extent not previously paid, shall be paid out of and capped at the Wind Down Amount; (n) any Liabilities arising from the operation of any successor liability Laws, including, without limitation, “bulk sales” statutes, to the following: (i) trade and accrued extent that non-compliance therewith or the failure to obtain necessary clearances would subject the Purchaser or the Purchased Assets to the claims of any creditors of Sellers other than with respect to the Assumed Liabilities, or would subject any of the Purchased Assets to any Encumbrances or other restrictions, other than Encumbrances arising in connection with the Assumed Liabilities; and (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viiio) any and all other Liabilities whatsoever owed to or in respect of Seller. (b) Seller will be solely liable forany Excluded Subsidiary. For the avoidance of doubt, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership none of the Purchased Assets through the Closing DateExcluded Liabilities shall be Assumed Liabilities.

Excluded Liabilities. (a) The Parties agree that Buyer shall not assumeassume or be obligated to pay, perform or take the Purchased Assets subject tootherwise discharge, and Seller and its Subsidiaries shall retain and be responsible for, any liability or obligation and all Liabilities (including any indebtedness) of Seller and its Subsidiaries of any kind nature, whether express or nature (whether implied, known or unknown, asserted or unasserted, absolute fixed or contingent, accrued or unaccruedand whether accrued, liquidated or unliquidateddetermined, identified, or due asserted prior to or to become due) after the Closing, other than the Assumed Liabilities (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; out of: (viia) any Liabilities arising under acts, omissions, circumstances or events occurring or existing prior to the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.Closing; (b) Seller will Seller’s or any of its Subsidiaries’ ownership or use of any Purchased Assets prior to the Closing; (c) any product liability or claims for injury to person or property related to or arising from the Purchased Assets as they existed prior to the Closing; (d) any claims of infringement, misappropriation, dilution or any other violation of Intellectual Property rights of a Third Party related to or arising from the Purchased Assets as they existed prior to the Closing; (e) any cost or fee incurred or triggered in connection with or by the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Documents and the Transactions, including any costs, expenses or fees that are required for obtaining any Consent required to be solely liable forobtained in connection with any of the Transactions (collectively, “Transaction Expenses”); (f) the employment and will pay, discharge, and perform when due, all Liabilities pay practices of Seller and its Subsidiaries both prior to and after the Closing; (g) any Proceeding or threatened Proceeding to the extent related to or arising from the period prior to the Closing Date (including any Proceeding or threatened Proceeding relating to the failure or the alleged failure by Seller or any of its Subsidiaries to comply with applicable Law or relating to the ownership failure or the alleged failure by Seller to perform its respective obligations or otherwise comply with the terms of this Agreement); (h) Seller’s or its Subsidiaries’ exercise of its rights under the Purchased Assets through IP License Agreement, including any customer claims, warranties, infringement of third-party Intellectual Property, product liability claims or injury arising from such exercise; (i) the Closing Datefailure to perform or breach of any Contracts or Constitutional Documents by Seller or its Subsidiaries; (j) any violation of any applicable Law by Seller or its Subsidiaries; (k) any payables or expenses of Seller and its Subsidiaries; (l) any Excluded Taxes; or (m) any Excluded Assets.

Excluded Liabilities. (a) Notwithstanding anything to the contrary contained in any other provision of this Agreement, Buyer shall not assume, pay or take in any way be liable or responsible for any Liabilities of Seller under the Purchased Assets subject to, any liability or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). The Excluded Liabilities shall be the sole responsibility of Seller, and shall be retained, paid, satisfied, performed, honored and discharged by Seller, and they include, without limitation of the foregoing, the following: (a) any Liability of Seller incurred in connection with this Agreement and the transactions provided for herein, including, without limitation, the following: Seller Expenses and any other fees and expenses of Seller’s attorneys, accountants, brokers or others for services rendered or expenses incurred by or on behalf of Seller; (b) except as set forth in Section 6.1(b), (i) trade all Taxes imposed upon or with respect to the Purchased Assets for all pre-Closing periods and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions Taxes of Seller (or any predecessor of Seller) whether relating to periods before or after the period during which Closing or incurred by Seller owned in connection with this Agreement and operated the Purchased Assets; transactions provided for herein); (vc) all Liabilities of Seller for customer returns, disputes, complaints, product failures, warranty claims and credits arising from the sale or license of any product or provision of any service by Seller prior to Seller’s current employeesthe Effective Time; (d) any Liability of Seller relating to any Proceeding, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; those set forth on Schedule Section 4.8; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viiie) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership Excluded Assets; (f) all Indebtedness of Seller; (g) any and all Liabilities to indemnify any Person by reason of the fact that such Person was a director, officer, employee or agent of Seller; and (h) any Liability of Seller relating to, resulting from, caused by or arising out of the ownership, operation or control of the Purchased Assets through by Seller or any of its Affiliates on or before the Closing DateEffective Time.

Excluded Liabilities. (a) Buyer Except for the Assumed Liabilities, none of the Transferred Newcos, Trident, the Companies or any of their Subsidiaries shall not assumeassume or retain, by virtue of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, or take the Purchased Assets subject to, shall have any liability or obligation of any kind or nature for the following Liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: ): (ia) trade and accrued Liabilities; (ii) bank debtAny Accounts Payable, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to than the period during which Seller owned and operated Accounts Payable of the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.Israeli Subsidiary; (b) Seller will be solely liable forLiabilities to the extent arising out of the operation of the Business or the use or ownership of the Acquired Assets on or prior to the Closing; (c) Liabilities to the extent arising out of, and will pay, discharge, and perform when due, all Liabilities of Seller arising resulting from or relating to the Excluded Assets or the use or ownership of the Purchased Assets through Excluded Assets; (d) Liabilities to the extent arising out of, resulting from or relating to the Indebtedness of NXP or any of its Subsidiaries, but excluding the Intercompany Debt; (e) Intercompany payables owed to any member of the NXP Group, but excluding the Intercompany Debt; (f) Liabilities arising out of, resulting from or relating to the employment prior to Closing (including any Liability in respect of any employee rights, accrued vacation, compensation (including accrued annual bonus), equity awards and benefits arising up to and including the Closing Date), or the termination of employment, of any Person with NXP or any of its Subsidiaries, including with respect to Continuing Employees (except as provided in Section 1.6(f) and Section 1.6(h)); (g) Liabilities arising out of, resulting from or relating to the employment with, or the termination of employment by, NXP or any of its Subsidiaries prior to Closing of any Continuing Employee other than those Liabilities expressly assumed pursuant to Section 1.6(h); provided that Liabilities related to annual performance and retention bonuses with respect to Continuing Employees shall be allocated as provided in Schedule 1.6(h)-2; (h) Liabilities arising out of, resulting from or relating to any equity awards or grants (including any grants or awards of restricted stock, stock options or restricted stock units, and including any cash payments that may be due or payable to the grantees other than those Liabilities expressly assumed pursuant to Section 1.6(h)) made by NXP or its Affiliates to any Person on or prior to the Closing, including with respect to Continuing Employees; (i) All Liabilities in respect of long term benefit arrangements, pension plans, or statutorily required benefit plans (whether funded or unfunded) relating to the employment prior to Closing, or the termination of employment, of any Person with NXP or any of its Subsidiaries, including with respect to Continuing Employees; (j) Liabilities arising out of, resulting from or relating to any claims based upon the allegation that a Person’s employment relationship with NXP or any of its Subsidiaries has or should have transferred to Trident, a Transferred Newco, the Companies or any of their Subsidiaries as a result of the Transaction, or otherwise claiming employment with Trident, a Transferred Newco, the Companies or any of their Subsidiaries as a result of the Transaction (other than any Liability with respect to any Continuing Employee or any Liability arising out of or in connection with any offer made or purported to have been made by, or other communication from, Trident or any of its Subsidiaries); (k) Liabilities for unpaid royalty payments pursuant to Contracts or IP Contracts in each case Related to the Business in effect prior to the Closing Date; (l) Liabilities arising out of or relating to any breach or default under any Assigned Contract or IP Contract, or relating to events, occurrences, conditions or acts that constitute a breach or default under any Assigned Contract or IP Contract, occurring on or prior to the Closing Date; (m) Liabilities arising out of or relating to any infringement or violation of the Intellectual Property or Trademarks of any Person by NXP or any of its Subsidiaries, or relating to events, occurrences, conditions or acts that constitute an infringement or violation of the Intellectual Property or Trademarks of any Person by NXP or any of its Subsidiaries, occurring on or prior to the Closing Date; (n) Liabilities arising out of or relating to claims of third parties for Damages or injury suffered as the result of defective products sold on or prior to the Closing Date (including claims related to any express or implied warranty made or imposed by operation of Applicable Law), as Related to the Business or Related to the Acquired Assets; (o) Liabilities arising out of or relating to any private or governmental action, suit, arbitration, mediation, proceeding, claim or investigation Related to the Business or Related to the Acquired Assets, or relating to events, occurrences, conditions or acts that result in any private or governmental action, suit, arbitration, mediation, proceeding, claim or investigation Relating to the Business or Related to the Acquired Assets, occurring on or prior to the Closing Date; (p) Liabilities arising out of or relating to the violation of any Applicable Law by NXP or any of its Subsidiaries prior to the Closing Date, including without limitation, any violation of (A) any Environmental and Safety Laws, (B) any Anti-Bribery Laws, (C) any Applicable Laws referred to in Section 4.14, or (D) Environmental and Safety Laws; (q) All Liabilities in respect of acquisitions, of businesses or assets that form a part of the Business, including Liabilities in respect of retention bonus payments, earn-out or other contingent payment obligations; (r) TUPE Related Labor Claims; (s) All Liabilities and all costs incurred by the Transferred Newcos or the Companies (or any of their Subsidiaries) related to NXP and/or its Affiliates failure to comply with Applicable Law and/or obligations in connection with consultation of works councils and/or any employee representative bodies as laid down in the WCA, the EWC agreement dated March 7, 2007, and/or to comply with its/their obligations in the United Kingdom in connection with the Charter for Site Council dated April 2009 or the UK Employees Representatives Committee Terms of Reference and/or any obligations made under those documents and/or or the German Works Constitution Act (Betriebsverfassungsgesetz), including any Liabilities and costs incurred by the Transferred Newcos or the Companies (or any of their Subsidiaries) according to sec. 113 German Works Constitution Act; (t) Liabilities to any broker, finder or financial advisor engaged by NXP or any of its Affiliates with respect to the Transaction; (u) Liabilities in respect of Taxes arising out of or related to the Pre-Closing Restructuring or the operation of the Business or the Acquired Assets on or before the Closing Date; (v) Liabilities arising out of or related to any violation or breach by NXP of the Netherlands Tax Ruling, whether such breach or violation occurs prior to, on or after the Closing; (w) Liabilities under any of the EDA Contracts that cannot be or are not assigned to Trident under this Agreement; and (x) Liabilities under Unidentified Contracts, to the extent not assumed under Section 1.6(a).

Excluded Liabilities. (a) Buyer Other than the Assumed Liabilities, the Sellers shall retain, and the Purchaser shall not assume, or take assume from the Purchased Assets subject toSellers, any liability or obligation Liabilities of the Sellers of any kind or nature whatsoever, whether or not related to the Business (collectively, the "Excluded Liabilities"). Without limiting the generality of the foregoing, and notwithstanding anything else in this Agreement, the Sellers shall retain, and the Purchaser shall not assume from the Sellers, all of the following Liabilities (which, for the avoidance of doubt, shall be Excluded Liabilities): (a) Liabilities under or in relation to the Assumed Contracts that are not Assumed Liabilities; (b) any and all Liabilities associated with the Purchased Assets (including any obligations, debts or Liabilities relating to any customer or the Business) arising in or relating to any ti me prior to the Closing; (c) any Labilities of the Sellers relating to or arising out of the Excluded Assets; (d) any Liabilities arising out of or relating to Sellers' actions or omissions prior to the Closing; (e) any and all obligations, debts or Liabilities of the Sellers, of any kind or nature, whether present, past or future, known or unknown, asserted contingent or unassertedotherwise relating to any Employee or Consultant of the Sellers, absolute including any amounts for bonus, incentive commission or contingentpay in lieu of overtime, accrued any amounts owed by the Sellers in respect of each Employee's 401(k) plans or unaccrued, liquidated equivalents thereof or unliquidatedunder any child-support plans, or due any severance or termination obligations related thereto paid or assumed by the Sellers, including any and all Liabilities or obligations of relating to become dueor arising out of (x) the employment, or termination of employment, of any employee, or (a “Liability”y) workers' compensation claims of any employee (such the "Employee Liabilities"); (f) any (A) liability for any Taxes of Sellers or Sellers' members of any kind or nature whatsoever (with respect to the Purchased Assets, the “Excluded Liabilities”Business or otherwise). Excluded , including 1., EGAL_I 14091583, I3 (g) any Indebtedness of the Sellers; (h) all Liabilities includerelated to any violation of Laws or any action, without limitationsuit or claim of any nature pending, pursued or threatened against the following: Sellers (iwhether in relation to the Business or otherwise); (1) trade all Liabilities of the Sellers under or in connection with the Organizational Documents of the Sellers and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes any Contracts relating to the period during which Seller owned and operated issuance of equity or similar interests or rights in the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all Liabilities incurred by Sellers in connection with this Agreement or the Ancillary Documents, except as expressly set forth otherwise herein, including all third- party legal, accounting, financial advisory, consulting or other Liabilities whatsoever of Sellerfees and expenses incurred in connection with the Transactions. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming and shall have no liability for any other liability or obligation of Sellers or any of their respective Affiliates (aor any predecessor owner of all or part of their business and assets) Buyer of whatever nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall not assumebe retained by and remain obligations and liabilities of Sellers or their respective Affiliates and Sellers shall duly and timely pay, or take perform and discharge all such liabilities and obligations relating to the Purchased Assets subject to(all such liabilities and obligations not being assumed being herein referred to as the "Excluded Liabilities"). Without limiting the foregoing, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (i) any obligation or liability for Tax arising from the operation of the Business prior to the Closing Date; (ii) any obligation or liability of Sellers or any of their Affiliates arising out of or relating to the ownership or operation of the Purchased Assets or the Business prior to the Closing Date (including any predecessor operations), including any claims, obligations or litigation arising out of or relating to events or conditions occurring prior to the Closing Date; (iii) any liabilities or obligations under or with respect to any Employee Plans and Benefit Arrangements and liabilities incurred prior to September 1, 2002 for accrued payroll, accrued bonus and accrued vacation for the Transferred Employees; (iv) any liability or obligation relating to an Excluded Asset; (v) any liabilities or obligations for continued health care coverage for any employees or other qualified beneficiaries under Code Section 4980B ("COBRA") who have a qualifying COBRA event prior to the Closing Date; (vi) any liability or obligation of any kind Sellers or nature (whether known either of their Affiliates arising or unknownincurred in connection with the negotiation, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, preparation and execution of this Agreement and the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligationstransactions contemplated hereby, and debts related fees and expenses of counsel, accountants, brokers, finders and other experts; (vii) any liability or obligation of Sellers relating to limited liability company members any current, former or retired employees, except for the liabilities and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes obligations relating to the period during which Seller owned Transferred Employees set forth on Schedule 2.04; (viii) all pending litigation set forth on Schedule 3.08 and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) other pending litigation relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities Business prior to Seller’s current employees, including compensation, severance and benefits through the Closing Date Date, or otherwise triggered by any claims, suits or actions arising on or after the Closing; Closing Date, but solely to the extent that such litigation, claims, actions or suits relate to activities of either of the Sellers or the conduct of the Business prior to the Closing Date; (viix) any Liabilities arising under the Leases through liability relating to checks outstanding on the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.and (bx) Seller will be solely liable forall liabilities and obligations arising out of either Seller's failure to comply with any law, and will payregulation, dischargeordinance, and perform when dueorder, all Liabilities writ, judgment, injunction, decree or other requirement of Seller arising from any governmental body or relating court in connection with the Business prior to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. (a) Notwithstanding anything in this Agreement to the contrary, Buyer shall not and does not assume, and shall be deemed not to have assumed and shall not be obligated to pay, perform, discharge or take in any other manner be liable or responsible for any Liabilities of Sellers that are not Assumed Liabilities, whether existing on the Purchased Assets subject toClosing Date or arising thereafter, any liability including Liabilities relating to or obligation arising out of any kind or nature of the following (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, ): (a) all costs and expenses incurred or to be incurred by Sellers in connection with this Agreement and the following: (i) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to consummation of the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.Transactions; (b) all Liabilities (i) related to any current or former employee (including the Employees), candidate for employment, officer, director, consultant, or contractor of any Seller will or of any Subsidiary or Affiliate of any Seller or (ii) arising under, in connection with or in any way relating to any Benefit Plan and any other compensation or benefit plans, programs, arrangements, or agreements of any kind (including all assets, trusts, insurance policies and administration service contracts related thereto) at any time maintained, sponsored, contributed to or required to be solely liable forcontributed to by any of Sellers, any of their Subsidiaries or Affiliates, or any ERISA Affiliate or under or with respect to which any Seller or any Subsidiary or Affiliate of any Seller has or has had any Liability, including on account of an ERISA Affiliate or on account of Buyer or any of its Affiliates being deemed successor of the Business; (c) all Liabilities arising out of, relating to or with respect to any and all Employees (including accrued vacation pay and severance and other payments payable to Employees in connection with termination of such employment), and will pay, discharge, and perform when due, contractors of Sellers or any of their Subsidiaries or Affiliates arising at any time before Closing; (d) all Liabilities for any and all Taxes of Sellers (including any Liability of Sellers for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise) except for Taxes for which Buyer is liable pursuant to Section 2.2; (e) all Liabilities to any broker, finder or agent or similar intermediary for any broker’s fee, finders’ fee or similar fee or commission relating to the transactions contemplated by this Agreement for which any Seller or its Subsidiaries or Affiliates are responsible; (f) all Liabilities to the extent related to an Excluded Asset and all Liabilities arising from at any time before Closing with respect to or relating to the ownership or operation of any of the Purchased Acquired Assets through or Relating to the Closing DateBusiness (except for the Assumed Liabilities), including but not limited to, any environmental claim associated with the Acquired Assets, including any liability for any past, present or threatened non-compliance or violation of any Environmental Law; and (g) all Liabilities of Sellers related to escrow accounts or other holdbacks, including lease and insurance payments, for all owner operators contracted with any Seller; and (h) (g) any Indebtedness of Sellers.

Excluded Liabilities. (a) Buyer Except with respect to the Assumed Liabilities, the Sellers shall not assumeretain and remain solely responsible for, and the Buyers shall not, and do not, assume or take the Purchased Assets subject toin any way become responsible for, any liability or obligation Liability of any kind Seller or nature any of their Affiliates whether existing on the Closing Date or arising thereafter, and all such Liabilities shall be and remain the responsibility of the Sellers (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). Excluded Liabilities include, without limitationWithout limiting the generality of the foregoing, the following: Buyers are not assuming and the Sellers shall not be deemed to have transferred to any Buyer the following Liabilities (ieach of which is an Excluded Liability): (a) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, any Liability of any Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated execution, delivery or performance of any of the Purchased Assets; Transaction Documents (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by delivery of any of the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.closing deliverables described in Section 10.2(e)); (b) any Liability of any Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller or their Affiliates arising from or relating to any action taken by any Seller or their Affiliates, or any failure on the ownership part of the Purchased Assets through any Seller or their Affiliates to take any action, at any time after the Closing Date; (c) except as expressly provided in Section 8.4(c) of this Agreement, the Transition Services Agreement or Employee Lease Agreement (if applicable), any and all Liabilities directly or indirectly arising out of or related to any of the current or former employees (including all Applicants, Offered Employees, Transferred Employees and Non-Transferred Employees), directors, consultants, independent contractors or other service providers (including all Business Contingent Workers) of any Seller or any of their Affiliates (the “Service Providers”), or any spouse, dependent or beneficiary thereof, including, for the avoidance of doubt, any such Liabilities that may arise at any time, from and against all or any direct or indirect actions, proceedings, claims, demands, costs, losses, expenses, damages, liabilities and penalties whatsoever (whether arising before, on or after the Closing Date) as a result of or in connection with the consummation of the transactions contemplated hereby, the employment or engagement or the termination of employment or engagement of any Service Provider by any Seller, including any Liabilities with respect to the Employee Benefits Plans, COBRA Liabilities, severance payments, salaries or wages, fees, bonuses, allowances, compensation, premiums, costs, expenses, benefits or incentives of any kind, vacation and paid time off obligations, social security contributions, fines, surcharges, delay interests and related employment taxes claims, Liability under the United States Workers Adjustment and retraining Notification Act or any similar state of local Law (together, the “WARN Act”) and any other statutory, contractual or other common law Liability (the “Excluded Employee Liabilities”); (d) any and all Liabilities arising from any Applicant or other Service Provider of the Sellers who is offered the opportunity to apply for employment or engagement by any Buyer or any of their Affiliates, including by completing the Application Requirements, but does not complete the Application Requirements or is not offered an opportunity for employment or engagement by such Buyer; (e) any and all Liabilities arising from any Offered Employee, Business Contingent Worker, or other Service Provider of the Sellers who is offered employment or engagement by any Buyer or any of their Affiliates but does not accept such employment or engagement on the terms, and within the time period, required by such Buyer, including any Liabilities associated with the termination of any Contract with a Business Contingent Worker who does not sign an Assignment Consent prior to the Closing; (f) any Taxes of a Seller or any of its Affiliates, including any Liability of such Seller or any of its Affiliates for the Taxes of any other Person under applicable Law, as a transferee or successor, by contract or otherwise, including any Transfer Tax for which Sellers are responsible pursuant to Section 9.3; (g) any Liability for any Tax imposed with respect to the ownership or operation of the Acquired Assets, the Products or the CIED Business attributable to a Tax period (or portion of a Tax period) ending on or before the Closing Date, including any Property Taxes to the extent specifically allocated to Sellers pursuant to Section 9.2, but excluding any Property Taxes to the extent specifically allocated to Buyers pursuant to Section 9.2; (h) any Liability (whether absolute, accrued, contingent or otherwise) imposed on, arising out of or that relates to the Products or any other products of the CIED Business sold prior to the Closing Date (including returns and rejection and billing errors); provided, however, that nothing in this Agreement shall absolve BSC from any Liability it would otherwise have under that certain Sales Agent Agreement dated March 6, 2025 by and between BSC and Elutia or any predecessor agreement governing the sales agency relationship between BSC and Elutia (such agreements, the “Sales Agency Contracts”); (i) any Liability for recalls (either voluntary or involuntary), removals, field notifications, field corrections, field alerts, market withdrawals or replacements, warnings, “dear doctor” letters, investigator notices, safety alerts or other notices of action relating to an alleged lack of quality, safety, efficacy, or regulatory compliance of any Product or Acquired Assets, or seizures ordered or adverse regulatory actions taken (or threatened) by a Governmental Authority with respect to any of the Products or any facilities involved in the research, design, development, manufacture, processing, packaging, labeling, testing, storage, distribution, import, export or sale of the Products or any other products of the CIED Business sold or manufactured prior to the Closing, including based on any actions occurring or arising prior to the Closing Date; provided, however, that nothing in this Agreement shall absolve BSC from any Liability it would otherwise have under the Sales Agency Contracts; (j) any Liability for Product Liability Claims or warranty claims for the Products or any other products of the CIED Business sold prior to the Closing, including based on any actions occurring or arising prior to the Closing Date (“Excluded Product Liabilities”); (k) any Liability under any Assumed Contract for any breach or violation by the applicable Seller of any provision of any such Assumed Contract at or prior to the Closing; (l) any Liability of any Seller or any of its Affiliates arising from or relating to any claim or Action initiated against any Seller or any of its Affiliates on or prior to the Closing Date with respect to the CIED Business or with respect to any acts or occurrences occurring on or prior to the Closing Date with respect to the CIED Business or the Acquired Assets; (m) all accounts payable of any Seller or its Affiliates existing as of the Closing or arising out of the operation or conduct of the CIED Business prior to the Closing; (n) all royalty payment obligations and comparable arrangements of any Seller, including royalty payment obligations in connection with any Excluded Contract; (o) any Liabilities relating to or arising out of the Excluded Assets; and (p) any other Liability of the Sellers or their Affiliates that is not an Assumed Liability.

Excluded Liabilities. (a) Buyer Except for the Assumed Liabilities, Purchaser shall not assume, and Hotel Owners shall retain all Liabilities to the extent based on or take relating to events, facts, circumstances or conditions occurring or existing in connection with, or arising out of, the Purchased Assets subject tooperation of the Properties prior to Closing or the ownership, any liability possession, use or obligation sale of the Properties prior to Closing (except to the extent of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become duecredit for any the same given against the Purchase Price as provided herein) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute Excluded Liabilities includenotwithstanding any other provision of this Agreement: (a) all Liabilities relating to the Excluded Property; (b) all Liabilities of Facilitator (and its Affiliates) arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement (except to the extent assumed under this Agreement), the Merger Agreement, the other instruments and agreements to be delivered or entered into in connection herewith or therewith, and the transactions contemplated hereby and thereby, including, without limitation, the following: fees and expenses of counsel, accountants, consultants, advisers and others; (ic) trade and accrued Liabilities; (ii) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes Liabilities relating to complaints, causes of action, litigation or similar matters instituted against Facilitator or the period during which Seller owned and operated Hotel Owners or related to the Purchased Assets; (iv) claims againstProperties, and Liabilities ofas applicable, Seller relating to or arising out of any actions actions, omissions, circumstances or inactions of Seller (conditions or any predecessor of Seller) relating events occurring at or prior to the period during which Seller owned and operated Closing or with respect to the Purchased Assets; Merger Agreement, except, in all cases, as may have been caused by Purchaser; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vid) any Indebtedness of the Hotel Owners; and (e) all Liabilities arising under the Leases through the Closing Date; out of (viii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating Taxes with respect to the ownership Properties for periods prior to the Cut-Off Time except to the extent of any credit for the Purchased Assets through same given against the Closing DatePurchase Price as provided herein, or (ii) Taxes of Facilitator for any Tax period.

Excluded Liabilities. (a) Buyer shall Any and all Liabilities of Rafaella that are not assumeincluded in the Assumed Liabilities, whether or take the Purchased Assets subject to, not disclosed in this Agreement or any liability Schedule or obligation of any kind or nature Exhibit hereto (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). Excluded , shall not be assumed by Corporation and shall remain the Liabilities of Rafaella, which include, without limitation, the following: : (i) trade and accrued Liabilities; any Liability arising out of (i) the conduct of Rafaella prior to the Closing Date, or (ii) bank debtthe employment by Rafaella of any employees prior to the Closing Date, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; or (iii) taxesthe retention by Rafaella of any agents or contractors prior to the Closing Date, including payroll taxesexcept, sales taxesin each case, withholding to the extent included as a current liability on the Closing Balance Sheet; (ii) any Liabilities arising out of actions and all other taxes events occurring prior to the Closing Date the existence of which constitutes or causes a breach of a representation or warranty of any of Rafaella and its Affiliates or of any Business Contract to which any of Rafaella or its Affiliates is a party; (iii) any Liability that Rafaella owes to any stockholder, subsidiary or Affiliate thereof; (iv) any Liability arising under or relating to the period during which Seller owned Excluded Assets; (v) any Liability arising under or relating directly or indirectly to any Environmental Laws and operated the Purchased Assets; (iv) claims againstattributable to, and Liabilities or incurred as a result of, Seller any acts, omissions, or conditions occurring or in existence as of or prior to the Closing Date, including, but not limited to, liabilities for the release, handling, discharge, treatment, storage, disposal, or presence of any Hazardous Materials; (vi) any Liability of Rafaella under any Multiemployer Plan, except, in each case, to the extent included as a current liability in the Closing Balance Sheet; (vii) any Liability for claims under health insurance plans of Rafaella for employees with respect to medical services rendered or medical expenses incurred prior to the Closing, except, in each case, to the extent included as a current liability in the Closing Balance Sheet; (viii) any Liability for or with respect to (i) income Taxes of Rafaella, (ii) Taxes of any other Person pursuant to an agreement or otherwise and (iii) Taxes relating to the Business or any of the Assets for any period ending on or prior to the Closing Date, excluding Taxes that are the responsibility of Corporation pursuant to this Agreement or the other Transaction Documents or are reflected as a Liability on the Closing Balance Sheet. For purposes of this clause (viii), all real and personal property Taxes levied with respect to the Business or any of the Assets for a Tax period that includes (but does not end on) the Closing Date shall be apportioned between the Corporation and Rafaella based upon the number of days of such period included in the pre-Closing Tax period (which period shall include the Closing Date) and the number of days of such Tax period after the Closing Date; (ix) any Liability arising under or relating to the ▇▇▇▇▇▇ Lease; (x) any Liability for any litigation, suit, action or proceeding to which Rafaella is a party or to which any of the Assets is subject, that arises out of any actions or inactions of Seller (or any predecessor of Seller) relating occurrence prior to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by is pending as of the ClosingClosing Date regardless of when reported; and (vixi) any Liabilities Liability (other than the Assumed Liabilities) arising under out of the Leases through Business and/or operations of Rafaella prior to the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever Date regardless of Sellerwhen reported. (b) Seller will If any Liability is partly an Assumed Liability and partly an Excluded Liability, the apportionment of such Liability shall be solely liable fordetermined pursuant to equitable principles. Nothing set forth in the foregoing sentence shall be deemed to affect, amend, modify, supplement or otherwise change the definitions of Assumed Liabilities and will Excluded Liabilities. (c) Rafaella shall pay, discharge, perform and perform when due, discharge all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing DateExcluded Liabilities.

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any liabilities or obligations of Seller not expressly assumed by Buyer pursuant to Section 4.03 (collectively, the "Excluded Liabilities"), including all of the following Liabilities and obligations: (a) Buyer shall not assume, any Liabilities or take obligations of the Purchased Assets subject to, any liability or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: (i) trade and accrued Liabilities; (ii) bank debtSeller, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to than the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions of Seller (or any predecessor of Seller) relating to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by the Closing; (vi) any Liabilities arising under the Leases through the Closing Date; (vii) any Liabilities arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller.Assumed Liabilities; (b) any Liabilities or obligations for (i) Taxes relating to the operation of the Business or ownership or use of the SpinCo Assets or Purchased Assets on or prior to the Effective Time and (ii) any other Taxes of Seller will be solely liable foror any stockholders or Affiliates of Seller (including Taxes allocated to Seller under Section 8.15 and Taxes arising out of or in connection with the Internal Reorganization, and will payDistribution or Merger); (c) except as specifically provided in Section 8.05, dischargeany Liabilities or obligations of Seller relating to or arising out of (i) the employment, and perform when dueor termination of employment, all (A) of any Employee on or prior to the Effective Time, or, (B) of any Employees who are not Transferred Employees, after the Closing, or (ii) workers' compensation claims or any other claims of any Employee which relate to events occurring prior to the Effective Time; (d) except as specifically provided in Section 8.05, any Liabilities or obligation of Seller or any of its current or former Affiliates relating to or arising out of Benefit Plans or Seller's or any of its current or former Affiliates' employment of any employee or other service provider; (e) any Liabilities or obligations of Seller arising from 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 fees and expenses of counsel, accountants, consultants, advisers and others; (f) any Liability for any Action or threatened Action relating to the ownership Business arising out of the Purchased Assets through transactions or events occurring prior to the Closing Date; (g) any Liability for any Action or threatened Action brought by any stockholder of Seller, including in connection with this Agreement and the transactions contemplated thereby; and (h) any Liabilities and obligations relating to Specified Benefits.

Excluded Liabilities. (a) Buyer Notwithstanding the provisions of Section 2.3 or any other provision in this Agreement to the contrary, Purchaser shall not assumeassume and shall not be responsible to pay, perform or take discharge any Liabilities of the Purchased Assets subject to, Selling Parties or any liability or obligation of their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, the “Excluded Liabilities”). Each Selling Party shall, and shall cause their Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liabilities of any of the Selling Parties 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, the following: fees and expenses of counsel, accountants, consultants, advisers and others; (ib) trade and accrued Liabilities; any Liabilities for Excluded Taxes; (iic) bank debt, other secured debt, including capital lease obligations, and debts to limited liability company members and related parties; (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes any Liabilities relating to or arising out of the period during which Seller owned and operated the Purchased Excluded Assets; ; (ivd) claims against, and any Liabilities owing to Diamond or any of its Affiliates; (e) any Liabilities in respect of any pending or threatened Action arising out of, Seller relating to or otherwise in respect of the operation of the Business or the Acquired Assets to the extent such Action relates to such operation on or prior to the Closing Date; (f) any Liabilities of the Companies arising under or in connection with any Employee Benefit Plan providing benefits to any present or former employee of the Companies; (g) any Liabilities of the Companies for any present or former employees, officers, directors, retirees, independent contractors or consultants of the Companies, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments; (h) any Actions, or Liabilities under Environmental and Safety Requirements, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any actions or inactions omissions of Seller any of the Companies; (or i) any predecessor trade accounts payable of Sellerthe Companies (i) relating to the period during which Seller owned and operated extent not accounted for on the Purchased AssetsInterim Balance Sheet; (vii) which constitute intercompany payables owing to Affiliates of any Selling Party; or (iii) which did not arise in the ordinary course of business; (j) any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Acquired Assets issued by the Business’ customers to Seller’s current employees, including compensation, severance and benefits through the Closing Date Companies on or otherwise triggered by before the Closing; (viii) did not arise in the ordinary course of business; or (iii) are not validly and effectively assigned to Purchaser pursuant to this Agreement; (k) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of any of the Companies (including with respect to any breach of fiduciary obligations by same); (l) any Liabilities under the Excluded Contracts or any other Contracts, including licenses to Intellectual Property, (i) which are not validly and effectively assigned to Purchaser pursuant to this Agreement; (ii) which do not conform to the representations and warranties with respect thereto contained in this Agreement; or (iii) to the extent such Liabilities arise out of or relate to a material breach by any of the Companies of such Contracts prior to Closing; (m) any Liabilities associated with debt, loans or credit facilities of the Selling Parties and/or the Business owing to financial institutions; and (n) any Liabilities arising under out of, in respect of or in connection with the Leases through failure by the Closing Date; (vii) Selling Parties or any Liabilities of their Affiliates to comply with any Law or Governmental Order arising under the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining out of operations prior to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Date.

Excluded Liabilities. (a) Notwithstanding any provision in this Agreement to the contrary, neither Buyer nor any Affiliate of Buyer shall not assumeassume and neither Buyer nor any Affiliate of Buyer shall be obligated to assume or be obliged to pay, perform or take otherwise discharge any Liability of Seller, and Seller shall be solely and exclusively liable with respect to all Liabilities of Seller, other than the Purchased Assets subject to, any liability or obligation of any kind or nature Assumed Liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilities, collectively the “Excluded Liabilities”). For the avoidance of doubt, the Excluded Liabilities includeinclude the following: (a) any Liability of Seller or its directors, officers, stockholders, bondholders, lenders or agents (acting in such capacities), arising out of, or relating to, this Agreement or the transactions contemplated by this Agreement, whether incurred prior to, at or subsequent to the Closing Date, including, without limitation, (i) any third-party debt incurred or owed by Seller or any Affiliate of Seller, (ii) any intercompany debt incurred or owed by Seller or any Affiliate of Seller, (iii) all finder’s or broker’s fees and expenses and (iv) any and all fees and expenses of any Representatives of Seller; (b) any Liability of Seller relating to (i) events or conditions occurring or existing in connection with, or arising out of, the followingBusiness as operated prior to the Closing Date, or (ii) the ownership, possession, use, operation or sale or other disposition prior to the Closing Date of any Purchased Assets (or any other assets, properties, rights or interests associated, at any time prior to the Closing Date, with the Business), including any accrued Liability (including accrued expenses) attributable to benefits received in the periods (or portions thereof) prior to the Closing Date; (c) any Liability to any Person at any time employed or otherwise retained by Seller or their predecessors-in-interest at any time or to any such Person’s spouse, children, other dependents or beneficiaries, with respect to incidents, events, exposures or circumstances occurring at any time during the period or periods of any such Person’s employment by Seller or its predecessors-in-interest, including, without limitation, all Liabilities arising (i) under the Benefit Plans, (ii) under any employment, wage and hour restriction, equal opportunity, discrimination, plant closing or immigration and naturalization laws, (iii) under any collective bargaining laws, agreements or arrangements or (iv) in connection with any workers’ compensation or any other employee health, accident, disability or safety claims; (d) any Liability of Seller relating to the Purchased Assets based on events or conditions occurring or existing prior to the Closing Date and connected with, arising out of or relating to: (i) trade and accrued Liabilities; Hazardous Substances or Environmental Laws, (ii) bank debt, other secured debtclaims relating to employee health and safety, including capital lease obligationsclaims for injury, and debts to limited liability company members and related parties; sickness, disease or death of any Person or (iii) taxescompliance with any Legal Requirement relating to any of the foregoing prior to the Closing Date; (e) any Liability of Seller (i) under any Benefit Plan, or (ii) relating to any employee or independent contractor of Seller in respect of any period, including payroll taxeswithout limitation, sales taxes, withholding and all other taxes any Liabilities relating to payments, fees, wages, bonuses, commissions, accrued vacation and severance; (f) any Liability of Seller for Taxes; (g) any Liability incurred by Seller or their respective directors, officers, stockholders, agents or employees (acting in such capacities) after the period during which Closing Date; (h) any Liability of Seller owned and operated to any Person on account of any Action or Proceeding, including any Proceeding set forth on Schedule 5.9 of the Purchased Assets; Seller Disclosure Schedule; (ivi) claims against, and Liabilities of, any Liability of Seller relating to or arising out of the ownership or operation of an Excluded Asset; (j) all of the Cure Costs; (k) any actions or inactions Liability of Seller (or any predecessor of Seller) relating arising prior to the period during which Seller owned and operated the Purchased Assets; (v) Liabilities to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered by under any Contract (other than the Closing; Assumed Liabilities); (vil) any Liabilities Liability of Seller relating to or arising under any Real Property Lease, including the Leases through the Closing Date; Real Property Lease for Seller’s premises located in Union City, California; (viim) any Liabilities arising under the Transferred Contracts through the Closing DateTransfer Tax; and (viiin) any Liabilities pertaining to Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Seller. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities Liability of Seller or Telogy International under any of the Telogy International Transaction Documents, including any Liability pursuant to, arising from out of or relating to the ownership sale of assets pursuant to the Purchased Assets through the Closing DateTelogy International Transaction Documents.

Excluded Liabilities. (a) Notwithstanding the provisions of Section 2.3 or any other provision in this Agreement to the contrary, Buyer shall not assumeassume and shall not be responsible to pay, perform or take the Purchased Assets subject to, discharge any liability Liabilities of Seller or obligation any of its Affiliates of any kind or nature whatsoever, and Seller shall, and shall cause each of its Affiliates to, pay and satisfy when due and remain liable for any and all Liabilities that encumber the Business or the Purchased Assets, in each case other than the Assumed Liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) (a “Liability”) (such Liabilitiescollectively, the “Excluded Liabilities”). Excluded Liabilities include, including, without limitation, the following: : (a) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the applicable Ancillary Documents and the Contemplated Transactions, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (b) any Liability for (i) trade and accrued LiabilitiesTaxes of Seller (or the Member or any Affiliate of Seller or the Member) or relating to the Business, the Purchased Assets or the Assumed Liabilities for the Pre-Closing Period; (ii) bank debt, other secured debt, including capital lease obligations, and debts Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Seller pursuant to limited liability company members and related partiesSections 10.1(a) or 10.1(b); or (iii) taxes, including payroll taxes, sales taxes, withholding and all other taxes relating to the period during which Seller owned and operated the Purchased Assets; (iv) claims against, and Liabilities of, Seller arising out of any actions or inactions Taxes of Seller (or the Member or Affiliate of Seller or the Member) of any predecessor kind or description (including any Liability for Taxes of SellerSeller (or the Member or Affiliate of Seller or the Member) 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); (c) all Accounts Payable; (d) any Liabilities relating to or arising out of or incurred in connection with, any of the period during which Seller owned and operated Excluded Assets; (e) any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets; Assets to the extent such Action relates to such operation on or prior to the Closing; (vf) all employee-related Liabilities and obligations of Seller incurred prior to Seller’s current employees, including compensation, severance and benefits through the Closing Date or otherwise triggered arising out of or relating to any event, action or inaction occurring prior to the Closing Date, including all Liabilities and obligations of Seller arising under or relating to Plans (or any insurance or service contract related thereto) or relating to payroll, vacation, sick leave, workers’ compensation and unemployment benefits of any kind, prior to the Closing Date (notwithstanding the continuation of any account under any Plan mandated by applicable Law, all Liabilities accrued on or prior to the Closing Date pursuant to any Plan shall be considered an Excluded Liability for purposes of this Section 2.4); (g) any Liabilities of the Member or any Affiliate of the Member; (h) any Environmental Claims, or Liabilities under Environmental Laws, arising out of or relating to any past or present Events existing on or prior to the Closing; (i) any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets issued by the Business’ customers to Seller on or before the Closing; , (viii) did not arise in the ordinary course of business or (iii) are not validly and effectively assigned to Buyer pursuant to this Agreement; (j) any Liabilities to indemnify, reimburse or advance amounts to any present or former Business Employee (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 8.2(a); (k) any Liabilities under any Contracts, including Intellectual Property Licenses, (i) which are not validly and effectively assigned to Buyer pursuant to this Agreement, (ii) which do not conform to the representations and warranties with respect thereto contained in this Agreement or (iii) to the extent such Liabilities arise out of or relate to the operation of the Business prior to the Closing or a breach by Seller of such Contracts prior to Closing; (l) any Liabilities associated with Indebtedness outstanding as of immediately prior to the Closing; (m) any Liabilities arising under out of, in respect of or in connection with the Leases through the Closing Datefailure by Seller or any of its Affiliates to comply with any Law or Order; and (viin) any Liabilities arising under of Seller or the Transferred Contracts through the Closing Date; (viii) any Liabilities pertaining to Member based upon Seller’s former officers, directors, members, managers, owners, employees, and agents; and (viii) any and all other Liabilities whatsoever of Selleror the Member’s acts or omissions occurring after the date hereof. (b) Seller will be solely liable for, and will pay, discharge, and perform when due, all Liabilities of Seller arising from or relating to the ownership of the Purchased Assets through the Closing Date.