Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Except for the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer is not assuming, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or prior to the Closing Date, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilities.

Excluded Liabilities. Except Notwithstanding the provisions of Section 2.3, Buyer does not agree to assume, perform or discharge, indemnify Seller against, or otherwise have any responsibility for, any Liabilities of Seller other than the Assumed Liabilities, whether arising prior to, on or after the Closing (which such Liabilities shall be collectively referred to herein as the “Excluded Liabilities”). Without limiting the generality of the foregoing, Excluded Liabilities shall include: (a) except for the Assumed Liabilities, any Liabilities specifically set forth relating to the Business or the Transferred Assets incurred or occurring at or prior to the Closing, whether currently in Section 2.7 above, Buyer is not assuming, and existence or arising hereafter; (b) except for the Assumed Liabilities expressly excludeLiabilities, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan Liabilities of Seller or any Benefits businesses or assets of any Affiliate of Seller; (c) any Liability relating to or arising out of any Excluded Asset, such as the Liabilities of Seller Icagen-T; (the "Excluded Liabilities"); it being d) other than Liabilities expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities assumed pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoingSection 2.3(c), all liabilities, including any liabilities for Taxes, arising from or Liabilities related to, based upon, or in connection with any current or former officers, directors, employees, consultants or independent contractors of Seller or any Affiliate of Seller, including: (i) Seller's operationsLiabilities with respect to any such Person’s unpaid wages, whenever cash or equity incentive compensation, paid time off, payroll, unpaid commissions, bonuses, sick leave or vacation, bereavement time, floating holidays or other similar paid time off, severance, retention, expense reimbursements, unemployment insurance benefits and related penalties, premiums, and interest arising from any actual or incurred, alleged labor and employment claims or Seller's ownership wage and hour violations (such as the nonpayment or untimely payment of the Products any accrued wages or compensation) and Acquired Assets through the Closing DateTaxes; (ii) Seller's termination of any Contracts which are not Transferred ContractsHired Employee Obligations; (iii) Change of Control Payments; and (iv) Liabilities arising under the WARN Act, ERISA, Employee Plans or applicable Law; (e) any Liability relating to, based upon or arising under or in connection with any Employee Plan; (f) any Environmental Liabilities incurred prior to Closing; (g) any Liabilities in respect of any pending or threatened Proceeding arising out of, relating to or otherwise in respect of the operation of the Business or the Transferred Assets to the extent such Proceeding relates to such operation at or prior to the Closing; (h) any Liabilities arising out of, in connection with or relating to any violations by Seller or any of its Affiliates of, or the failure by Seller or any of its Affiliates to comply with, any Law; (i) any Indebtedness of Seller and/or the Business other than Assumed Liabilities, with the overdue amounts payable to Nanion treated as Indebtedness by agreement of the parties; (j) except to the extent arising under a Real Property Lease after the Closing, any Liability with respect to real property, whether owned, leased or otherwise; (k) any Liability for: (i) Taxes of Seller or any Affiliate of Seller's employees hired ; (ii) Taxes with respect to the Business or the Transferred Assets attributable to the period prior to Closing; or (iii) Transfer Taxes; (l) except to the extent arising under an Assumed Contract after the Closing, any Liability, whether currently in existence or arising hereafter, owed by Buyer that accrues or arises Seller to any of its Affiliates; (m) the obligation to pay additional premiums as a result of underpayment of premiums for insurance policies included in the Transferred Assets, to the extent attributable to any time period ending on or prior to the Closing Date; (n) any Transaction Expenses; (o) any Liabilities to indemnify, reimburse or advance amounts to any of Seller's other agents, consultants, independent contractors, employees present or former employeesofficer, whenever arisingdirector, in each case including workers' compensation, severance, salary, bonuses employee or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations agent of Seller (including with respect to any breach of fiduciary obligations); and (p) any Liability in respect of any matter set forth on Section 2.4(p) of the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed LiabilitiesDisclosure Schedule.

Excluded Liabilities. Except for as expressly provided in Section 4.1, Purchaser shall not assume (by virtue of this Agreement, including Section 2.1, or the Assumed transactions contemplated hereby or otherwise), and shall not have any liability or responsibility for, any Liabilities relating to the Business, the Assets or any Seller; provided, however, it is understood and agreed that those Liabilities specifically addressed in the following clauses of this Section 4.2 or elsewhere in this Agreement, shall be handled as set forth in Section 2.7 abovetherein. All such Liabilities (collectively, Buyer is not assumingthe "Excluded Liabilities") are, and at all times shall remain, the Assumed Liabilities expressly excludeof Sellers and shall include the following Liabilities: (a) any Liabilities for Taxes allocated to Sellers pursuant to Sections 14.2(a) and 14.2(c); (b) any Liabilities under any agreement for indebtedness for borrowed money to third parties; (c) all Liabilities with respect to employee and employee benefit matters that are not assumed by Purchaser under Article 5; (d) except with respect to matters relating in any way to Environmental Laws, any debtEnvironmental Permits, liabilityor Hazardous Materials, duty which are addressed exclusively by Sections 4.2(e), and except for Liabilities with respect to employee and employee benefits matters that are assumed by Purchaser under Article 5, all Liabilities arising as a result of litigation or obligation, whether known claims (including without limitation written notices of events giving rise to bodily injury or unknown, fixed death) arising from acts or contingent, omissions of Seller Sellers or their Affiliates or the operation of the Business prior to the Effective Time including, without limitation, any liabilities or obligations Liabilities related to the Products which are outstanding or unpaid as of the date hereof arising from bodily harm, death or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, personal injury arising from or related to: (i) Seller's operationsto any product shipped, whenever arising distributed or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or prior to the Closing Datesold by, or any of Seller's other agentsservice provided by, consultants, independent contractors, employees Sellers or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising their Affiliates prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect provided, however, that, notwithstanding anything herein to the Products entered into prior contrary, all Product Warranty Claims to the extent reserved for, or reflected on the Final Closing Date, Net Working Capital Statement shall be Excluded Assumed Liabilities and shall remain the responsibility Losses for purposes of Seller, except as otherwise specifically included within the Assumed LiabilitiesSection 15.2(c).

Excluded Liabilities. Except for the Assumed Liabilities specifically set forth in Section 2.7 above2.6, Buyer is not assuming, and the Assumed Liabilities expressly exclude, any accounts payable, other debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller Seller, including, without limitation, any liabilities or obligations related to the Products or the Business which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan employee benefit plan or employment, severance or change of control arrangement of Seller or any Benefits Liabilities of Seller PGT-UK (collectively, the "“Excluded Liabilities"”); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's ’s or PGT-UK’s operations, whenever arising or [ ***] Indicates information has been omitted and separately filed with the Securities and Exchange Commission pursuant to an application for an order declaring confidential treatment thereof. incurred, or Seller's ’s or PGT-UK’s ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's ’s or PGT-UK’s termination of any Contracts relating to the Business which are not Transferred Contracts; (iii) any of Seller's employees Employee hired by Buyer that accrues or arises as of or prior to the Closing Date, or any of Seller's ’s or PGT-UK’s other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' ’ compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products or the Business and arising prior to the Closing Date; or (v) any Benefits Liabilities; and (vi) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing DateDate (except as described in Section 2.6(c)), shall be Excluded Liabilities and shall remain the responsibility of SellerSeller and PGT-UK, except as otherwise specifically included within the Assumed Liabilities.

Excluded Liabilities. Except The Buyer shall not assume or be obligated to pay, perform or otherwise discharge the following liabilities or obligations: (i) any liabilities or obligations of the Seller or the Operator in respect of any Excluded Assets or other assets of the Seller that are not Purchased Assets; (ii) any liabilities or obligations in respect of Taxes for which the Assumed Liabilities specifically set forth in Seller is liable pursuant to Section 2.7 above7.8, Buyer is not assuming, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller includingwhich shall include, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as Taxes arising out of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; matters set forth on Schedule 5.6 hereto; (iii) any of Seller's employees hired by Buyer Environmental Costs that accrues constitute a Seller Environmental Responsibility; (iv) any liabilities or arises as obligations arising out of or relating to (A) except to the extent otherwise expressly limited or conditioned in any of the Operative Documents, any of the Purchased Assets to the extent attributable to events, conditions or circumstances arising, occurring or existing during any period prior to the Closing Date, (B) any Seller Agreement (other than the Assigned Contracts), which shall include, without limitation, each of the Seller Agreements referenced in Part B of Schedule 1.1(a)(42), (C) the employment practices of the Seller and its Affiliates, including but not limited to (1) the hiring, employment, promotion, termination, work environment and other labor practices of the Seller or any of Seller's other agentsits Affiliates or any violation of any Applicable Law relating thereto and (2) all employee benefit plans, consultantsprograms and practices of the Seller and its ERISA Affiliates, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or but not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior limited to the Closing Date; or Seller ERISA Liabilities, and (vD) any implied or explicit warranty of the matters disclosed on Schedule 5.12. All such liabilities and obligations are herein called the "Excluded Liabilities." The Seller hereby releases and discharges the Buyer from each of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain without the responsibility requirement of any further act by the Seller, except as otherwise specifically included within the Assumed LiabilitiesBuyer or any other Person.

Excluded Liabilities. Except for Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer is not assuming(the “Excluded Liabilities”). Seller 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 Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (b) any Liability for (i) Taxes of Seller (or any stockholder or Affiliate of Seller) or relating to the Business, the Purchased Assets or the Assumed Liabilities expressly exclude, for any debt, liability, duty Pre-Closing Tax Period; (ii) Taxes that arise out of the consummation of the transactions contemplated hereby or obligation, whether known or unknown, fixed or contingent, that are the responsibility of Seller pursuant to Section 6.14; 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); (c) any Liabilities relating to or arising out of the 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 to the extent such Action relates to such operation on or prior to the Closing Date; (e) any product Liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Seller, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Seller; (f) any recall, design defect or similar claims of any products manufactured or sold or any service performed by Seller; (g) any Liabilities of Seller arising under or in connection with any Benefit Plan providing benefits to any present or former employee of Seller; (h) any Liabilities of Seller for any present or former employees, agents or independent contractors of Seller, including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way Liabilities associated with any retirement, medical, life, disability claims for wages or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoingbenefits, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or prior to the Closing Date, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salaryretention, bonuses termination or other payments; (i) any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any Employee Planactions or omissions of Seller; (j) any trade accounts payable of Seller (i) to the extent not accounted for on the Interim Balance Sheet; (ii) which constitute intercompany payables owing to Affiliates of Seller; (iii) which constitute debt, whether loans or credit facilities to financial institutions; 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 issued by the Business' customers to Seller on or before the Closing; (ii) 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 Seller (including with respect to any breach of fiduciary obligations by same); (m) 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 employees shall accept employment Liabilities arise out of or relate to a breach by Seller of such Contracts prior to Closing; (n) any Liabilities associated with Buyer debt, loans or credit facilities of Seller and/or the Business owing to financial institutions; and (o) any Liabilities arising out of, in respect of or in connection with the transactions contemplated hereby; (iv) the Products and arising prior failure by Seller or any of its Affiliates to the Closing Date; comply with any Law or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed LiabilitiesGovernmental Order.

Excluded Liabilities. Except Notwithstanding the provisions of Section 2.3 or any other provision of this Agreement, any Schedule or Exhibit hereto or any Ancillary Agreement to the contrary, and regardless of any disclosure to the Buyer, except for the Assumed Liabilities specifically set forth in Section 2.7 aboveLiabilities, the Buyer is shall not assumingassume or be obligated to pay, perform or otherwise discharge (and the Assumed Liabilities expressly excludeSeller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any debtliabilities or obligations of the Seller of any kind, liability, duty character or obligationdescription whatsoever, whether direct or indirect, known or unknown, fixed absolute or contingent, of Seller includingmatured or unmatured, without limitationand currently existing or hereinafter arising (the “Excluded Liabilities”), including the following: (a) all Taxes described in Section 6.2 and all Transfer Taxes imposed by Law upon the Seller; (b) any liabilities or obligations related for tax distributions to the Products which are members of the Seller; (c) any indebtedness for borrowed money or guarantees thereof outstanding or unpaid as of the date hereof or connected in any way with any retirementClosing Date, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities except pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including Assumed Credit Agreements as set forth in the Carve-Out Financial Statements; (d) any liabilities for Taxes, liability or obligation of the Seller arising from or related to: (i) Seller's operationsrelating to an Excluded Asset, whenever whether arising prior to or incurred, or Seller's ownership of the Products and Acquired Assets through after the Closing Date; and (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iiie) any of Seller's employees hired liability or obligation incurred by Buyer that accrues the Seller or arises as of or prior to any Person other than the Closing DateBuyer, Parent or any of Seller's other agents, consultants, independent contractors, employees Parent’s Subsidiaries arising out of or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior relating to the Closing Date; negotiation and preparation of this Agreement and the Ancillary Agreements (including fees and expenses payable to all attorneys and accountants, other professional fees and expenses and bankers’, brokers’ or (v) any implied or explicit warranty obligations of Seller with respect to finders’ fees for persons not engaged by the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed LiabilitiesBuyer).

Excluded Liabilities. Except for After the Assumed Liabilities specifically set forth in Section 2.7 aboveClosing, Buyer is not assumingthe Sellers and their Affiliates shall retain, and the Assumed Liabilities expressly excludeBuyer shall not assume or have any responsibility for, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof following Liabilities (collectively, the “Excluded Liabilities”): (a) all Liabilities relating to or connected in arising out of the Excluded Assets or the Excluded Businesses; (b) all Liabilities retained by the Sellers pursuant to Article VII and Article VIII; (c) all Indebtedness of the Sellers and their Affiliates (including the Purchased Entities), including all indebtedness for borrowed money of the Sellers under any way note, bond, credit agreement or similar instrument with any retirement, medical, life, disability financial institution or other Employee Plan of Seller third party; (d) all Liabilities for Excluded Taxes or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood Taxes that the foregoing does not preclude Sellers are required to indemnify Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities Indemnitees pursuant to separate written agreements Section 8.1(a); (e) all intercompany payables and loans between Buyer a Seller and Seller. Without limiting any Affiliate, or between any Affiliate of the foregoing, Sellers and any other Affiliate of the Sellers; and (f) all liabilities, including any liabilities for Taxes, Liabilities arising from or related to: relating to the employment, termination of employment or employee benefits of (or other employment practices) (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of with respect to any Contracts Transferred Business Employee which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer relate to events that accrues or arises as of occur on or prior to the Closing DateDate (or, or with respect to any of Seller's other agentsInactive Business Employees, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising which relate to events that occur prior to the Closing Date; date such Inactive Business Employee becomes a Transferred Business Employee), or (vii) any implied or explicit warranty provided that Buyer complies with its obligations of Seller under Section 7.1, with respect to the Products entered into prior to any Business Employees who does not become a Transferred Business Employee, whether arising before, on or after the Closing Date, shall be Excluded and (iii) all Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiesunder any Employee Benefit Plans which are not assumed by Buyer pursuant to this Agreement.

Excluded Liabilities. Except for Notwithstanding anything contained in this Agreement to the contrary, neither Buyer nor any Affiliate thereof is assuming, and neither Buyer nor any Affiliate thereof shall be responsible or liable for, and Seller and the Selling Subsidiaries shall retain and be responsible or liable for, all Liabilities of Seller and the Selling Subsidiaries, other than the Assumed Liabilities specifically set forth in Section 2.7 above(all such Liabilities that are not being assumed by Buyer, Buyer is not assumingthe “Excluded Liabilities”), and including the Assumed following: (a) all Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or the Selling Subsidiaries under this Agreement and any Benefits other Transaction Agreement to which Seller or any Selling Subsidiary is a party; (b) all Liabilities of Seller (and the "Excluded Liabilities"); it being expressly understood that Selling Subsidiaries under the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities Purchased Contracts, to the extent arising out of or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership in connection with breaches of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Purchased Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises occurring as of or prior to the Closing; (c) all accounts payable and accrued expenses of the ITO Business as of the Closing Dateprimarily related to the ITO Business, or any of Seller's other agentsto the extent such accounts payable and accrued expenses remain unpaid at Closing; (d) except to the extent provided in Section 6.4, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or all Liabilities under any Employee Plan, the Plans (whether or not such Liabilities arise at, prior to, or following the Closing); (e) all Liabilities arising out of or related to Excluded Assets; (f) all Liabilities relating to the employment, or termination of employment, of (i) any such employees shall accept employment with Buyer in connection with Person arising from or related to the transactions contemplated hereby; (iv) operation of the Products and arising ITO Business at or prior to the Closing Date; (including any severance and any retention or stay bonuses), except the Business Employee Liabilities, or (vii) any implied Person who is not a Business Employee (whether arising before, at, or explicit warranty obligations of Seller with respect to after the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, Closing); and (g) except as otherwise specifically included within provided in Section 1.3(b), any Liability for any Taxes (including payroll taxes (e.g., FICA, Medicare and unemployment taxes)) of the Assumed LiabilitiesITO Business for any Pre-Closing Tax Period.

Excluded Liabilities. Except for Notwithstanding any provision in this Agreement or any other writing to the contrary (including in particular Section 2.4), Buyer is assuming only the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer and is not assumingassuming or agreeing to pay, and the Assumed Liabilities expressly exclude, perform or otherwise discharge any debt, liability, duty other liability or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as obligation of the date hereof or connected in Selling Companies of any way with any retirementkind, medicalall of which shall be retained by and remain liabilities and obligations of the Selling Companies (collectively, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "“Excluded Liabilities"”); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the generality of the foregoing, the Selling Companies shall remain liable and responsible for paying, performing and discharging when due the following liabilities and obligations: (a) all liabilitiesliabilities and obligations arising out of or relating to the ownership, operation or maintenance of the Business prior to or on the Closing Date (including any liabilities for Taxes, arising from claims in the nature of an errors and omissions insurance claim relating to the periods prior to or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through on the Closing Date; ); (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iiib) any Indebtedness of Seller's employees hired by Buyer that accrues or arises the Selling Companies as of the Closing Date; (c) all Excluded Taxes and all liabilities and obligations in respect of Taxes for which the Selling Companies are liable pursuant to Section 8.1(a); (d) except to the extent expressly provided in Section 7.8, all liabilities and obligations of the Selling Companies arising out of or relating to employee benefits or compensation arrangements existing prior to or on the Closing Date, including all liabilities and obligations under any Employee Benefit Plans and any employment agreements with Company Employees; (e) all liabilities and obligations of the Selling Companies arising out of or relating to the Contracts sold, transferred, assigned, conveyed and delivered to Buyer pursuant to Section 2.2 that, but for a breach or default by a Selling Company, would have been paid, performed or otherwise discharged in accordance with their terms prior to or on the Closing Date; (f) all liabilities and obligations arising out of or relating to the Actions required to be listed on Schedule 4.13; (g) all liabilities and obligations arising out of or relating to the ownership, use or occupation of the Retained Premises by any Company prior to or on the Closing Date; (h) all liabilities and obligations arising out of or relating to the conduct of the Business or any other activity of Seller's other agents, consultants, independent contractors, employees the Companies prior to or former employees, whenever arisingon the Closing Date, in each case arising under or imposed by any Environmental Laws; (i) all liabilities and obligations arising out of or with respect to any claims by any past or present employees of the Companies with respect to any personal injuries, including workers' compensation’ compensation or permanent disability, severanceallegedly arising as a result of exposure to any Hazardous Materials or other occupational hazard during their employment by the Companies, salarywhich exposure occurred prior to or on the Closing Date; (j) any amounts owed by a Selling Company to another Selling Company or to an Affiliate as of the Closing Date; (k) all costs and expenses incurred by the Selling Companies and their Affiliates incident to their negotiation, bonuses preparation, execution and delivery of this Agreement and their performance and compliance with the terms and conditions contained herein; (l) any broker, finder, investment banker or under any Employee Plan, whether other intermediary fees or not any such employees shall accept employment with Buyer commissions that may become payable in connection with the transactions contemplated herebyContemplated Transactions based upon arrangements made by or on behalf of Sellers; (m) all liabilities and obligations arising out of or relating to any Excluded Asset; and (iv) the Products and arising prior to the Closing Date; or (vn) any implied or explicit warranty other liabilities and obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiesset forth on Schedule 2.5.

Excluded Liabilities. Except for Notwithstanding any other provision of this Agreement or any other writing to the contrary, and regardless of any information disclosed to Mesa or any of its Affiliates or representatives, and other than the Assumed Liabilities specifically set forth listed in Section 2.7 above2.3, Buyer is Mesa does not assuming, assume and the Assumed Liabilities expressly exclude, has no responsibility for any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller NBBS (the "“Excluded Liabilities"”); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoingpreceding sentence, the following is a non-exhaustive list of Excluded Liabilities that Mesa does not assume and that NBBS will remain bound by and liable for, and will pay, perform and discharge when due: (a) all liabilities, including Liabilities arising out of or relating to any liabilities for Taxes, arising from or Excluded Asset; (b) all Liabilities related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of to the Products and Acquired Assets through the Closing Date; (ii) Seller's termination employment of any Contracts which are NBBS employees including, but not Transferred Contracts; (iii) any of Seller's limited to, employees hired by Buyer that accrues or arises as of or prior to the Closing Date, or any of Seller's other agentsformer employees, consultants, independent contractors, employees directors, or former employeesother service providers of NBBS relating to time periods prior to or after the Closing (except to the extent such Persons are employed by Mesa or its Affiliates), whenever arisingincluding without limitation for compensation and hours of work (including overtime wages), in each case benefits (including workers' compensation’ compensation and unemployment benefits), severanceworker classification, salaryfair employment practices (including discrimination, bonuses equal employment, and record-keeping requirements), meals and rest periods, employee safety and health, immigration, termination or continuation of their employment, or lack or delay of any notice relating to their employment; (c) all Liabilities under any agreement or consensual obligation contract that is not an Included Contract, including any Liability arising out of or relating to any NBBS credit facilities or any security interest related thereto; (d) all Liabilities under any Included Contract that arise after the Closing to the extent such Liabilities arise out of or relate to any breach of, or failure to comply with, prior to the Closing, any covenant or obligation in any such contract; (e) all Liabilities arising out of or relating to infringement, misappropriation or similar claims by any Person in connection with any tangible or intangible products or services used, sold or licensed by NBBS prior to the Closing; (f) all Liabilities arising out of or relating to indebtedness incurred by NBBS excluding Liabilities associated with the performance of any Included Contract after the Closing; (g) all Liabilities for Taxes accrued or assessed against NBBS, including all Taxes which are assessed against NBBS as a result of the sale of the Purchased Assets pursuant to this Agreement, and any deferred Taxes of any nature; (h) all Liabilities accrued or assessed against NBBS arising from or under any Employee PlanEnvironmental Law or occupational safety and health Law; (i) all Liabilities to indemnify, whether reimburse or not advance amounts to any such employees shall accept employment Member, employee or agent of NBBS for actions taken (or failure to act) prior to the Closing; (j) all Liabilities arising from a failure to comply on the part of NBBS with Buyer any applicable bulk sales Law or fraudulent transfer Law in connection with this Agreement; (k) all Liabilities arising out of or resulting from NBBS compliance or non-compliance with any Law; (l) all Liabilities relating to any negotiations, agreements or other transactions, if any, by NBBS with any third party that relate to the acquisition of NBBS or any of its assets or Business or any termination of related negotiations or arrangements; (m) all professional, financial advisory, broker, finder or other fees of any kind incurred by NBBS; (n) all Liabilities of NBBS arising out of or incurred in connection with this Agreement, the transactions contemplated by this Agreement, or any other certificate, document or instrument executed in connection with the transactions contemplated hereby; (iv) the Products and arising prior by this Agreement, including NBBS disclosures to the Closing Date; or (v) negotiations with creditors or members, written consents from any implied Persons, or explicit warranty other legal obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded NBBS; and (o) all other Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the (other than Assumed Liabilities) incurred, accrued or assessed against NBBS based upon the acts or omissions of NBBS, whether before or after Closing, including any other Liability arising out of the ownership of the Purchased Assets and the operations of the Business.

Excluded Liabilities. Except for Notwithstanding anything contained in this Agreement to the Assumed Liabilities specifically set forth in Section 2.7 abovecontrary, Buyer is not assuming, and the Assumed Liabilities expressly excludeshall not assume, or be liable for any debtobligations, liabilityliabilities, duty claims or obligationcauses of action of Sellers, whether known Equity Holder or unknown, Guarantor of any kind or nature whatsoever (fixed or contingent, known or unknown), whether presently existing or hereafter arising (collectively, the “Excluded Liabilities”). All Liabilities shall be retained by and remain Liabilities of Seller Sellers, Equity Holder or Guarantor, as applicable. For the avoidance of doubt (but without limiting the generality of the foregoing), Buyer shall not assume and Sellers, Equity Holder or Guarantor, as applicable, shall remain liable for the following: (i) any Liability related to any Employee, any terminated employee of Sellers, Equity Holder or Guarantor, or otherwise related to the Business, including, without limitation, any liabilities obligation to offer them continued employment, further leave, reinstatement or reassignment or to offer them or their qualified beneficiaries the opportunity to elect health care continuation coverage, compensation and other benefits, any obligation under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), accrued salaries, wages, vacation or sick time, payroll Taxes, leave of absences (e.g., FMLA benefits), retirement plan payables and any Liability under or with respect to any Benefit Plan or any other employee benefit or retirement plan or policy or obligations related arising from the termination or liquidation of any Benefit Plan, and any Liability for any claims arising out of any Seller employee’s employment or termination of employment with such Seller, including but not limited to, contract, wrongful termination, unfair labor practices, discrimination or retaliation, failure to accommodate, ERISA, wage and hour, FMLA or other protected leave time, tort, unemployment compensation, workers’ compensation, or claim for violation of personnel policy or practice; (ii) any Liability relating to or arising with respect to any individual employed by or acting as an independent contractor of any Seller or with respect to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller Business or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilitiesBenefit Plan, including any liabilities for Taxes, arising from liability relating to the termination of such employment or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through independent contractor relationship prior to the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; ; (iii) any Liability under or with respect to compliance with the Worker Adjustment Retraining Notification Act of Seller's employees hired by Buyer 1988 and all similar state and local statutes and regulations and all liabilities and obligations related thereto, including without limitation in connection with the Transaction; (iv) any damages or injuries to persons or property or for any product liability, tort or strict liability arising from events, actions or inactions occurring at or with respect to the conduct of the Business, in each case, that accrues or arises as of occurred on or prior to the Closing Date; (v) any Liability related to any violation by Sellers, Equity Holder or Guarantor of any Healthcare Law, including, but not limited to, HIPAA or other applicable laws or regulations, including the HIPAA privacy standard requiring accounting of certain disclosures of PHI made by Sellers, Equity Holder or Guarantor; (vi) any Indebtedness of Sellers, Equity Holder or Guarantor; (vii) any Liability of either Seller, Equity Holder or Guarantor under this Agreement or any of the Ancillary Documents to which either Seller's other agents, consultantsEquity Holder or Guarantor is a party; (viii) any Liability of Sellers, independent contractorsEquity Holder or Guarantor to pay fees or commissions to any broker, employees finder or former employeesagent with respect to the transactions contemplated by this Agreement; (ix) any real estate lease or any Contract to which any Seller is a party or by which any Seller or the Business is bound; (x) any Liability for Taxes (including, whenever arisingwithout limitation, income, personal property, local or state sales, use or transfer Taxes and ad valorem Taxes) of Sellers or any Affiliate of Sellers and any liability for Taxes related to the Purchased Assets or the business conducted by Sellers or any Affiliate of Sellers for any period (or portion thereof) ending on or prior to the Closing, in each case including workers' compensationcase, severanceexcept as expressly provided in this Agreement (including, salarywithout limitation, bonuses or under Sections 6.3(b) and 6.3(c)); (xi) any Employee PlanLiability arising out of any Action with respect to the period prior to the Closing, whether or not not, threatened or pending on or before the Closing Date; (xii) any such employees shall accept employment with Buyer in connection with accounts payable or other trade payables of Sellers, Equity Holder or Guarantor or any Liability arising under any of Sellers’, Equity Holder’s or Guarantor’s Authorizations, their Medicaid, Medicare and other third party provider numbers (including, without limitation, Sellers’ National Provider Identifier (NPI) number and National Council for Prescription Drug Program (NCPDP) provider identification number), arising during, accruing during, or attributable to the transactions contemplated hereby; (iv) the Products and arising period on or prior to the Closing Date; or ; (vxiii) any implied or explicit warranty obligations of Seller with respect Liability under Environmental Laws, to the Products entered into extent arising out of Sellers’, Equity Holder’s or Guarantor’s failure to comply with applicable hazardous waste management requirements, which Liability may include penalties, fines or other fees assessed by any Governmental Entity for such non-compliance; (xiv) any Liability of either Seller, Equity Holder or Guarantor resulting from or arising out of the conduct of, the use, non-use or ownership of Sellers’ Medicare provider numbers or any other third party provider numbers or licenses; and (xv) any kind of Liability (fixed or contingent, known or unknown), resulting from or arising out of the conduct of, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, in each case, to the extent such other Liabilities arose during, accrue during, or are attributable to the period prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilities.

Excluded Liabilities. Except Buyer and Seller acknowledge that Buyer does not intend to acquire nor is it acquiring an ongoing business from Seller for any purpose, and does not intend to be nor shall it be a successor Person for any purpose. Notwithstanding anything in this Agreement to the Assumed Liabilities specifically set forth in Section 2.7 abovecontrary, Buyer is not assumingassuming and shall not be deemed to have assumed any liabilities, debts or obligations of Seller other than the Specified Liabilities. For purposes of clarity, the Specified Liabilities shall not, and shall in no event be deemed to, include any of the Assumed Liabilities expressly excludefollowing liabilities, debts and obligations of Seller: (a) any debtobligation under any financing or other encumbrance on, liability, duty affecting or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as any of the date hereof or connected in any way with any retirementStores, medical, life, disability the Assets or other Employee Plan assets of Seller Seller; (b) any obligations for any Federal, state, Commonwealth or local income, sales, use, property, municipal license tax or other taxes or assessments or any Benefits Liabilities penalties or interest relating to any such taxes or assessments or any combination of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant above relating to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising the Stores or incurred, Assets on or Seller's ownership of the Products and Acquired Assets through the Closing Date; prior to their transfer to Buyer (ii) Seller's termination of any Contracts which are not Transferred Contracts; other assets, (iii) their transfer to Buyer or (iv) Seller's operations; (c) any employment-related Claims, including but not limited to Claims arising from or in any way related to policies, authorizations, licenses and accounts required by the applicable laws or any obligations for taxes, accrued salaries, wages, commissions, bonuses, pensions, workers and unemployment compensation, sick pay, vacation pay, severance pay, other compensation, benefit plan contributions or other employee benefits for any of Seller's employees hired or any amounts for which Seller may become liable to any Person or governmental entity under the provisions of ERISA or the regulations promulgated thereunder; (d) any obligations which may arise under (i) the Multi-Employer Pension Plan Act, (ii) the Worker Adjustment and Retraining Notification Act of 1988 or (iii) any similar plant closing act, law, ordinance or regulation resulting from termination by Seller of the employment of any of Seller's employees; (e) any obligations or liabilities with respect to any litigation commenced or Claims made at any time before, on or after the Closing Date; (f) any Claims relating to payment for merchandise inventory or amounts, other than Purchase Orders assumed by Buyer that accrues hereunder, owed by Seller or arises as indebtedness of Seller to any bank, credit card company, lending institution, vendor or supplier or any indebtedness of Seller under any notes or commercial paper issued by Seller; (g) all obligations under any agreement (including without limitation any Lease), the benefits of Seller in, to or under which are excluded from the Delivered Stores or Assets actually acquired by Buyer hereunder; (h) any liability under any collective bargaining or labor union agreement whereby personnel are or were employed by Seller; (i) any obligations for returned checks or credit card chargebacks arising from sales from a Store prior to the Closing Date, Date (which documentation for returned checks or chargebacks shall be promptly forwarded by Buyer to Seller); (j) any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising obligation to pay for returned merchandise inventory which was purchased from a Store prior to the Closing Date; or Date except as otherwise provided herein; (vk) any implied obligation under any civil rights, wage and hour or explicit warranty obligations of Seller equal employment opportunity acts, laws, ordinances or regulations; (l) any obligation with respect to the Products any lay-away contracts entered into prior by Seller or customer Claims with respect to Inventory or Seller's operation of the Closing DateStores; (m) any consideration, shall be Excluded Liabilities and shall remain fee or payment due or payable to any Landlord under any Lease as a result of the responsibility assignment of Seller, except any Lease from Seller to Buyer; and (n) any claim made by any Landlord under any Lease with respect to any consideration paid by Buyer to Seller as otherwise specifically included within the Assumed Liabilitiescontemplated by this Agreement.

Excluded Liabilities. Except for the Purchaser will not assume, or be liable for, any liabilities which are not Assumed Liabilities. All such liabilities which are not Assumed Liabilities specifically set forth in Section 2.7 above, Buyer is not assuming, shall be referred to as “Excluded Liabilities,” all of which Seller shall retain and the Assumed remain liable for (whether such Excluded Liabilities expressly exclude, any debt, liability, duty or obligation, whether are known or unknown, fixed or absolute, contingent, liquidated or unliquidated, due or to become due, and whether claims with respect thereto are asserted before or after the Closing). Excluded Liabilities shall include, but not be limited to, each of the following Liabilities: (a) any and all Liabilities of and/or on behalf of Seller for costs and expenses incurred in connection with this Agreement or the negotiation and consummation of the transactions contemplated by this Agreement; (b) any and all employee-related Liabilities of Seller accrued or arising out of actions, omissions or events occurring prior to or on the Closing Date, including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operationsaccrued salaries and wages, whenever arising or incurred(ii) accrued vacation and sick pay, (iii) accrued payroll Taxes, (iv) withholdings, (v) charges of unfair labor practices, or (vi) discrimination complaints; (c) any and all Liabilities of Seller for the provision of health plan continuation coverage in accordance with the requirements of COBRA and Sections 601 through 608 of ERISA to employees of Seller's ownership , regardless of the Products whether or not such employees accept employment with Purchaser pursuant to Section 8.1; (d) any and Acquired Assets through all Liabilities owed to, or claims of, Seller’s creditors, whether arising before or after the Closing Date; , which may be asserted against Purchaser or any of the Purchased Assets pursuant to any applicable bulk sales, bulk transfer or similar laws and which do not otherwise constitute Assumed Liabilities; (e) any and all Liabilities under any intercompany loans, accounts or Contracts between the Business, on the one hand, and Seller or any of its affiliates, on the other hand; (f) any and all Liabilities relating to litigation (i) involving the Business, the Purchased Assets or Seller and existing as of the Closing Date, or (ii) Seller's termination to the extent arising out of or resulting from the Excluded Assets or Excluded Liabilities; (g) any and all Liabilities of Seller arising by reason of any Contracts which are not Transferred Contracts; violation of any Law or any requirement of any Governmental Body, including all Liabilities arising from, related to or in connection with FCC enforcement actions, in each case, to the extent such Liability results from or arises out of events, facts or circumstances occurring or existing on or prior to the Closing Date; (iiih) any and all Liabilities relating to or arising out of Excluded Assets, including Excluded Contracts; (i) any and all Liabilities for the return by any customer of Seller of products sold or distributed by Seller on or prior to the Closing Date or for a warranty claim for any product or service sold, distributed or performed, as the case may be, by Seller on or prior to the Closing Date based on any express warranty or implied warranty arising due to the statements or conduct of Seller or Seller's ’s employees hired by Buyer or agents prior to the Closing Date; (j) any and all Taxes arising from or with respect to the Purchased Assets or the operation of the Business that accrues are incurred in or arises as attributable to any period, or any portion of any period, ending on or prior to the Closing Date, or any and income and similar Taxes, of Seller's other agentsa type not described in Section 7.11, consultants, independent contractors, employees or former employees, whenever arisingthat are imposed as a result of the sale of the Purchased Assets pursuant to this Agreement (except, in each case including workers' compensationany case, severance, salary, bonuses or as otherwise provided in this Agreement); (k) any Liabilities of the Seller for Indebtedness; (l) any and all Liabilities of Seller under any Employee PlanContract, whether other than the Purchased Contracts, and any and all Liabilities of Seller under any Contract or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and Permit arising out of a breach or alleged breach thereof by Seller on or prior to the Closing Date; or ; (vm) any implied or explicit warranty obligations and all Liabilities of Seller with respect to the Products entered into arising by reason of any violation or alleged violation of any Law or any requirement of any Governmental Body on or prior to the Closing Date; (n) any and any Liabilities for the return by any customer of Seller of products sold or distributed by Seller on or prior to the Closing or any Liabilities for a warranty claim for any product or service sold, shall be Excluded distributed or performed, as the case may be, by the Seller on or prior to the Closing based on any express warranty, oral or written, or any implied warranty arising due to the statements or conduct of Seller or Seller’s employees or agents; (o) any and all Liabilities of the Seller arising out of the injury to or death of any person or animal or damage to or destruction of any tangible property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from or related to products (or parts or components thereof) sold, distributed or otherwise disposed of or services performed by or on behalf of the Seller, in each case, on or prior to the Closing Date; (p) any and shall remain all Liabilities of Seller for severance pay or the responsibility like with respect to any employee of Sellerthe Seller that does not accept employment with the Purchaser upon completion of the transaction contemplated by this Agreement; (q) any and all Liabilities of Seller for salaries, commissions, bonuses, deferred compensation or like payments to any director, officer or employee of the Seller for the period prior to the Closing, except as otherwise specifically included within expressly provided herein; and (r) all Excluded Pre-Petition Liabilities. Notwithstanding any provisions in this Agreement to the contrary, Purchaser is assuming only the Assumed LiabilitiesLiabilities and is not assuming any other Liability of Seller or its Subsidiaries (or any predecessor owner of all or part of the Business) of whatever nature. All such other Liabilities shall be retained by and remain Liabilities and obligations of Seller.

Excluded Liabilities. Except Notwithstanding any other provision of this Agreement, Buyer shall not assume, or in any way be liable for the Assumed Liabilities specifically set forth in Section 2.7 abovepayment, Buyer is not assuming, and the Assumed Liabilities expressly excludeperformance or discharge of, any debtliabilities, liability, duty obligations or obligationcommitments of Sellers or any of their Affiliates that do not constitute Assumed Liabilities, whether or not related to the Business or the ▇▇▇▇▇ ▇▇▇▇ Business and of whatever kind and nature, whether primary or secondary, direct or indirect, absolute or contingent, known or unknown, fixed or contingentaccrued or unaccrued (collectively, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that . Except for the foregoing does Assumed Liabilities, Sellers shall be solely liable for all liabilities, obligations or commitments of Sellers or any of their Affiliates resulting from or arising from the ownership or condition of the Assets on or prior to Closing, the operation of the Business on or prior to Closing, and incidents, occurrences or events relating to the Business or the Assets to the extent occurring or in existence on or prior to Closing, whether or not preclude Buyer from assuming responsibility for Employee Plan Liabilities reflected in the books and records of Sellers, or other Benefits Liabilities pursuant on the Closing Date to separate written agreements between Buyer and Sellerthe extent not occurring or in existence as a result of any act or omission by Buyer. Without limiting the foregoinggenerality of the immediately preceding sentences, Buyer shall not assume any of the following liabilities or obligations: (a) the accounts payable relating to the Business accrued on or prior to the Closing Date or relating to the ▇▇▇▇▇ ▇▇▇▇ Business accrued on or prior to the ▇▇▇▇▇ ▇▇▇▇ Transfer Date; (b) any product or recall liability relating to Products or ▇▇▇▇▇ ▇▇▇▇ Products shipped by Sellers; (c) any liabilities, obligations or commitments for manufacturer's coupons issued prior to, or by either Seller on, the Closing Date and relating to Products, which coupons are received by the clearinghouse for reimbursement prior to the date that is sixty (60) days after the Closing Date; (d) any refund or replacement obligations relating to Products shipped on or prior to the Closing Date and returned prior to the date that is thirty (30) days after the Closing Date or relating to ▇▇▇▇▇ ▇▇▇▇ Products shipped on or prior to the ▇▇▇▇▇ ▇▇▇▇ Transfer Date; (e) except as otherwise expressly provided in Section 2.5, all liabilitiesobligations relating to Products shipped on or prior to the Closing Date or, including except as otherwise expressly provided in Sections 7.12 and 7.13, all obligations relating to ▇▇▇▇▇ ▇▇▇▇ Products shipped on or prior to the ▇▇▇▇▇ ▇▇▇▇ Transfer Date; (f) any liabilities for Excluded Taxes; (g) any liabilities or obligations arising out of or relating to the Excluded Assets; (h) any debts, arising from liabilities, obligations or commitments, whenever arising, to the extent not related to: to the Business or the ▇▇▇▇▇ ▇▇▇▇ Business and to the extent not otherwise related to the Assets; (i) Seller's operationsany liabilities, whenever arising obligations or incurredcommitments (including obligations in default) of Sellers and their Affiliates, or Seller's ownership of to the Products and Acquired Assets through extent accrued in accordance with the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of terms thereof on or prior to the Closing Date, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plancontract or agreement (including Assigned Contracts and Purchase Orders); (j) any indebtedness of Sellers for money borrowed or purchase money indebtedness; (k) any liability, whether obligation or not any such employees shall accept employment with Buyer commitment of Sellers for costs and expenses incurred in connection with the preparation and execution of this Agreement and the Collateral Agreements or the consummation of the transactions contemplated hereby; hereby and thereby; (ivl) any liability, obligation or commitment of, or undertaken by, Sellers pursuant to this Agreement or any other Collateral Agreement; (m) except as otherwise provided in this Agreement, any liability, obligation or commitment to employees of Sellers (including any liability for wages, salaries, bonuses, benefits or severance or under the Products and arising WARN Act) based upon their employment by either Seller prior to the Closing Date; Date (in the case of Closing Date Employees) or prior to the Conversion Date (vin the case of Toledo Employees), including with respect to employment termination in connection with the consummation of this Agreement or the Conversion Plan Agreement, other than Accrued Paid Time Off for Business Employees employed by Buyer to the extent Buyer is reimbursed or credited by Sellers hereunder for such Accrued Paid Time Off; (n) except as otherwise expressly provided herein or in any implied Collateral Agreement, any liability or explicit warranty obligations obligation of Seller Sellers arising from any cause of action, litigation, suit, arbitration, proceeding or investigation to the extent based upon any action or omission or alleged action or omission occurring prior to the Closing, including any infringement or alleged infringement of intellectual property rights of other Persons or any violation or alleged violation of any law, rule, regulation or code (including those relating to protection of the environment and food and drug regulation), in each case, to the extent such action or omission or alleged action or omission occurs prior to the Closing; (o) except as otherwise expressly provided herein or in any Collateral Agreement, any liability or obligation of Sellers with respect to the Products entered into Tennessee Plant or the ▇▇▇▇▇▇ Plant, including those relating to or arising from any pre-Closing or post-Closing operations of such plants or any pre-Closing operation of the Equipment or any shutdown or conversion of such plants or the removal of Equipment therefrom; and (p) except as otherwise expressly provided herein or in any Collateral Agreement, any liability or obligation with respect to the Toledo Plant prior to the Closing Conversion Date, shall be Excluded Liabilities and shall remain including those relating to or arising from any operations of, or the responsibility of Sellershut down or conversion of, except as otherwise specifically included within the Assumed LiabilitiesToledo Plant prior to the Conversion Date.

Excluded Liabilities. Except for the Assumed Liabilities specifically set forth in Section 2.7 aboveHFC does not assume any liabilities, Buyer is not assuming, and the Assumed Liabilities expressly exclude, obligations or undertakings of HCS of any debt, liability, duty kind or obligationnature whatsoever, whether fixed or contingent, known or unknown, fixed determined or contingentdeterminable, due or not yet due, whether arising out of Seller includingemployment, without limitationconsulting, any liabilities management or obligations related other business relationships or other business operations prior to the Products which are outstanding Closing Date, or unpaid as arising out of sale of any of the date hereof Acquired Assets under this Agreement, or connected in any way with any retirementotherwise, medical, life, disability or other Employee Plan of Seller or any Benefits than the Assumed Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoinggenerality of the foregoing sentence, all liabilitiesthe Excluded Liabilities include, including and HFC specifically disclaims assumption of the following, except insofar as they are Assumed Liabilities: (a) any liabilities for Taxesor obligations arising out of negligence, arising strict liability, product liability or breach of warranty claims to the extent resulting from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership out of the Products and operation of the Business or the Acquired Assets through prior to the Closing Date; (iib) Sellerany liabilities and obligations to the extent relating to the Business and arising prior to the Closing Date under contracts of HCS with the Business' customers, suppliers or licensees; (c) any claims or liabilities relating to the Business and arising under any of HCS's payroll, compensation, bonus, employee vacation, termination, employee benefits, employee tax, severance, sick leave, tuition reimbursement, pro-rated pension or other employee plans, programs or policies in connection with the termination of any Contracts which are not Transferred Contracts; (iii) of HCS's employees as such, whether as contemplated by this Agreement or otherwise, or arising prior to the Closing Date with respect to any of SellerHCS' employees as such under COBRA or federal and state plant closing/mass layoff laws, if applicable to the transactions contemplated hereby, or workers compensation obligations relating to injuries sustained by HCS's employees hired by Buyer that accrues or arises as of or prior to the Closing Date, or any of Sellersexual harassment, OSHA or Equal Employment Opportunity Commission claims by HCS's other agents, consultants, independent contractors, employees or former employees, whenever arisingas such, in each case including workers' compensationbased on acts or omissions of HCS alleged to have occurred prior to the Closing Date during such person's employment relationship with HCS; (d) any liabilities, severanceclaims or fees payable under contracts between HCS (or its Affiliates) and any third party staffing organization, salarysuch as ▇▇▇▇▇ Services, bonuses Inc., or under any Employee Plan, whether other person or not any such employees shall accept employment with Buyer entity arising out of or in connection with the transactions contemplated herebyemployment of any employee, consultant or contractor of the Business by HFC, HFC's retention of any such employee, consultant or contractor as a consultant or contractor or any solicitation by HCS or HFC of any such employee, consultant or contractor in connection with such employment or retention; (ive) any lease, license and utility payments with respect to the Products and arising Business to the extent related to any period prior to the Closing Date; or and (vf) any implied liability of HCS or explicit warranty obligations its predecessors or Affiliates for income taxes or sales or use taxes arising out of Seller with respect business operations to the Products entered into extent attributable to any period prior to the Closing DateDate or arising out of the sale of any of the Acquired Assets under this Agreement. Notwithstanding any other provision of this Agreement, shall be Excluded Liabilities HCS acknowledges that HFC is under no obligation to HCS to offer employment to or enter into any employment relationship with any HCS employee. HCS further acknowledges that neither this Agreement nor any agreement between HCS (or its Affiliates) and shall remain any third party staffing organization, such as ▇▇▇▇▇ Services, Inc., creates any obligation on the responsibility part of Seller, except as otherwise specifically included within the Assumed LiabilitiesHFC to such third party staffing organization.

Excluded Liabilities. Except for the Assumed Liabilities, the US Purchaser shall not assume, and shall have no liability for, any Liabilities specifically set forth of the Seller or its Subsidiaries or Affiliates, or any of their respective predecessors in Section 2.7 aboveinterest, Buyer is not assumingof any kind, character or description whatsoever (such unassumed Liabilities, the “Excluded Liabilities”), all of which shall continue to be Liabilities of the Seller and its Subsidiaries and Affiliates. For the avoidance of doubt and without intending to limit the generality or effect of the foregoing, the Excluded Liabilities shall include (and the Assumed Liabilities expressly excludeshall not include) the following Liabilities of the Seller and its Subsidiaries and Affiliates and their respective predecessors in interest: (i) all Transaction Expenses; (ii) all Liabilities arising out of or relating to any Indebtedness of the Seller (including, for the avoidance of doubt, any debtoutstanding Indebtedness owed to the Business by the Seller or any officer, liabilitydirector, duty employee or obligationAffiliate of the Seller or any individual in such officer’s, whether known director’s, employee’s or unknownAffiliate’s (to the extent a natural person) immediate family); (iii) all Excluded Taxes; (iv) all Liabilities relating to or arising out of any Seller Benefit Plans or Employment Agreements; (v) all Liabilities relating to, fixed or contingentin respect of, of Seller any Non-Business Service Provider or any Business Service Provider that is not a Transferred Employee, including, without limitationand in each case as applicable, (A) all salaries, wages, commissions, contractual incentive payments, severance, accrued paid time off, contractual bonuses, employer insurance contributions and similar obligations (including all related Taxes and social insurance costs), (B) relating to compliance with the requirements of Section 4980B of the Code, Part 6 of Subtitle B of Title I or ERISA, or a similar state or local Law, including the provision of continuation coverage, (C) in the form of long-term disability (whether long-term or short-term) coverage, (D) in the form of any workers’ compensation, occupational disease or illness, state or other disability or similar workers’ protection claims, (E) relating to any misclassification of individual independent contractors or consultants, or (F) any compensation or benefits that a Non-Business Service Provider or Business Service Provider that is not a Transferred Employees may become entitled to receive however arising, including in connection with (1) (I) the termination of such Person’s employment with the Seller or its Subsidiaries or (II) the termination of such Person’s engagement as an individual independent contractor or consultant of the Seller or its Subsidiaries, (2) the Transactions, (3) such Person’s claim that his or her employment should have transferred to the Purchaser pursuant to applicable Law or otherwise, or (4) such Person’s not accepting an applicable Qualifying Offer of employment (in the case of an Employment Offer) on the terms, and within the time period, required by the Purchasers; (vi) all Liabilities relating to, or in respect of, any liabilities Transferred Employee that arise, are pursuant to arrangements entered into, or obligations related are incurred prior to the Products which are outstanding or unpaid as of the date hereof Transferred Employee’s commencement of employment with the Purchasers and their Affiliates, including (1) all salaries, wages, commissions, contractual incentive payments, variable compensation, allowances, severance, accrued paid time off (or connected similar benefits), accrued vacation, sick leave, contractual bonuses (including retention bonuses and incentive bonuses), employer insurance contributions and similar obligations (including all related Taxes and social insurance costs), (2) relating to compliance with the requirements of Section 4980B of the Code, Part 6 of Subtitle B of Title I or ERISA, or a similar state or local Law, including the provision of continuation coverage, with respect to all Transferred Employees and their spouses and dependents, for whom a qualifying event occurs prior to or on the Closing, (3) in the form of long-term disability (whether long-term or short-term) coverage of Transferred Employees for whom the incident or circumstance giving rise to such coverage occurred prior to or on the Closing, (4) in the form of any way with any retirementworkers’ compensation, medicaloccupational disease or illness, life, state or other disability or other similar workers’ protection claims with respect to any Transferred Employees to the extent the injury or illness giving rise to such claim originated or arose on or prior to the Closing, (5) relating to any misclassification of individual independent contractors or consultants, or (6) any compensation or benefits that a Transferred Employee Plan may become entitled to receive in connection with either (I) the termination of such Transferred Employees employment with the Seller or its Subsidiaries or (II) the Transactions (excluding, for purposes of this subsection (vi), Liabilities relating to or arising under or in respect of any Benefits Liabilities arrangements entered into by or at the direction of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities any such Purchaser or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilitiesits Affiliates, including any liabilities for TaxesSigning Hire Documents, arising from or related to: (i) Seller's operationsQualifying Offers, whenever arising or incurredother offers of employment, or Seller's ownership other arrangements entered into between any Transferred Employee and any Purchaser or any of its Affiliates); (vii) all Liabilities arising out of the Products Excluded Assets; (viii) all Liabilities due and Acquired Assets through payable on or before the Closing Date; Date arising out of or in connection the prosecution or maintenance of Transferred IP; (iiix) Seller's termination all Pre-Closing Environmental Liabilities; (x) all Liabilities relating to, or in respect of, any Business Service Provider of any Contracts kind, which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of Liabilities arise at or prior to the Closing Dateor, if later, the commencement of such Business Service Provider’s service with the Purchasers or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer their Affiliates in connection with the transactions contemplated hereby; Transactions, including Liabilities that arise out of or relate to (i) layoffs or other reductions in force that occurred, (ii) events that occurred that could give rise to any claims of unlawful harassment, discrimination, or retaliation, (iii) actions by professional employment organizations and (iv) the Products execution of this Agreement or the Transactions (excluding, for purposes of this subsection (x), Liabilities relating to or arising under or in respect of any arrangements entered into by or at the direction of any such Purchaser or its Affiliates, including any Signing Hire Documents, Qualifying Offers, other offers of employment, or other arrangements entered into between any Transferred Employee and arising prior any Purchaser or any of its Affiliates); (xi) all Liabilities of the Seller to its direct or indirect equityholders or Affiliates; (xii) the 908 Germany Excluded Liabilities assumed by (or purported to be assumed by) the Seller pursuant to the Closing DateIntercompany Assumption Agreement; or and (vxiii) any implied or explicit warranty obligations Liabilities of the Seller with respect under this Agreement and each Ancillary Agreement. Notwithstanding anything to the Products entered into prior contrary in this Section 1.3(b), no Liabilities of the Transferred Company shall constitute Excluded Liabilities, it being acknowledged and agreed that such Liabilities (after giving effect to transactions contemplated by the Closing Date, shall be Excluded Liabilities and Intercompany Assumption Agreement) shall remain the responsibility Liabilities of Seller, except as otherwise specifically included within the Assumed LiabilitiesTransferred Company immediately after the Closing.

Excluded Liabilities. Except for the Assumed Liabilities specifically set forth in Section 2.7 aboveLiabilities, Buyer is Purchaser has not assumingagreed to pay, will not be required to assume and the Assumed Liabilities expressly excludewill have no liability or obligation with respect to, any debt, liability, duty liability or obligation, whether known direct or unknownindirect, fixed absolute or contingent, of Seller including, without limitationor the Division, any liabilities subsidiary or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan affiliate of Seller or the Division or any Benefits Liabilities of Seller other Person (collectively, the "EXCLUDED LIABILITIES"), and Seller agrees that it will take all actions and do all things necessary to ensure that Purchaser is not liable for any Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership generality of the Products preceding sentence, the Excluded Liabilities include all of the following: (a) liabilities related to Taxes and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or Environmental Laws for all periods prior to the Closing Date, ; (b) liabilities related to any Action arising out of or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the ownership or conduct of the Business by Seller or the Division, whether asserted before or after the Closing Date and whether known or unknown on the Closing Date; (c) liabilities related to any former or current employee or agent of Seller or the Division, including any liabilities under or associated with any Employee Benefit Plan, any Actions asserted by or on behalf of any former or current employee or agent of Seller or the Division, any claims for wages, overtime pay, bonuses, commissions or other forms of compensation, and any claims under any policies of Seller or the Division related to its Employees; provided, however, that the Excluded Liabilities does not include obligations related to accrued vacation, holiday and sick leave; and (d) liabilities, costs and expenses incurred by Seller or the Division in connection with the negotiation, execution or performance of this Agreement and the transactions contemplated hereby; (iv) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilities.

Excluded Liabilities. Except for the Assumed Liabilities specifically set forth in Section 2.7 aboveLiabilities, the Buyer is shall not assuming, assume and the Assumed Liabilities expressly excludeBuyer shall not be obligated to pay, perform or discharge any debtliabilities, liabilitydebts, duty claims, expenses or obligation, obligations of any kind or nature (whether known or unknown, fixed vested or unvested, asserted or unasserted, absolute or contingent, accrued or unaccrued, assessed or unassessed, liquidated or unliquidated, actual or potential, or due or to become due), all of which liabilities, debts, claims, expenses and obligations shall be retained by Seller including, without limitation, any liabilities or obligations related (collectively the “Excluded Liabilities”) including but not limited to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: following: (i) Seller's operationsany claims, whenever arising or incurredwhether founded upon contract, tort, statute, regulation, breach of warranty, or Seller's ownership any other grounds, and whether made before or after the Closing, which relate to or arise out of the Products and Acquired Assets through products manufactured, distributed or sold by Seller prior to the Closing Date; ; (ii) Seller's termination obligations of any Contracts kind or nature to any employee or former employee employed by Seller which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues based on facts occurring or arises as of or circumstances existing prior to the Closing Date, including, but not limited to, those wages, employment fees, fringe benefits, or other payments owing under or with respect to (A) any severance policy, employment agreement, employee benefit, welfare or retirement plans (including but not limited to, those arising under the Employee Retirement Income Security Act of 1974) or other contract relating to the terms and conditions of employment of an employee or other employees of Seller's other agents, consultants(B) any federal, independent contractorsstate, or local law relating to the termination of employment of employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with a transaction of the transactions type contemplated hereby; hereunder, and (C) any workers’ compensation claim; (iii) any liabilities under debt instruments, loan documents, indentures, guaranties or other indebtedness for borrowed money from any bank or financial institution; (iv) Taxes, fees or expenses of the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller incurred with respect to the Products entered into transactions contemplated herein; (v) all Losses to the extent relating to the Business, the Purchased Assets or any activities or operations occurring or conducted at or from the Real Property (including offsite disposal) prior to Closing which arise under or are based upon any Environmental Law and all Losses in connection with any Hazardous Substances at any time present at the Real Property prior to Closing, regardless of source or cause; (vi) all Losses arising out of product liability claims relating to any damage to Persons or property to the extent caused by products of the Business sold or manufactured prior to the Closing DateClosing, shall be Excluded Liabilities and shall remain and (vii) all liabilities to the responsibility extent arising out of Seller, except as otherwise specifically included within the Assumed LiabilitiesRetained Assets.

Excluded Liabilities. Except Buyer is not assuming and shall not be liable for the Assumed Liabilities any payables or other liabilities of Seller or Shareholder, other than those specifically set forth above in this Section 2.7 above1(c), Buyer is not assumingwhether related or unrelated to the Business or the Assets, and the Assumed Liabilities expressly exclude, shall not be liable for any debt, liabilitytax, duty or account payable, obligation, whether claim or liability of Seller or Shareholder of any kind or description whatsoever, contingent or otherwise, known or unknown, fixed whether related or contingentunrelated to the Business or the Assets, and whether incurred by Seller or Shareholder prior to, subsequent to or at the Closing, other than those specifically set forth above in this Section (1)(c) (all such excluded liabilities and payables are referred to as "Seller Liabilities"). Not as a limitation of the foregoing, it is understood that Buyer is not assuming the following, which shall remain liabilities of Seller including, without limitation, any and Shareholder (the following liabilities constitute a portion of the Seller Liabilities): (i) payables of Seller or obligations related to the Products which are outstanding or unpaid Shareholder under Contracts as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan which were not included on the Statement of Net Assets (except for those payables incurred by Seller or any Benefits Liabilities Shareholder under Contracts in the ordinary course of Seller (business between May 24, 2002 and the "Excluded Liabilities"Closing); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) any other liabilities or payables of Seller's termination , Shareholder, or their Affiliates existing prior to or arising after the date of any Contracts this Agreement (which would be required to be listed on a balance sheet pursuant to GAAP) which are excluded from the Statement of Net Assets and not Transferred Contractsotherwise listed or described in this Section 1(c) or Section 3(s) or other portions of this Agreement or as limited under this Agreement, such as, warranty claims as set forth above; (ii) consequential damages or product liability claims of Seller, Shareholder, or a third party related to any claim for goods, services or Products, or operations of the Business which are based upon events or conditions existing prior to the date hereof; (iii) accrued payroll liabilities of Seller or Shareholder unless included in the Assumed Liabilities and included on the Statement of Net Assets; (iv) any and all tax liabilities or obligations of SellerSeller or Shareholder regardless of source but including all income, franchise or other taxes for all taxable periods through (as well as after) (as well as after) the date hereof, provided that Buyer shall be responsible for any and all tax liabilities resulting from Buyer's employees hired by Buyer that accrues operation of the Business after the date hereof; (v) existing or arises as potential liabilities under existing retirement, pension and profit sharing plans of Seller or Shareholder; (vi) responsibility for the disposal and any costs of disposal of hazardous waste attributable to operations of Seller prior to the date hereof; (vii) any contingent liabilities of Seller or Shareholder existing prior to the Closing Date, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or which are not any such employees shall accept employment with Buyer in connection with the transactions contemplated herebylisted on Section 1(c); (ivviii) Transaction Taxes (as defined in Section (6)(a); (ix) any and all liabilities under employment agreements of Seller or Shareholder with F. ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇, including without limitation, any severance payments set forth therein; and (x) any and all liabilities resulting from or related to the Products and lawsuit pending against Seller in the United States District Court for the Western District of Louisiana, CV 01: 2527, as described in further detail in Schedule 3(l). including, but not limited to, product liability or other third party claims which have an origin arising prior to the Closing DateClosing.; or and (vvii) any implied and all city, county or explicit warranty obligations of Seller state transfer or similar taxes incurred or imposed with respect to the Products entered into prior to conveyances of the Closing DateAssets, shall be Excluded Liabilities including, but not limited to, revenue stamps or similar charges, fees or taxes on the transfer of properties constituting part of the Assets ("Transaction Taxes") (ede) Statement of Net Assets. Attached hereto as Exhibit B is an accounting by Seller of the Assets dated as of May 24, 2002 (the "Statement of Net Assets"), including the total fixed assets, accounts receivable, prepayments, and shall remain Inventory incorporated as part of the responsibility Assets, offset by the reserves established for uncollectible accounts receivable, obsolete inventory and warranty work (the Statement of SellerNet Assets includes no other offsets for reserves), except less the accounts payable (including accounts payable under Contracts as otherwise specifically of May 24, 2002) and accrued expenses included within in the Assumed Liabilities. The values assigned as a result of such inventory and accounting by Seller and Shareholder are in accordance with GAAP and consistent with any valuation rules agreed by the parties as set forth in Schedule 1(d) Exhibit B. The parties acknowledge and agree that there have been changes to the Net Tangible Assets (as shown on the Statement of Net Assets) as a result of Seller's continued operation of the Business since May 24, 2002. Accordingly, the Purchase Price shall be decreased on a dollar-for-dollar basis by the amount of any decrease in the Net Tangible Assets in excess of $100,000 as of the Closing, which shall result in a reimbursement to Buyer by Seller and Shareholder upon a final determination of such adjustment.

Excluded Liabilities. Except Notwithstanding anything to the contrary contained herein, except for the Assumed Liabilities specifically set forth Liabilities, none of the Acquirors or their Affiliates shall assume, or in Section 2.7 above, Buyer is not assuming, and the Assumed Liabilities expressly excludeany way be liable or responsible for, any debtliabilities, liabilitycommitments, duty or obligationobligations, whether known or unknown, disclosed or undisclosed, absolute, contingent, inchoate, fixed or contingentotherwise, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller Debtors (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the generality of the foregoing, all none of the Acquirors or their Affiliates shall assume, and the Debtors shall remain fully responsible for, the following liabilities, commitments, or obligations, whether known or unknown, disclosed or undisclosed, absolute, contingent, fixed or otherwise (all of which shall be Excluded Liabilities): (a) any liabilities, commitments or obligations that arose with respect to the Debtors' business or Assets or the use thereof prior to the Petition Date including any liabilities for Taxes, arising from or related to: without limitation (i) Seller's operationsany liabilities that result from, whenever arising relate to or incurredarise out of tort or other product liability claims, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination any liability, commitment or obligation of, or required to be paid by, any of the Debtors for any Taxes of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or prior to the Closing Date, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and kind arising prior to the Closing Petition Date; ; (b) except as provided in Section 1.6, any liability or obligation of any kind under any contract or agreement, written or oral, that is not an Assumed Contract, including the obligations arising under any Contract added to Exhibit 1.3(a); (vc) any implied liabilities, commitments or explicit warranty obligations of Seller that arose with respect to the Products entered into prior Assets or the use thereof following the Petition Date other than in the ordinary course of business (or pursuant to an order of the Closing Date, shall be Excluded Liabilities and shall remain Bankruptcy Court); and (d) any liabilities or obligations under the responsibility of Seller, except Jefferies Agreement other than as otherwise specifically included within set forth in Section 1.4(i). Except for the Assumed Liabilities, none of the Acquirors or their Affiliates shall assume, and the Globalstar Entities shall retain and discharge when due, all other obligations and liabilities of the Globalstar Entities.

Excluded Liabilities. Except for the Assumed those Liabilities specifically set forth in assumed by Buyer pursuant to Section 2.7 above2.03 and Section 5.10, Buyer is shall not assumingassume and shall not be liable for, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits shall retain all Liabilities of Seller and its Subsidiaries (the "“Excluded Liabilities"”); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility , including: (a) all Accounts Payable for Employee Plan Liabilities services performed, goods delivered or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, otherwise arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership the operation of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of Business on or prior to the Closing Date; (b) except as otherwise specifically provided in Section 5.10, any Liability for Taxes attributable to or imposed upon Seller or any of Seller's its Subsidiaries (including any Liabilities or obligations under any tax sharing, allocation or indemnity agreements or by reason of being a member of a consolidated group) or attributable to or imposed upon the Business or the Transferred Assets for any Pre-Closing Tax Period or the portion of any Straddle Period attributable to the period up to and including the Closing Date; (c) any (i) Liabilities under Employee Plans and Employee Agreements whether or not such Liability arises prior to, on or after the Closing, (ii) Liabilities (including workers’ compensation) relating to the employment or termination of employment of any Person by Seller or any of its Subsidiaries, (iii) Liabilities arising from events occurring prior to the Closing (including Liabilities for severance, retention, stay, transaction or incentive bonuses or other agentspayments that relate to the transactions contemplated by this Agreement) but excluding Liabilities arising from actions taken by Buyer with respect to the Transferred Employees on or after the Closing, and (iv) Liabilities relating to any Person who is not a Transferred Employee arising prior to, on or after Closing; (d) the fees and expenses of counsel, auditors, accountants, consultants, independent contractorsengineers, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under investment bankers and any Employee Plan, whether or not any such employees shall accept employment with Buyer other advisor retained by Seller for services rendered in connection with the preparation, negotiation, execution, delivery and performance of this Agreement and the transactions contemplated herebyhereby and the process of selling the Business; (e) any Liability under, in connection with, or related to the Excluded Assets; (f) any Liability not arising exclusively out of the Business or related to the Transferred Assets; (g) any Indebtedness other than capital leases included in the Assumed Contracts; (h) any Liability of the Business to Seller or any of its Subsidiaries other than pursuant to this Agreement or the other Acquisition Documents; and (ivi) the Products and arising prior to Liabilities specifically identified on Section 2.04(i) of the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed LiabilitiesDisclosure Letter.

Excluded Liabilities. Except Neither Buyer nor any Buyer Designee shall assume or be obligated to pay, perform or otherwise assume or discharge any liabilities or obligations of Seller or any of its Affiliates, whether direct or indirect, known or unknown, suspected or unsuspected, matured or unmatured, absolute or contingent, except for the Assumed Liabilities specifically set forth in Section 2.7 above(all of such liabilities and obligations not so assumed being referred to herein as the “Excluded Liabilities”). For the avoidance of doubt, Buyer is the Parties agree that the Excluded Liabilities include, but are not assuming, and the Assumed Liabilities expressly excludelimited to, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any and all liabilities or obligations set forth or described in paragraphs (a) through (l) below, whether or not any such liability or obligation has a value for accounting purpose or is carried or reflected on or specifically referred to in Seller’s or the applicable Affiliate’s books or financial statements: (a) any Excluded Taxes; (b) any liability or obligation arising out of or related to the Products which are outstanding any Excluded Asset; (c) any accounts payable or unpaid as trade payables; (d) any indebtedness for borrowed money or guarantees thereof of the date hereof Seller and its Affiliates or connected in any way with any retirement, medical, life, disability or other Employee Plan intercompany obligations of Seller or any Benefits Liabilities Affiliate; (e) any liability or obligation relating to or arising (whether before, on or after the Closing Date) out of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising the employment and any termination of such employment by Seller or incurred, any Affiliate of any employee or Seller's ownership former employee of the Products and Acquired Assets through the Closing DateSeller or an Affiliate; (ii) Seller's termination any employee’s or former employee’s or such employee’s dependents’ rights or obligations with respect to any fringe benefit of employment with Seller or an Affiliate, including any Contracts which are not Transferred ContractsBenefit Plan; (iii) any of Seller's employees hired the unpaid vacation, personal days and floating holidays accrued by Transferred Employees that are not required by applicable Law to be provided by Buyer that accrues or a Buyer Designee; and (iv) any change in control, retention or severance payments granted or awarded by Seller or an Affiliate prior to the Closing to be paid (if earned) to the Transferred Employees following the Closing; (f) any liability and obligation which arises as out of or relates to any breach, default or violation by Seller or its Affiliates of any lease, Transferred Contract or Transferred Governmental Permit occurring on or prior to the Closing Date; (g) any liability or obligation in connection with, or relating to, any actions, suits, claims or proceedings against Seller or any Affiliate which arise out of, accrue, or relate to (i) the operation or conduct of Seller's the Target Business or (ii) the ownership or use of the Purchased Assets, including all claims or allegations of infringement, misappropriation, and other agents, consultants, independent contractors, employees or former employees, whenever arisingviolations of Intellectual Property rights therein, in each case on or before the Closing Date; (a) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases, acquittances and other instruments, and shall take such further actions, as may be necessary or appropriate to transfer fully to, and vest in, Buyer and the Buyer Designees and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Subsidiaries and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including workers' compensation(i) transferring back to Seller or a Subsidiary any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, severancerespectively, salary, bonuses or under any Employee Plan, whether or not if and to the extent that any such employees asset or liability was erroneously or inadvertently transferred to Buyer or a Buyer Designee at the Closing and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was erroneously or inadvertently not transferred to Buyer or a Buyer Designee at the Closing). -23- (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall accept employment be construed as an attempt or agreement to transfer or assign any Purchased Asset, including any Transferred Contract, Transferred Governmental Permit, certificate, approval, license, authorization or other right, which by its terms or by Law is nonassignable or cannot be entered into without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party in the event of an assignment (“Nonassignable Assets”) unless and until (i) such consents shall have been obtained or (ii) Buyer or a Buyer Designee notifies Seller that any such Purchased Asset should be transferred or assigned notwithstanding the absence of a requisite Third Party consent or Governmental Body consent or the right of a Third Party to cancel such Nonassignable Asset in the event of a transfer or assignment hereunder, in which event such Purchased Asset shall not be a Nonassignable Asset for purposes of this Agreement and shall instead be transferred and assigned hereunder notwithstanding the absence of such Third Party consent or Governmental Body consent or any right of a Third Party to cancel such Purchased Asset. Seller shall use commercially reasonable efforts to obtain such consents and deliver any required notices under all Nonassignable Assets, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller to obtain such consents promptly. To the extent permitted by applicable Law, in the event any requisite consent cannot be or is not for any reason obtained prior to the Closing, from and after the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to develop a mutually agreeable arrangement (including by way of amendment or addition of services to the Transition Services Agreement) under which Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Nonassignable Assets in accordance with this Agreement, including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee. From and after the Closing, Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Seller’s expense, such actions in its name or otherwise as mutually agreed to by the Parties (provided, that, Seller’s agreement not to be unreasonably withheld or delayed) so as to provide Buyer or the applicable Buyer Designee with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Subsidiary shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Nonassignable Assets; provided, however, with respect to any Transferred Governmental Permit which is a Nonasignable Asset, Buyer shall be responsible to pay (or as reasonably necessary, reimburse Seller for) the expense of transferring such Transferred Governmental Permit to Buyer as contemplated by this Agreement; and provided further, that Seller shall be entitled to deduct from any money or other consideration collected by Seller and required to be paid over to Buyer or the applicable Buyer Designee as described in this sentence, the out-of-pocket reasonable costs actually incurred by Seller to collect such amounts for the benefit of Buyer and any applicable early termination fees or penalties payable by Seller in connection with the transactions contemplated hereby; (iv) the Products and arising Nonassignable Assets, so long as Seller obtained Buyer’s written consent prior to incurring such costs to collect such amounts or paying any such applicable early termination fees or penalties. If after the Closing Date; Date any Nonassignable Asset becomes assignable (either because consent for the assignment or (v) any implied execution thereof is obtained or explicit warranty obligations of otherwise), Seller with respect shall promptly notify Buyer and cooperate to the Products entered into prior assign or transfer such previously Nonassignable Asset to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilities.Buyer or the

Excluded Liabilities. Except The Purchased Assets shall be sold and conveyed to Buyer free and clear of any and all liabilities, obligations, claims, charges, liens, security interests, mortgages, pledges, hypothecations and encumbrances whatsoever; provided, however, that Buyer will assume at Closing only the obligations of Sellers described in Section 1.4(b) below. Notwithstanding anything in this Agreement to the contrary, Buyer shall in no event assume or be liable for the Assumed Liabilities any liability or obligation of Sellers not specifically assumed pursuant to this Section and in instruments of assumption delivered by it at Closing, and Sellers shall retain responsibility for all liabilities and obligations with respect to Sellers, whether or not accrued and whether or not disclosed, other than as expressly set forth in Section 2.7 above1.4(b). Specifically, but without limiting the generality of the foregoing, Buyer is shall not assumingassume any liability or obligation of Sellers with respect to employees or former employees of Sellers, and the Assumed Liabilities expressly excludeincluding without limitation any liability for accrued salaries, any debtwages, liabilitypayroll taxes, duty or obligationseverance pay entitlements, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirementhealth, medical, liferetirement, disability vacation or other Employee Plan of Seller deferred compensation benefits or any Benefits Liabilities other obligations or expenses arising out of Seller (or relating to the "Excluded Liabilities"); it being expressly understood that employment by Sellers of its respective employees or either Seller’s termination of such employees, including the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities terminations effected by Sellers pursuant to separate written agreements between Buyer this Agreement. Sellers shall retain and Seller. Without limiting shall assume and discharge all liabilities and costs under the foregoingConsolidated Omnibus Budget Reconciliation Act, all liabilities, as amended (“COBRA”) (including any liabilities for Taxes, arising from or related to: violations thereof) for all “qualifying events” (ias defined in COBRA) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products occurring with respect to employees and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or their dependents prior to and on the Closing Date, or any including qualifying events that occur as a result of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions sale of the Purchased Assets contemplated hereby; (iv) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiesby this Agreement.

Excluded Liabilities. Except Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the "Excluded Liabilities"): [any liabilities or obligations arising out of or relating to Seller's ownership or operation of the Business and the Purchased Assets prior to the Closing Date;] any liabilities or obligations relating to or arising out of the Excluded Assets; any liabilities or obligations for (i) Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any taxable period ending on or prior to the Closing Date and (ii) any other Taxes of Seller [or any stockholders or Affiliates of Seller] (other than Taxes allocated to Buyer under Section VI.11) for any taxable period; except as specifically set forth provided in Section 2.7 above, Buyer is not assuming, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitationVI.04, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller relating to or any Benefits Liabilities arising out of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurredthe employment, or Seller's ownership termination of employment, of any Employee prior to the Products and Acquired Assets through the Closing Date; Closing, or (ii) Seller's termination workers' compensation claims of any Contracts Employee which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or prior relate to the Closing Date, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising events occurring prior to the Closing Date; and any liabilities or (v) any implied or explicit warranty obligations of Seller arising or incurred in connection with respect to the Products entered into prior to negotiation, preparation, investigation and performance of this Agreement, the Closing Dateother Transaction Documents and the transactions contemplated hereby and thereby, shall be Excluded Liabilities including, without limitation, fees and shall remain expenses of counsel, accountants, consultants, advisers and others; [any liabilities and obligations of Seller set forth on (f) of the responsibility of Seller, except as otherwise specifically included within the Assumed LiabilitiesDisclosure Schedules; and] [[ANY OTHER EXCLUDED LIABILITIES].]

Excluded Liabilities. Except for Notwithstanding anything to the contrary in Section 2.3, the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer is Obligations do not assuminginclude, and the Assumed Seller and its Affiliates shall reserve, perform, discharge, and pay when due, all Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller includingand its Affiliates that are not Assumed Obligations including the following Liabilities (all Liabilities excluded pursuant to this Section 2.4, without limitation, the “Excluded Liabilities”): (a) any liabilities trade accounts payable or obligations related other accrued and unpaid current expenses to the Products which are outstanding or unpaid as extent not included in the calculation of the date hereof or connected Adjustment Amount in accordance with Appendix A; (b) any way with any retirement, medical, life, disability or other Employee Plan Liabilities of Seller or its Affiliates to the extent related to any Benefits Excluded Assets; (c) any Liabilities of Seller or its Affiliates in respect of Indebtedness; (the "Excluded Liabilities"); it being expressly understood d) without duplication of any right to recovery herein, and in no event including any Taxes that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities are allocated to Buyers pursuant to separate written agreements between Buyer and Seller. Without limiting Section 3.4(b), any Taxes imposed on or with respect to Labo or the foregoingownership of the Purchased Assets or the ownership or operation of the Business that are allocated to Seller pursuant to Section 3.4(b); (e) all employment, all liabilitieslabor, including any liabilities for compensation, pension, employee welfare, severance, WARN Act, wage withholding Taxes, arising from or employer payroll, social security and similar Taxes and employee benefits related Liabilities, commitments and claims relating to: (i) Seller's operationseach current or former employee of Seller or its Affiliates who does not become a Transferred Employee (or any dependent or beneficiary of any such employee) in respect of all periods, whenever arising whether before, at or incurredafter Closing, or Seller's ownership of the Products except as set forth in Schedule 7.13(i) and Acquired Assets through the Closing DateSchedule 7.13(k); and (ii) Seller's termination of except for the Assumed Employee Liabilities, all Liabilities at any Contracts which are not Transferred Contracts; (iii) time arising under, pursuant to or in connection with each Benefit Plan and any of Seller's employees hired other benefit or compensation plan, program, policy, contract, agreement or arrangement at any time maintained, sponsored, contributed or required to be contributed to by Buyer that accrues or arises as of or prior to the Closing Date, Seller or any of Seller's other agentsits Affiliates or with respect to which Seller or any of its Affiliates has any Liability; and (f) except as otherwise provided in this Agreement, consultants, independent contractors, employees any Liabilities of Seller or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses its Affiliates arising under or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with this Agreement, any certificate or other document delivered in connection herewith (including the transactions contemplated herebyAncillary Agreements), and any of the Transactions, including fees and expenses of counsel, accountants, consultants and other advisors to Seller or any Affiliate thereof; and (ivg) the Products Liabilities, obligations and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiescommitments listed on Schedule 2.4(g).

Excluded Liabilities. Except Notwithstanding any disclosures made to the Buyer or its agents in the conduct of their due diligence investigations of the Sellers, the Business and the Purchased Assets and further notwithstanding any matters disclosed on any Schedules hereto, the Buyer shall not assume any of the liabilities of any of the Sellers other than the Assumed Liabilities. The Buyer shall not be or become liable for any claims, demands, liabilities or obligations other than the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer is not assuming, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, Buyer shall purchase the Purchased Assets free and clear of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Sellerall Liens. Without limiting the foregoing, the Buyer shall not at the Closing assume or agree to perform, pay or discharge, and each of the Sellers shall remain unconditionally liable for, all liabilitiesobligations, including any liabilities for Taxesand commitments, arising from fixed or related to: contingent, known or unknown, accrued or unaccrued, direct or indirect, ▇▇▇▇▇▇ or inchoate, perfected or unperfected, liquidated or unliquidated, of such Seller other than the Assumed Liabilities (the “Excluded Liabilities”), including: (i) Seller's operationsLiabilities, whenever arising or incurred, or Seller's ownership obligations and expenses relating to the current and former employees of any of the Products Sellers or any such Seller’s employment thereof, including (A) severance, termination and Acquired Assets through other payments and benefits (including post-retirement benefits), whether owing under any severance policy, any union contract, any employment agreement or otherwise to any employees of any of the Closing DateSellers; (B) worker’s compensation claims; and (C) stock option or other stock-based award or any profit sharing, stock appreciation right or phantom equity award; (ii) Seller's termination Liabilities or obligations for any Taxes (i) imposed upon, or incurred by, any of the Sellers or any of their respective Affiliates at any time, (ii) imposed upon or incurred in connection with the operation of the Business during any period (or portion of any Contracts which are not Transferred Contracts; (iiiperiod) any of Seller's employees hired by Buyer that accrues ending on or arises as of or prior to before the Closing Date, or (iii) imposed on the Buyer as a transferee or successor of the Sellers; (iii) Liabilities or obligations of any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer the Sellers incurred in connection with violations of, or pursuant to, occupational safety, wage, welfare, employee benefit, and/or Environmental and Safety Requirements; (iv) Liabilities and obligations of any of the Sellers or any of their respective Affiliates with respect to any claims, grievances, lawsuits, arbitrations, administrative or other Proceedings arising out of an occurrence or condition prior to the Effective Time or attributable to the operation of the Business prior to the Effective Time; (v) Liabilities and obligations of any of the Sellers or any of their respective Affiliates under any Insurance Policies or Contracts that are not Assumed Contracts; (vi) Liabilities and obligations of any of the Sellers with respect to any customer or client advances and deposits or other deferred revenue items; (vii) Liabilities and obligations of any of the Sellers with respect to trade payables and accruals (including employee wages and benefits); (viii) Liabilities, obligations and expenses of any of the Sellers with respect to the transactions contemplated hereby; (iv) the Products , including Liabilities, obligations and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller expenses with respect to the Products entered into prior Selling Parties’ legal counsel, accountants, and any broker or finder; (ix) Liabilities of the Sellers for Indebtedness; (x) Liabilities and obligations of any of the Sellers or any of their respective Affiliates under or in connection with any Proceedings or Orders; (xi) Liabilities and obligations of any of the Sellers or any of their respective Affiliates under, pursuant to or in connection with, any Employee Benefit Plan, including any Liabilities and obligations for notices and continuation coverage required by COBRA; and (xii) Liabilities and obligations arising out of or related to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed LiabilitiesAssets.

Excluded Liabilities. Except for the Assumed Liabilities specifically set forth in Section 2.7 aboveLiabilities, the Buyer is not assuming any Liability of the Seller. Without limiting the generality of the foregoing, the Buyer is not assuming, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related toshall be solely responsible for: (i) Seller's operationsLiabilities to any employee, whenever arising independent contractor, consultant, agent or incurred, or Seller's ownership representative of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or Seller relating to services performed prior to the Closing Date, or any of Seller's other agentsincluding, consultantswithout limitation, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or Liabilities under any Employee Planemployment, whether consulting, severance pay, retirement, fringe benefit plan or not other arrangement or agreement of any such employees shall accept employment with Buyer in connection with the transactions contemplated herebykind; (ivii) Liabilities related to the Products and Transferred Lease occurring or arising prior to the Closing Date; or (viii) any implied or explicit warranty obligations of Seller with respect Liabilities related to the Products entered into Excluded Assets; (iv) Liabilities related to Transferred Contracts completed prior to or work performed prior to the Closing Date; (v) Liabilities for taxes or indebtedness of the Seller (but not including any taxes related to the Buyer’s post-Closing ownership, shall be control, use, or operation of the Purchased Assets, including but not limited to any post-Closing reassessment of or other increases in taxes affecting the Purchased Assets as a result of the consummation of the transactions contemplated by this Agreement); (vi) accounts payable, (vii) Liabilities of the Seller to Trifusion, LP or its partners pursuant to that certain Asset Purchase Agreement dated February 21, 2011 (the “Trifusion Agreement”), (viii) Liabilities related to the Transferred Customer Owned Inventory occurring or arising prior to the Closing Date (“Pre-Closing Customer Inventory Liabilities”), subject to the terms set forth in Section 11(a); or (ix) any other Liabilities related to the operation of the Business prior to Closing (clauses (i) through (ix), the “Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilities”).

Excluded Liabilities. Except for the Assumed Liabilities specifically set forth Liabilities, the Buyer shall not assume, and shall have no liability or obligation for any liabilities of any of the Sellers (collectively, the “Excluded Liabilities”), including liabilities or obligations of any of the Sellers arising out of or related to: (A) any other obligation required to be recorded on a balance sheet of the Sellers prepared in accordance with GAAP, (B) Taxes, (C) Indebtedness for borrowed money or deferred purchase price for property or services (including, without limitation, pursuant to any capital lease), (D) any amounts due to Affiliates or any intercompany or interbranch or interstore liabilities, (E) Excluded Assets, (F) any trade accounts payable of the Sellers, whether related to the Business or otherwise, including but not limited to co-op advertising commitments and claims, liabilities or obligations for sales returns, allowances and chargebacks, all with respect to periods prior to the Closing Date, (G) any accrued liabilities (including employee benefits, employee payroll taxes, vacation and sick leave payable, holiday pay, etc.), whether related to the Business or otherwise, including the remaining payments under the settlement with Farmatek IC VE DIS TIC, LTD, STJ entered into in June 2009, (H) any present or former employees of the Company (including, without limitation, any Plan (as defined in Section 2.7 above5.18 below) (I) any contract or arrangement with any Affiliates, Buyer is not assuming(J) any default or breach of contract, and the Assumed Liabilities expressly excludebreach of warranty, any debttort, liabilityinfringement, duty violation of law or obligationenvironmental matter (in each case, whether known or unknown, fixed whether asserted or unasserted, whether absolute or contingent, of Seller including, without limitation, any liabilities whether accrued or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or prior to the Closing Date, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Planunaccrued, whether liquidated or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; unliquidated, and whether due or to become due) and (ivK) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller existing litigation ongoing in California with respect to a purported violation of Proposition 65 regarding multivitamin products (it being understood that Sellers may not settle or resolve such litigation in any manner that involves any future compliance commitments, changes to labeling or change in marketing or labeling without first obtaining the Products entered into prior to the Closing Dateconsent of Buyer, shall which will not be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiesunreasonably withheld).

Excluded Liabilities. Except for Notwithstanding the provisions of Section 2.3 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer is not assuming(the “Excluded Liabilities”). Seller 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 Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (b) any Liability for (i) Taxes of Seller (or any stockholder or Affiliate of Seller) or relating to the Business, the Purchased Assets or the Assumed Liabilities expressly exclude, for any debt, liability, duty Pre-Closing Tax Period; (ii) Taxes that arise out of the consummation of the transactions contemplated hereby or obligation, whether known or unknown, fixed or contingent, that are the responsibility of Seller pursuant to Section 6.14; 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); (c) any Liabilities relating to or arising out of the 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 to the extent such Action relates to such operation on or prior to the Closing Date; (e) any product Liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Seller, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Seller prior to Closing; (f) any recall, design defect or similar claims of any products manufactured or sold or any service performed by Seller prior to Closing; (g) any Liabilities of Seller arising under or in connection with any Benefit Plan providing benefits to any present or former employee of Seller; (h) any Liabilities of Seller for any present or former employees, officers, directors, retirees, independent contractors or consultants of Seller, including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way Liabilities associated with any retirement, medical, life, disability claims for wages or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: payments; (i) Seller's operations, whenever arising or incurredany Environmental Claims, or Seller's ownership Liabilities under Environmental Laws, to the extent arising out of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of relating to facts, circumstances or conditions existing on or prior to the Closing Dateor otherwise to the extent arising out of any actions or omissions of Seller; (j) any trade accounts payable of Seller (i) to the extent not accounted for on the Interim Balance Sheet and is not included in the working capital adjustment; (ii) which constitute intercompany payables owing to Affiliates of Seller; (iii) which constitute debt, loans or credit facilities to financial institutions; or (iv) which did not arise in the ordinary course of 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 issued by the Business’ customers to Seller on or before the Closing; (ii) 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 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; (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 Seller's other agentsor relate to a breach by Seller of such Contracts prior to Closing; (n) any Liabilities associated with debt, consultants, independent contractors, employees loans or former employees, whenever arisingcredit facilities of Seller and/or the Business owing to financial institutions; and (o) any Liabilities arising out of, in each case including workers' compensation, severance, salary, bonuses respect of or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior failure by Seller or any of its Affiliates to the Closing Date; comply with any Law or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed LiabilitiesGovernmental Order.

Excluded Liabilities. Except as otherwise provided for the Assumed Liabilities specifically set forth in Section 2.7 abovethis Agreement, Buyer is not assumingassuming and Sellers shall remain bound by and liable for and pay, perform or otherwise satisfy: (a) all obligations and liabilities of Sellers or any of their Affiliates for Taxes to the extent provided in Article VI; (b) all obligations and liabilities of Sellers or any of its subsidiaries (other than the International Subsidiaries) for borrowed money or in respect of any other long-term indebtedness, including indebtedness under any bank lines of credit or bank credit agreements except those obligations and liabilities relating exclusively to the Domestic Business to the extent they are set forth on the Balance Sheet; (c) all obligations and liabilities of Sellers which are expressly retained by them pursuant to this Agreement and the Assumed Liabilities expressly exclude, Ancillary Agreements; (d) all obligations and liabilities of Sellers under the Excluded Contracts; (e) any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or severance costs and obligations related to the Products which are outstanding or unpaid as United States-based employees of the date hereof or connected in any way with any retirement, medical, life, disability or Weider Branded Business other Employee Plan of Seller or any Benefits Liabilities of Seller than the Weider Employees; (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant f) all liabilities related to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, accounts receivable arising from or related to: prior to seventy-five (i75) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or days prior to the Closing Effective Date; (g) Product Liabilities relating to the marketing, advertising, sale, distribution or any use of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arisinga Product and/or the operation of the Weider Branded Business, in each case including workers' compensationcase, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior to the Closing Effective Date; or and (vh) any implied and all claims, liabilities and obligations relating to or explicit warranty obligations of Seller with respect arising from the Excluded Assets. The foregoing liabilities not being assumed by Buyer are referred to hereinafter collectively as the Products entered into prior to the Closing Date, shall be “Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilities.”

Excluded Liabilities. Except for Notwithstanding anything in this Agreement to the Assumed contrary, at or prior to the Closing, Seller shall assume and agree to pay and satisfy as and when due, and indemnify and hold harmless Purchaser, the Company and its Subsidiaries from and against, all of the following Liabilities specifically and Costs (collectively, the “Excluded Liabilities”): (a) All Liabilities and Costs arising from or under, or relating to, any Plan (other than a Company Plan) and the TECO Coal Medical Plan (but only in the event Seller exercises its option and transfers the TECO Coal Medical Plan pursuant to Section 5.2(i)), other than the Costs to be funded by Purchaser as set forth in Section 2.7 above5.2(i), Buyer is not assumingincluding any past, and present or future Liabilities of the Assumed Liabilities expressly excludeCompany or its Subsidiaries arising out of any Law or Contract for any loss, any debtdamages, liability, duty assessment, withdrawal liability assessment, unpaid minimum funding contributions, taxes, interest, penalties, judgments, employee benefit claims, or obligationPBGC liability assessments relating to a Plan (other than a Company Plan); (b) All Liabilities and Costs for post-employment benefits that have not been terminated or cannot be terminated without material cost, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as including retiree health care benefits; (c) All Liabilities and Costs for Taxes of the date hereof Company and its Subsidiaries for all taxable periods and portions thereof ending on or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through before the Closing Date; , except to the extent included as a Current Liability in the calculation of Final Net Working Capital; (iid) Seller's termination All Liabilities and Costs of the Company and its Subsidiaries arising under or from the Retention and Contingent Separation Agreements or any other Plans, Contracts, policies, practices or programs in existence prior to the Closing relating to payment or other benefits for retention or severance of any Contracts current or former employees who perform or at any time performed services for the Business, and dependents or heirs of any such employees or any other Person who asserts a claim derived from any such employees or other Persons; (e) All Liabilities and Costs of the Company and its Subsidiaries arising under the Coal Act which are not Transferred Contracts; relate to any periods prior to the Closing; (iiif) any All Liabilities and Costs arising or resulting from employees or former employees of Seller's employees hired by Buyer the Company and its Subsidiaries that accrues or arises as of or are, prior to the Closing Date, on short-term or long-term disability or on a permitted leave of absence (other than workers’ compensation leave), unless and until such employees return to work for the Company or any of Seller's other agentsits Subsidiaries; (g) All Liabilities and Costs arising or resulting from any collective bargaining agreement, consultantsunion agreement, independent contractorsagreement with organized labor or similar agreement, employees or former employees, whenever arisingif any, in each case including workers' compensation, severance, salary, bonuses or under existence at any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior to time before the Closing Date; , including any such Liabilities arising from or relating to any penalties, funding obligations, benefit obligations or other matters; (h) All Liabilities and Costs arising or resulting from any Indebtedness of (i) the Company or any of its Subsidiaries, or (vii) any implied other Person guaranteed or explicit warranty obligations secured by the Company or any of Seller with respect to the Products entered into its Subsidiaries or any of their respective assets outstanding immediately prior to the Closing Date, it being understood that this Section 2.5(h) shall in no manner limit the obligations (or require Seller to indemnify Purchaser thereto) of Purchaser under Section 5.9(b); (i) All Liabilities and Costs of the Company and its Subsidiaries under the WARN Act arising from the failure of the Company or its Subsidiaries to give a timely WARN Act notice to any employee of the Company or its Subsidiaries terminated or laid off prior to the Closing Date; (j) All Liabilities and Costs arising or resulting from the termination of employees pursuant to Section 5.2(b) of the Agreement, including but not limited to accrued vacation pay, unused personal and sick days, wrongful termination claims, discrimination claims, severance pay and severance benefits; and (k) All Liabilities and Costs arising under COBRA for qualifying events which occur prior to Closing with respect to employees or former employees of the Company and its Subsidiaries, and their dependents, who are not employed by the Company, its Subsidiaries, Purchaser or any of its Affiliates after the Closing. (l) All Liabilities and Costs related to the calculation of overtime and the inclusion of bonuses in determining the effective hourly rate. (m) All Liabilities and Costs relating to, arising from or in connection with the Lease dated June 1, 2010 among the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇▇▇ Land Company, including any Liabilities and Costs associated with actions, claims or demands made by the lessors thereunder in connection with lost or bypassed coal or unpaid royalties; provided Seller shall be Excluded Liabilities entitled to retain all existing books, records or other evidence related to such Lease and any actions, claims or demands thereunder (and the Company shall remain be entitled to retain a copy of such books and records) and provided further, that the responsibility Company shall provide Seller with any new books, records or other evidence received after the Closing promptly after receipt thereof related to such Lease and any actions, claims or demands thereunder (and the Company shall be entitled to retain a copy of Sellersuch books and records). For purposes of Section 2.5(c) and Section 5.11, except in the case of any taxable period that begins before the Closing Date and includes (but does not end on) the Closing Date, Taxes of the Company and its Subsidiaries including, Taxes that are either based upon or measured by reference to income, receipts, severance, profits, capital or net worth, sales and use or similar taxes, shall be apportioned to the portion of the taxable period ending on the Closing Date based on an interim closing of the books as otherwise specifically included within of the Assumed Liabilitiesend of the day on the Closing Date. In the case of Taxes that must under applicable law be calculated on an annual or periodic basis with respect to the Company and its Subsidiaries other than those described in the preceding sentence, such Taxes shall be apportioned on a pro rata basis based upon a comparison of the number of days in such taxable period up to and including the Closing Date to the total number of days in such taxable period.

Excluded Liabilities. Except for Buyer shall not assume and shall not be responsible to pay, perform or discharge, nor shall the Purchased Assets or Buyer be subject to, any Liabilities or obligations of Sellers other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), which Excluded Liabilities shall remain the responsibility and obligation of the Sellers or one or more of their Affiliates (other than the Acquired Subsidiaries) to pay, perform and discharge when due after Closing. For the avoidance of doubt, Excluded Liabilities include: (a) all Liabilities or obligations arising out of or relating to the ownership or operation of the Business, the Acquired Subsidiaries and the Purchased Assets by the Lawn and Garden Parties prior to the Closing Date except to the extent such Liabilities are Assumed Liabilities pursuant to Section 2.03; (b) any Liabilities or obligations relating to or arising out of the Excluded Assets; (c) any Liabilities or obligations for Taxes Related to the Business, the Purchased Assets or the Assumed Liabilities, in each case for any Pre-Closing Tax Period (including, for the avoidance of doubt, any such sales or use Tax) (other than Taxes allocated to Buyer under Section 6.11); (d) except as specifically set forth provided in Section 2.7 above6.04, Buyer is not assumingany Liabilities or obligations of Sellers relating to or arising out of (i) the employment, or termination of employment, of any current or former employee prior to the Closing (including, for the avoidance of doubt, any such severance obligations), (ii) any Benefit Plan, (iii) any Transaction Expense, or (iv) workers’ compensation claims of any Employee which relate to events occurring prior to the Closing Date; (e) any Liabilities or obligations of Sellers arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the Assumed Liabilities expressly excludetransactions contemplated hereby and thereby, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as fees and expenses of the date hereof or connected in any way with any retirementcounsel, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or prior to the Closing Date, or any of Seller's other agentsaccountants, consultants, independent contractorsadvisers and others; (f) any Liabilities and obligations of Sellers set forth on Section 2.04(f) of the Disclosure Schedules; and (g) any Liability, employees Loss or former employeesother cost or expense necessary to repair, whenever arising, in restore or modify each case including workers' compensation, severance, salary, bonuses item set forth on Exhibit K to permit the vacation or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with surrender of the transactions contemplated hereby; (iv) the Products and arising prior applicable Leased Real Property to the Closing Date; applicable landlord in the state or (v) any implied or explicit warranty obligations of Seller condition required by the Lease with respect to those items (it being acknowledged by Sellers that the Products entered into prior applicable Lease requires the repair, restoration or modification of each item set forth on Exhibit K) as in effect on the date hereof, as supplemented or modified by any Assignment and Assumption of Lease related to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiessuch Leased Real Property.

Excluded Liabilities. Except for the Assumed Liabilities specifically as set forth in Section 2.7 above2.4(a), Buyer is the Purchaser will not assumingassume or have any responsibility or obligation to in any way pay for any liabilities, and debts or obligations of the Seller or its Affiliates (whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise) not included within the definition of Assumed Liabilities expressly exclude(the “Excluded Liabilities”). Unless otherwise agreed to in writing by the Parties, the Excluded Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by the Seller or its Affiliates. For the avoidance of doubt, the Excluded Liabilities shall include: (a) subject to Section 2.4(a)(iii), any debtliabilities or obligations of the Seller or any of its Affiliates arising out of or relating to the Business or the Assets prior to the Effective Time; (i) any liability or obligation for the unpaid Taxes of the Seller and its Affiliates, liabilityincluding deferred income Taxes, duty with respect to any period (except for property or obligationsimilar ad valorem Taxes described in Section 2.4(a)(ii)(B)(2)) or (ii) any Taxes with respect to the Business or the Assets arising out of or relating to any taxable period or portion of a period ending on or prior to the Effective Time; (c) any liability or obligation relating to any Indebtedness of the Seller and its Affiliates; (d) any liability or obligation relating to (i) claims made in pending or future suits, actions, investigations, or other legal, governmental or administrative proceedings, including but not limited to the suits, actions, investigations, or other legal, governmental or administrative proceedings set forth on Schedule 4.9 and Schedule 4.14(g) of the Seller Disclosure Schedules, whether known or unknown, fixed express or contingentimplied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise of the Seller includingDisclosure Schedules, without limitationor (ii) claims based on violations of Law, breach of contract, employment practices, or environmental, health and safety matters or any liabilities other actual or obligations related alleged failure of the Seller or its Affiliates to perform any obligation, in each case to the Products which are outstanding extent such liability or unpaid as obligation arises out of or relates to the conduct of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of its Affiliates prior to the Effective Time or the operation of the Business and the Assets prior to the Effective Time; (e) any liability or obligation relating to the matters set forth on Schedules 4.9 and 4.14(g) of the Seller Disclosure Schedules; (f) any liability or obligation arising out of or relating to any Excluded Asset; (g) any liability or obligation to the extent relating to, resulting from or arising out of any former operations of the Seller or any of its Affiliates or predecessor entities thereof that have been discontinued or disposed of prior to the Effective Time; (h) any liability or obligation relating to or under any Employment Agreement, Seller Benefit Plan, or ERISA Affiliate Plan with respect to the Seller (whether or not such liability or obligation arises prior to, on, or following the "Excluded Liabilities"Effective Time); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: ; (i) Seller's operationsexcept as otherwise agreed pursuant to Section 2.4(a)(iv) or Section 6.10, whenever arising any liability or incurred, or Seller's ownership obligation related to (i) any employees of the Products and Acquired Assets through the Closing Date; Seller or its Affiliates who are not Transferred Employees or (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues employee benefits or arises as of compensation arrangements existing on or prior to the Closing Date, Effective Time; (j) any liability or obligation arising out of or relating to any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under non-compliance by the Seller with any Employee Plan, whether or not any such employees shall accept employment with Buyer applicable bulk sales law in connection with the Business; (k) any liability or obligation of the Seller arising out of or relating to any Affiliate Receivable or any Affiliate Payable; (l) except as otherwise agreed in the Seller Ancillary Documents or the Purchaser Ancillary Documents, any liability or obligation relating to, resulting from or arising out of any Seller owned or leased real property or any Environmental Law; (m) any liability or obligation of the Seller or its Affiliates under this Agreement and the transactions contemplated hereby; ; (ivn) any liability or obligation of the Products and arising prior Seller or its Affiliates to the Closing Date; extent arising out of or relating to any fees or expenses of counsel, accountants, brokers, financial advisors or other experts engaged by the Seller or its Affiliates in connection with this Agreement or the transactions contemplated hereby; (vo) any implied liability or explicit warranty obligations obligation of the Seller with respect or its Affiliates arising out of or relating to the Products entered into prior matter set forth on Schedule 4.22(b) of the Seller Disclosure Schedules; and (p) any liability or obligation related to health insurance for the Closing DateTransferred Employees through April 30, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilities2013.

Excluded Liabilities. Except for Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer is not assuming(the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, timely pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the Assumed generality of the foregoing, the Excluded Liabilities expressly excludeshall include, but not be limited to, the following: (a) any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (b) any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities Liability for (i) Taxes of Seller (or any stockholder or Affiliate of Seller) or relating to the "Excluded Liabilities"); it being expressly understood that Seller Business, the foregoing does not preclude Buyer from assuming responsibility Purchased Assets or the Assumed Liabilities for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Pre-Closing DateTax Period; (ii) Seller's termination Taxes that arise out of any Contracts which the consummation of the transactions contemplated hereby or that are not Transferred Contractsthe responsibility of Seller pursuant to Section 6.17; or (iii) other Taxes of Seller (or any stockholder or Affiliate of Seller's employees hired ) 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 Buyer that accrues operation of contract or arises as Law); (c) any Liabilities relating to or arising out of the 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 Seller Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date, including, but not limited to, the Tampa Litigation; (e) any Liabilities of Seller arising under or in connection with any Seller Benefit Plan providing benefits to any present or former employee of Seller's other agents, consultants, independent contractors, employees ; (f) any Liabilities of Seller for any present or former employees, whenever arisingofficers, in each case including 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, salaryretention, bonuses termination or other payments; (g) any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any Employee Planactions or omissions of Seller; (h) any Liabilities associated with debt, whether loans or not credit facilities of Seller and/or the Seller Business owing to financial institutions; and (i) any such employees shall accept employment with Buyer Liabilities arising out of, in respect of or in connection with the transactions contemplated hereby; (iv) the Products and arising prior failure by Seller or any of its Affiliates to the Closing Date; comply with any Law or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed LiabilitiesGovernmental Order.

Excluded Liabilities. Except for the Assumed Liabilities specifically as expressly set forth in Section 2.7 2.3 above, Buyer Compuware is not assumingassuming or agreeing to pay or perform any Liabilities or contracts of Sellers, and the Assumed all Liabilities and contracts of Sellers not expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related set forth in Section 2.3 above as being assumed by Compuware are referred to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. ." Without limiting the foregoinggenerality of the foregoing and except as expressly set forth in Section 2.3 above, all liabilities, including any liabilities the following are part of and constitute Excluded Liabilities: (a) Any Liability of Sellers for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or prior to the Closing Date, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not reflected or reserved for in the Financial Statements of DevStream; (b) all brokerage commissions, finder's fees or similar fees or commissions, any such employees shall accept employment with Buyer accounting, legal and other professional fees, payable to any broker, finder, agent, financial advisor accounts, attorneys, or other representatives, acting or having acted on behalf of or employed by either Sellers, Spouse, or Cross in connection with this Agreement or any of the transactions contemplated hereby; ; (ivc) the Products and arising prior to Any Liability of DevStream at the Closing DateDate relating to severance pay of any employees; and (d) Any Liability arising from, including any Liability to any current or (v) any implied or explicit warranty obligations past employees of Seller DevStream with respect thereto or relating to any employee pension benefit plan. All of the Products entered into prior to the Closing Date, shall be Excluded Liabilities will be the sole responsibility and shall remain obligation of DevStream or Key Employee, as appropriate. DevStream or Key Employee, as appropriate, will pay, perform and discharge all of the responsibility of Seller, except as otherwise specifically included within the Assumed LiabilitiesExcluded Liabilities when due in accordance with their respective terms and conditions.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilities specifically set forth contrary in Section 2.7 above1.4, Buyer is the Company shall not assumingretain or remain responsible for any of the Company’s duties, obligations or liabilities that are not expressly retained by Purchaser pursuant to the terms of this Agreement, and Shareholder shall fully assume and become fully and solely responsible for all Excluded Liabilities. The Excluded Liabilities shall include (the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, “Excluded Liabilities”): (a) any liabilities or obligations related of the Company incurred prior to the Products Effective Time which are outstanding or unpaid as not otherwise specifically included in the Retained Obligations; (b) all liabilities of the date hereof Company arising out of or relating to any act, omission, event or occurrence connected in any way with any retirementthe use, medical, life, disability ownership or other Employee Plan of Seller operation by the Company or any Benefits Liabilities of Seller its assets prior to the Effective Time, other than as specifically included in the Retained Obligations; (c) all obligations and liabilities of the "Excluded Liabilities"); it being expressly understood that Company to the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilitiesCompany’s employees, including any salary, wages, benefits, accrued unpaid vacation and sick pay, except to the extent retained in Section 1.4(d); (d) all liabilities of the Company in connection with claims of professional malpractice to the extent arising out of or relating to acts, omissions, events or occurrences prior to the Effective Time; (e) all liabilities of the Company for Taxesmatching contributions for eligible beneficiaries’ 401(k) plans, arising from or related to: Section 125 plans and other Plans and all administrative costs associated with such welfare benefit plans other than as specifically included in the Retained Obligations; (f) all liabilities of the Company for Taxes attributable to (i) Seller's operations, whenever arising any Tax period (or incurred, portion thereof) ending on or Seller's ownership of before the Products Effective Time and Acquired Assets through the Closing Date; (ii) Seller's termination the sale of any Contracts which are not Transferred Contracts; the Shares pursuant to this Agreement; (iiig) any all liabilities of Seller's employees hired by Buyer that accrues or arises as of or the Company relating to Cost Reports with respect to periods ending prior to the Closing DateEffective Time and all liabilities of the Company with respect to refund, recoupment, set-off and other liabilities arising out of the ▇▇▇▇▇▇▇▇ to third party payors, including Medicare and Medicaid, for services rendered to patients of the Facility prior to the Effective Time; (h) all liabilities of the Company for violations of any law, regulation or rule to the extent arising from acts or omissions prior to the Effective Time, including those pertaining to Medicare and Medicaid fraud or abuse; (i) all liabilities of the Company under the Excluded Contracts; (j) all liabilities of the Company for commissions or fees owed to any of Seller's other agents, consultants, independent contractors, employees finder or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer broker in connection with the transactions contemplated herebyhereunder; and (ivk) the Products and arising prior to the Closing Date; all other liabilities or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to Company and/or the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed LiabilitiesFacility which are not Retained Obligations.

Excluded Liabilities. Except for the Assumed Liabilities specifically set forth in Section 2.7 aboveLiabilities, Buyer it is expressly understood and agreed that ▇▇▇▇▇ will not assumingassume, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitationwill not be liable for, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller Parties or any Benefits Liabilities the Business as set forth below in the definition of Seller (the "“Excluded Liabilities"); it being expressly understood that ”, and, as between Buyer on the foregoing does not preclude Buyer from assuming one hand, and the Seller Parties, on the other hand, the Seller Parties will retain responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer all Excluded Liabilities. For purposes herein, “Excluded Liabilities” means (i) any and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, and obligations arising from or related to: (i) Seller's operations, whenever arising relating to the Business or incurred, or Seller's ownership of the Products and Acquired Assets through prior to the Closing Date; (ii) Seller's termination the obligations of any the Seller Parties under the Assumed Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or to the extent arising and accruing prior to the Closing Date, Date and relating to a breach or any of Seller's other agents, consultants, independent contractors, employees default by Seller or former employees, whenever arisinga failure to perform timely, in each case including workers' compensationcase, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior to the Closing Date; or (viii) any implied or explicit warranty the obligations of the Seller Parties with respect to the Products entered into Assigned Intellectual Property to the extent arising and accruing prior to the Closing Date; (iv) any and all liabilities and obligations for Taxes, shall be including relating to (A) any liability or obligation for the unpaid Taxes of Seller Parties with respect to any period, or (B) any Taxes arising out of or relating to the operation of Seller Parties or the Business or the ownership of the Assets prior to the Closing Date; (v) any Retained Indebtedness; (vi) any and all liabilities or obligations pertaining to any Excluded Liabilities Assets; and shall remain the responsibility of Seller, except as otherwise any and all other liabilities or obligations not specifically included within in the Assumed LiabilitiesLiabilities as defined in Section 2.04.

Excluded Liabilities. Except Notwithstanding anything to the contrary contained in this Agreement (except for the Assumed Liabilities specifically set forth sentence immediately following) or in Section 2.7 aboveany Transaction Document, Buyer is the New LLC will not assumingassume, agree to pay, perform and discharge or in any way be responsible for any debts, liabilities or obligations of the Assumed Liabilities expressly excludeBusiness, Seller, any debtMember or any of their respective Affiliates of any kind or nature whatsoever, liabilityarising out of, duty relating to, resulting from, or obligationcaused by any transaction, whether known status, event, condition, occurrence or unknownsituation relating to, fixed arising out of or contingentin connection with the Business, of the Assets, Seller or any Member existing, arising or occurring on or prior to the Closing Date, including, without limitation, any liabilities or obligations related relating to or arising from the Excluded Assets (the “Excluded Liabilities”). Notwithstanding the foregoing, Seller will contribute into New LLC, and New LLC will assume and thereafter pay and fully satisfy when due, all liabilities and obligations: (a) which arose prior to the Products New LLC Asset Transfer and represent normal and current trade payables incurred by Seller in connection with the operation of the Business in the ordinary course of business, consistent with past custom and practice (to the extent not delinquent), including without limitation those set forth on Schedule 1.4(a) (which are outstanding or unpaid Schedule will be updated by Seller as of the date hereof or connected in any way with any retirement, medical, life, disability or Closing Date) (“Accounts Payable”); (b) the other Employee Plan accrued liabilities of Seller or any Benefits Liabilities which have been incurred in the ordinary course of business, consistent with past custom and practice, and which are specifically set forth on Schedule 1.4(b) (which Schedule will be updated by Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership as of the Products and Acquired Assets through the Closing Date) (“Accrued Liabilities”); and (iic) Seller's termination of arising after the New LLC Asset Transfer under any Contracts which are not Transferred Contracts; Assumed Contract (iii) except for any liability or obligation arising from any breach or failure to perform under any of Seller's employees hired by Buyer that accrues or arises as of or the foregoing prior to the Closing Date) (all such liabilities and obligations to be so contributed into, or any of Seller's other agentsand assumed by, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) New LLC being collectively referred to herein as the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the “New LLC Assumed Liabilities”).

Excluded Liabilities. Except Notwithstanding any other provision of this Agreement or any other writing to the contrary, and regardless of any information disclosed to the Purchaser, the Purchaser does not assume and has no responsibility for any Liabilities of the Seller or any of its Affiliates (whether or not related to the Business) other than the Assumed Liabilities specifically set forth listed in Section 2.7 aboveClause 2.3 (such unassumed Liabilities, Buyer is not assuming, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "“Excluded Liabilities"”); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoingpreceding sentence, the following is a non-exclusive list of Excluded Liabilities that the Purchaser does not assume and that the Seller and its Affiliates shall remain bound by and liable for, and shall pay, discharge or perform when due: 2.4.1 all liabilitiesLiabilities arising out of or relating to any Excluded Asset; 2.4.2 all Liabilities under any Contract not assumed by the Purchaser under Clause 2.1.6, including any liabilities Liability arising out of or relating to the Seller’s or its Affiliates’ credit facilities, the Indebtedness Contracts or any security interest related thereto; 2.4.3 except for TaxesLiabilities arising from warranties provided by the Purchaser or arising as a result of any mishandling of product of the Business after such product has been accepted for delivery by the Purchaser, all Liabilities arising from product liability, warranty or similar claims by any Person in connection with any finished product of the Business manufactured on or prior to the Closing; CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. 2.4.4 all Liabilities arising out of or relating to Indebtedness incurred by the Seller or its Affiliates; 2.4.5 except as provided in Clause 8.1.1 and except for any apportionment provided for in this Agreement, all Liabilities for Taxes arising as a result of the operation of the Business or ownership of the Transferred Assets of the Business on or prior to the Closing, including any Taxes that arise as a result of the sale of the Transferred Assets of the Business pursuant to this Agreement and any deferred Taxes of any nature; 2.4.6 all Liabilities arising from or related under any Environmental Law or Occupational Safety and Health Law based upon the operation of, relating to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership arising out of acts, omissions or events occurring in connection with, the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of Business on or prior to the Closing Dateor the Seller’s or its Affiliates’ leasing, ownership, occupation or operation of any Real Property; 2.4.7 all Liabilities arising under claims by or with respect to employees of the Seller or its Affiliates (whether current employees or related to the former employment by the Seller or its Affiliates) relating in any way to wages, salaries, remuneration, compensation, allowances, bonuses, ex-gratia payments, reimbursements, service benefits, benefits (including workers’ compensation and unemployment benefits) and all other entitlements and all Tax deductions and other contributions relating to the foregoing, termination or continuation of its employment, or lack or delay of any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arisingnotice relating to its employment, in each case including workers' compensationall cases relating to the period on or prior to the Closing, except to the extent of any Transferred Employment Liabilities which are being deducted from the Cash Consideration under Clause 3.1 hereof; 2.4.8 all Liabilities arising under any claim by or with respect to any employees of the Seller or its Affiliates for any severance, salaryredundancy, bonuses retrenchment or under similar termination payments or benefits (including payments for or in respect to the resignation of a Business Employee on or prior to the Closing) that may become payable to any Employee Plan, whether employees of the Seller or not any such employees shall accept employment with Buyer its Affiliates in connection with the transactions contemplated hereby; (iv) by this Agreement and the Products and arising Ancillary Agreements, in all cases relating to the period on or prior to the Closing Date; Closing; 2.4.9 all Liabilities arising under or in connection with the Employee Plans (v) including the Business Employee Plans), or any implied termination, continuation, amendment or explicit warranty other acts or omissions in connection with the Employee Plans (including the Business Employee Plans), in all cases relating to the period on or prior to the Closing, except to the extent of any Transferred Employment Liabilities which are being deducted from the Cash Consideration under Clause 3.1 hereof; 2.4.10 all Liabilities arising under claims by or with respect to any officer, director, employee or agent of the Seller and its Affiliates for indemnification, reimbursement or advancement of amounts during their term of office, directorship, employment or agency with the Seller or its Affiliates, except to the extent of any Transferred Employment Liabilities which are being deducted from the Cash Consideration under Clause 3.1 hereof; 2.4.11 all Liabilities arising from any failure to comply with any fraudulent transfer Law in connection with this Agreement or any Ancillary Agreement (whether compliance would CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. have been required by the Seller, the Purchaser or some or all of them, by applicable Law); 2.4.12 all Liabilities relating to any negotiations, agreements or other transactions, if any, by the Seller and its Affiliates with any third party that relate to the acquisition of the Seller and its Affiliates or any of its respective assets or businesses or any termination of related negotiations or arrangements; 2.4.13 all professional, financial advisory, broker, finder or other fees of any kind incurred by the Seller and its Affiliates; 2.4.14 other than any Liability assumed by the Purchaser pursuant to Clause 2.3.6, all Liabilities of the Seller and its Affiliates arising out of or incurred in connection with this Agreement, any Ancillary Agreements, the transactions contemplated hereby or thereby, or any other document executed in connection with the transactions contemplated hereby or thereby, including disclosures to or negotiations with creditors or shareholders by Seller and its Affiliates, solicitations of proxies or written Consents from any Persons, or other legal obligations of the Seller and its Affiliates; 2.4.15 all Liabilities of the Seller and its Affiliates arising out of acts, omissions or events, or relating to, or occurring in connection with, the Other Businesses; 2.4.16 all Liabilities of the Seller and its Affiliates with respect to the Products entered into corporate services or activities of the Seller and its Affiliates used by or made available to the Business; and 2.4.17 all other Liabilities arising out of acts, omissions or events, or relating to, or occurring in connection with, the operation of the Business or the Transferred Assets of the Business or otherwise on or prior to the Closing Date, shall be Excluded Liabilities and shall remain completion of the responsibility of SellerClosing, except as otherwise specifically included within the Assumed Liabilitiesexpressly provided for under Clause 2.3 hereof.

Excluded Liabilities. Except for The Seller is retaining (and thereafter shall pay, perform, discharge when due, and otherwise satisfy in accordance with their respective terms) all Liabilities that relate to, arise out of or are attributable to the ownership or the operation of the Business and/or the Systems prior to the Closing, other than the Assumed Liabilities specifically (collectively, the “Excluded Liabilities”). Notwithstanding anything to the contrary set forth in Section 2.7 aboveherein, Buyer is not assumingthe Excluded Liabilities shall include all Liabilities arising from, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to or that are attributable to: (a) any Excluded Assets; (b) Retained Tax Liabilities; (c) accounts payable relating to the Products which Business or the Purchased Assets, but in all cases, only to the extent such payables arise out of, or are outstanding attributable or unpaid allocable to, products or services provided prior to the Closing and, for the avoidance of doubt, including accounts payable as of the date hereof Closing Date in connection with capital expenditures, capital expenditures work in process or connected construction in process, and capital improvements (the “Pre-Closing Payables”); and (d) any independent contractor who is or was employed by, provides or provided services to either the Seller or any of its Affiliates, including wages, salaries, bonuses federal withholding and social security taxes, worker’s compensation, unemployment compensation, employee benefit plans, termination costs, accrued vacation, paid time off or other compensation or benefits, in each case arising from, related to or that are attributable to in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of events occurring on or prior to the Closing Date, and in accordance with applicable Law or any the terms and conditions of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiesitem.

Excluded Liabilities. Except for Buyer shall not assume and shall not be responsible to pay, perform, or discharge any Liabilities of Sellers or any of their respective Affiliates of any kind or nature whatsoever other than the Assumed Liabilities specifically (all Liabilities which are not Assumed Liabilities are the “Excluded Liabilities”). Seller shall pay and satisfy in due course all Excluded Liabilities (subject to the Baskets and Caps referenced in the following sentence) 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; provided, however, that, with respect to any demand for indemnification made by Buyer pursuant to Article VIII, the below subsections (b), (d) through (f), (k) and (l) shall be subject to the applicable Baskets and Caps set forth within Section 8.04 herein: (a) any Liabilities of Sellers arising or incurred in Section 2.7 aboveconnection with the negotiation, Buyer is not assumingpreparation, investigation and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers, and others and all other Transaction Expenses; (b) any Liability for (i) Taxes of Sellers (or any stockholder, member, or owner of a Seller) or relating to the Business Operations, the Purchased Assets or the Assumed Liabilities expressly excludefor any Pre-Closing Tax Period; (ii) Taxes of any Seller (or any stockholder, member, or owner of a Seller) that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Sellers pursuant to Section 6.11; (iii) unpaid payroll Taxes of any debtInternal Employee; or (iv) other Taxes of Sellers for any Pre-Closing Tax Period (or any stockholder, liabilitymember, duty or obligationowner of a Seller) of any kind or description 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 Excluded Assets; (d) any Liabilities in respect of any pending, whether known threatened, or unknownnot-yet-threatened Action arising out of, fixed relating to or contingentotherwise in respect of the Purchased Assets or the operation of the Business to the extent such Action relates to the operation of the Purchased Assets or Business on or prior to the Effective Time including, without limitation, Actions related to, arising out of, or otherwise in respect of any actual or alleged violation of any Laws by any Seller or any of Sellers’ agents or employees; (e) any Liabilities of Sellers arising under or in connection with any Benefit Plan providing benefits to any present or former employee of Seller; (f) any Liabilities of Sellers for any present or former employees, officers, directors, retirees, independent contractors, or consultants of Sellers, including, without limitation, any liabilities Liabilities associated with any claims for wages or obligations related other benefits, bonuses, “golden parachutes,” phantom equity, accrued vacation, workers’ compensation, severance, retention, termination, or other payments arising and/or accruing prior to the Products which are outstanding or unpaid as of the date hereof or connected in Effective Time; (g) any way with any retirement, medical, life, disability trade accounts payable or other Employee Plan accrued liabilities of any Seller arising prior to the Effective Time; (h) any Liabilities to indemnify, reimburse, or advance amounts to any Benefits Liabilities present or former officer, director, employee, or agent of any Seller (including with respect to any breach of fiduciary obligations by same) to the "Excluded Liabilities"); it being expressly understood that extent arising prior to the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: Effective Time; (i) Seller's operationsany Liabilities under the Excluded Contracts; (j) any Liabilities associated with, whenever arising or incurredrelated to, or Seller's ownership constituting any debt, loans, or credit facilities of the Products Business prior to Closing or of Seller owing to any Person including, without limitation, intercompany obligations, unforgiven amounts due and Acquired Assets through owing under the Closing Date; Paycheck Protection Program, and amounts owed to any financial institutions or Governmental Authorities and all other Seller Indebtedness; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iiik) any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of Seller's employees hired by Buyer that accrues or arises as of relating to facts, circumstances, or conditions existing on or prior to the Effective Time or otherwise to the extent arising out of any actions or omissions of any Seller; (l) all Closing DateDate Franchisee Commissions; and (m) any Liabilities arising out of, in respect of, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior failure by any Seller or any of their respective Affiliates to the Closing Date; comply with any Law or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed LiabilitiesGovernmental Order.

Excluded Liabilities. Except for the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer is not assuming, The parties hereto acknowledge and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, agree that all liabilities and obligations of Seller including, without limitation, any liabilities otherwise associated with the pre-Closing operations of the Business or obligations related to the Products pre-Closing condition of the Purchased Assets which are outstanding or unpaid not expressly identified as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Assumed Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilitiesSection 4.01 above, including without limitation any liabilities violation of Legal Requirements, union matters, employee severance, employee medical and disability payments, judgments, product liability, broker fees or commissions, customer rebates, interest, Taxes (including uncollected or un-remitted Taxes respecting sales or use) or penalties shall be excluded from the transactions contemplated by this Agreement, shall not be assumed by Buyer, and shall be retained, performed, paid and discharged in accordance with the terms thereof by Seller (collectively, the “Excluded Liabilities”). Buyer shall forward to Seller for Taxespayment all bills, arising from invoices and claims received for goods or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or services rendered to Seller for periods prior to the Closing DateDate which do not constitute Assumed Liabilities, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees and Buyer shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of provide Seller with respect access to any Records in Buyer’s possession or control reasonably necessary for Seller to analyze and pay the Products entered into prior same. Seller and the Members, jointly and severally, hereby agree to reimburse, indemnify and hold Buyer harmless from any and all claims, liabilities, obligations, costs or expenses (including without limitation reasonable attorneys fees, court costs and other expenses of litigation) arising out of or relating to any Excluded Liabilities, regardless of the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed LiabilitiesBasket.

Excluded Liabilities. Except Notwithstanding the provisions of Section 2.3 of this Agreement, except as expressly set forth herein, Buyer does not agree to assume, perform, discharge, or indemnify either Seller against, or otherwise have any responsibility for, any Liabilities of either Seller other than the Assumed Liabilities, whether arising prior to, on, or after the Closing (collectively, the “Excluded Liabilities”), including: (a) any Liabilities related to Employee Benefit Plans or any employee of either Seller; (b) other than the Promotional Liabilities and the Return Liabilities, any Liabilities resulting from the Sellers’ or any other Seller Indemnified Party’s use and operation of the Transferred Assets or conduct of the Business prior to the Effective Time; (c) all Liabilities solely to the extent related to Inventory transferred on the Closing for Product recalls, non-compliance with the terms of any customer Contract or other Contract or the failure of such Inventory to meet contractual specifications, regardless of whether such Liabilities constitute Promotional Liabilities or Return Liabilities; (d) accounts payable of the Business outstanding as of the Effective Time; (e) any Liability, whether currently in existence or arising hereafter, owed by any Seller to any of its Affiliates; (f) except as provided in Section 8.5(a), any Liability for Taxes attributable to the Transferred Assets or the operation of the Business with respect to any taxable period (or portion thereof) ending on or before the Effective Time; (g) except for the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer is not assuming, and the Assumed Liabilities expressly exclude▇▇▇▇▇▇▇▇▇▇▇ Indebtedness, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, Indebtedness of Seller including, without limitation, the Business; (h) any liabilities or obligations Transaction Expenses; (i) any ▇▇▇▇▇▇▇▇▇▇▇ Indebtedness in excess of the ▇▇▇▇▇▇▇▇▇▇▇ Indebtedness Estimate; and (j) all Liabilities related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"matters set forth on Schedule 2.4(j); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or prior to the Closing Date, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether arising before or not any such employees shall accept employment with Buyer in connection with after the transactions contemplated hereby; (iv) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed LiabilitiesEffective Time.

Excluded Liabilities. Except for Notwithstanding anything to the contrary contained herein, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Sellers of any kind or nature whatsoever other than the Assumed Liabilities specifically set forth in Section 2.7 above(the “Excluded Liabilities”) and Sellers shall pay, Buyer is not assuming, perform and the Assumed Liabilities expressly excludedischarge as and when due, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations and all Excluded Liabilities to the extent related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and SellerBusiness. Without limiting the generality of the foregoing, all liabilities, including the Excluded Liabilities shall include the following: (a) any liabilities Liabilities relating to or arising out of the Excluded Assets; (b) any Liabilities for Taxes, arising from or related to: (i) Seller's operationsTaxes relating to the Business, whenever arising the Purchased Assets or incurredthe Assumed Liabilities, in each case, for any taxable period (or Seller's ownership of portion thereof) ending on or prior to the Products and Acquired Assets through day before the Closing Date; (ii) Seller's termination Taxes of Sellers (except Buyer’s portion of any Contracts which are not Transferred ContractsTransfer Taxes and any Taxes that arise as a result of Buyer’s breach of covenants in Section 6.11(d)); (iii) Taxes of any Person imposed on the Business or the Purchased Assets as a transferee, successor by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing, (iv) Taxes that have been deferred from a Pre-Closing Tax Period (or the pre-Closing portion of Seller's employees hired by Buyer that accrues a Straddle Period) under the CARES Act or similar state, local or Canadian Law; (c) any Liabilities of Sellers 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 fees and expenses of counsel, accountants, consultants, advisers and others; (d) any Liabilities of Sellers arising from or relating to the employment, engagement or termination of employment or engagement of any present or former employees, officers, directors, retirees, independent contractors or consultants of the Business, including the Liabilities expressly allocated to Sellers or their Affiliates in Section 6.3(b); (e) any Liabilities in respect of any pending or threatened Action, whether occurring before or after the Closing, to the extent arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets prior to the Closing; (f) any product Liability or similar claim for injury to a Person or property which arises as out of or is based upon any express or implied representation, warranty, agreement or guaranty made by the Business prior to the Closing, or by reason of any actual or alleged 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 manufactured or sold or any service performed by the Business prior to the Closing; (g) any recall, design defect, breach of warranty or similar claims relating to any products manufactured or sold or any service performed by Business to the extent arising out of or relating to facts, circumstances or conditions existing prior to the Closing; (h) any Liabilities of Sellers under Environmental Laws (including any Environmental Claims relating thereto) to the extent arising out of or relating to any Release of any Hazardous Materials at or from any real property owned, leased or operated by Sellers in connection with the Business prior to Closing, regardless of when discovered, or the transportation or disposal of Hazardous Materials prior to the Closing Date, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; Business; (ivi) any Liabilities in respect of debt, loans or credit facilities of the Products and arising prior Business, to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products extent entered into prior to the Closing DateClosing, shall be Excluded and/or Sellers; (j) any Liabilities and shall remain arising out of, in respect of or in connection with the responsibility failure by Sellers to comply with any Law or Governmental Order or any breach or default by Sellers under any Contract, in each case to the extent arising out of, relating to or otherwise in respect of Sellerthe operation of the Business or the Purchased Assets prior to the Closing; (k) all Liabilities arising out of any product recall occurring as a result of actions or omissions prior to Closing; (l) the Liabilities set forth on Schedule 2.4(l) of the Disclosure Letter, except as otherwise specifically included within subject to the Assumed Liabilitiesterms thereof; and (m) any other Liability arising out of the conduct or operation of the Business or the ownership or use of the Purchased Assets prior to the Closing.

Excluded Liabilities. Except for Notwithstanding anything contained in this Agreement to the Assumed Liabilities specifically set forth contrary, neither Buyer nor any of its Affiliates will assume or agree or undertake to pay, satisfy, discharge or perform in Section 2.7 above, Buyer is not assumingrespect of, and will not be deemed by virtue of the Assumed Liabilities expressly excludeexecution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform in respect of, any debt, liability, duty or obligation, indebtedness or Taxes of any Seller or of any other Person or in any way relating to the Business (whether primary or secondary, direct or indirect, known or unknown, fixed absolute or contingent, matured or unmatured, or otherwise) or Seller’s gain, if any, from the sale of Seller includingthe Business on the Closing Date other than the Assumed Liabilities (such liabilities and obligations retained by Sellers, without limitationincluding all liabilities and obligations with respect to the Excluded Assets, any being referred to herein as the “Excluded Liabilities”). Sellers shall themselves retain and, as between Sellers and Buyer, shall remain solely liable for, all of the Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the term “Excluded Liabilities” includes: (i) all liabilities or obligations related of any Seller owing to any current or former Affiliates, directors, officers, personnel, independent contractors, agents or other representatives of any Seller or its agents or representatives, except to the Products which extent that such liabilities or obligations from and after the Closing are outstanding Assumed Liabilities; (ii) all liabilities or unpaid as obligations relating to any compensation or benefits of the date hereof any current or connected in any way with any retirementformer director, medicalofficer, lifepersonnel, disability independent contractor, agent, or other Employee Plan representative of any Seller or any Benefits Liabilities Seller Benefit Plans, including, in respect of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities workers’ compensation or claims relating to employment of personnel by, or provision of services by personnel to, any Seller, including all retirement, severance, deferred compensation, incentive, stock option, vacation, sick leave, bonus, commission, unemployment, partnership or other Benefits Liabilities pursuant payments, distributions or benefits payable to separate written agreements between Buyer and Seller. Without limiting the foregoingor accrued in favor of such Persons on, all liabilities, including any liabilities for Taxes, arising from prior to or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through after the Closing Date; (ii) Seller's termination , whether or not pursuant to any Seller Benefit Plans and whether or not such Persons become personnel of any Contracts which are not Transferred Contracts; Buyer or its designee; (iii) all liabilities or obligations relating to any Excluded Asset; (iv) all liabilities or obligations relating to any claim of Seller's employees hired by Buyer that accrues any third party arising out of the ownership or arises as operation of the Acquired Assets or the conduct or operation of the Business prior to the Closing Dateor the activities of any Seller in connection with the Acquired Assets or the Business prior to the Closing; (v) all liabilities or obligations relating to any lease of real property other than the Designated Real Property Leases; (vi) all liabilities or obligations of any Seller for Taxes and all liabilities or obligations for Taxes relating to the Business or the Acquired Assets on or prior to Closing, except to the extent that such liabilities or obligations from and after the Closing are Assumed Liabilities; (vii) all liabilities or obligations relating to any other assets, operations, products, businesses or activities of Seller's any Seller that are not used or held for use in the Business or part of the Acquired Assets; (viii) all liabilities and obligations relating to the failure of any Seller to comply with any “bulk sales,” “bulk transfer” or similar Law; (ix) all liabilities and obligations for legal or accounting fees and any other agentsexpenses incurred by any Seller in connection with this Agreement or the consummation of the transactions contemplated herein, consultantsincluding any fees, independent contractorsexpenses or other payments incurred or owed by any Seller to any agent, employees broker, investment banker or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses other firm or under Person retained or employed by any Employee Plan, whether or not any such employees shall accept employment with Buyer Seller in connection with the transactions contemplated herebyherein; and (ivx) the Products and arising prior all liabilities or obligations to the Closing Date; or (v) any implied or explicit warranty obligations of Seller pay cure costs with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed LiabilitiesContracts.

Excluded Liabilities. Except Notwithstanding anything in this Agreement to the contrary, Purchaser No. 1 and Purchaser No. 2 shall not assume or become responsible for the Assumed Liabilities specifically set forth in Section 2.7 aboveany claim, Buyer is not assuming, and the Assumed Liabilities expressly exclude, liability or obligation of any debt, liability, duty or obligationnature whatsoever, whether known or unknown, fixed accrued, absolute, contingent or contingent, otherwise (a "Liability") of Seller except Assumed Liabilities No. 1 and Assumed Liabilities No. 2 that are specifically assumed by such party. Without limiting the generality of the foregoing, the following are included among the Liabilities of Seller which Purchaser No. 1 and Purchase No. 2 shall not assume or become responsible for (unless specifically included as Assumed Liabilities No. 1 or Assumed Liabilities No. 2): (a) all Liabilities for any Taxes whether deferred or which have accrued or may accrue or become due and payable by Seller either prior to, on or after the Closing Date, including, without limitation, any liabilities all Taxes and fees of a similar nature arising from the sale and transfer of Purchased Assets No. 1 and Purchased Assets No. 2 to Purchaser No. 1 and Purchaser No. 2, respectively; (b) all Liabilities and obligations to directors, officers, employees or agents of Seller, including, without limitation, all Liabilities and obligations related for wages, salary, bonuses, commissions, vacation (except to the Products extent Purchaser No. 1 and/or Purchaser No. 2, as applicable, agrees to assume such item as set forth in Section 3.1 and/or 3.2, respectively) or severance pay, profit sharing or pension benefits, and all Liabilities and obligations arising under any bonus, commission, salary or compensation plans or arrangements, whether accruing prior to, on or after the Closing Date; (c) all Liabilities and obligations with respect to unemployment compensation claims and workmen's compensation claims and claims for race, age and sex discrimination or sexual harassment or for unfair labor practice based on or arising from occurrences, circumstances or events, or exposure to conditions, existing or occurring prior to the Closing Date and for which are outstanding any claim may be asserted by any of Sellers employees, prior to, on or unpaid as of after the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Closing Date; (d) all Liabilities of Seller to third parties for personal injury or damage to property based on or arising from occurrences, circumstances or events, or exposure to conditions, existing or occurring prior to the Closing Date and for which any claim may be asserted by any third party prior to, on or after the Closing Date; (e) all Liabilities and obligations of Seller arising under or by virtue of federal or state environmental laws based on or arising from occurrences, circumstances or events, or exposure to conditions, existing or occurring prior to the "Excluded Liabilities"); it being expressly understood that Closing Date and for which any claim may be asserted prior to, on or after the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Closing Date; (f) all Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, of Seller including any liabilities costs of attorneys' fees incurred in connection therewith, for Taxeslitigation, claims, demands or governmental proceedings arising from occurrences, circumstances or related events, or exposure to conditions occurring or existing prior to the Closing Date; (g) all Liabilities based on any theory of liability or product warranty with respect to any product manufactured or sold prior to the Closing Date and for which any claim may be asserted by any third party, prior to: , on or after the Closing Date; (h) all attorneys' fees, accountants or auditors' fees, and other costs and expenses incurred by Seller and/or Shareholders in connection with the negotiation, preparation and performance of this Agreement or any of the transactions contemplated hereby; (i) Seller's operationsall Liabilities of Seller in connection with the Excluded Assets; (j) any Liabilities of Seller with respect to any options, whenever arising warrants, agreements or incurredconvertible or other rights to acquire shares of its capital stock of any class; and (k) any Liabilities of Seller incurred incident to any indemnification for breach of any representations, warranties, covenants, or Seller's ownership other agreements made by Seller under any of the Products asset purchase, stock, reorganization, or other legal transaction(s) set forth in Disclosure Schedule 2.2(k). (l) all other debts, Liabilities, obligations, contracts and Acquired commitments (whether direct or indirect, known or unknown, contingent or fixed, liquidated or unliquidated, and whether now or hereinafter arising) arising out of or relating to the ownership, operation or use of any of Purchased Assets through No. 1 and/or Purchased Assets No. 2 on or prior to the Closing Date; (ii) Seller's termination Date or the conduct of any Contracts which are not Transferred Contracts; (iii) any the Business No. 1 of Seller's employees hired by Buyer that accrues or arises as Seller and/or Business No. 2 of or Seller prior to the Closing Date, except only for the liabilities and obligations to be assumed or any paid, performed or discharged by Purchaser No. 1 and/or Purchaser No. 2 constituting Assumed Liabilities No. 1 or Assumed Liabilities No. 2. Seller shall pay all liabilities not being assumed hereunder by Purchaser No. 1 or Purchaser No. 2 within the customary time for payment of Seller's other agentssuch liabilities. It is the intent of the parties that upon Closing, consultants, independent contractors, all employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect will be terminated by such parties and Purchaser No. 1 or Purchaser No. 2 will extend offers of employment to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiessuch individuals.

Excluded Liabilities. Except Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume or be liable for and Sellers shall retain and remain responsible for all of Sellers’ debts, liabilities and obligations of any nature whatsoever, other than the Assumed Liabilities specifically set forth in Section 2.7 aboveObligations, Buyer is not assumingwhether accrued, and the Assumed Liabilities expressly exclude, any debt, liability, duty absolute or obligationcontingent, whether known or unknown, fixed whether due or contingentto become due and whether related to the Business and the Acquired Assets or otherwise, and regardless of Seller when asserted, including, without limitation, any the following liabilities or obligations of Sellers (none of which shall constitute Assumed Obligations) (collectively, the “Excluded Liabilities”): (a) All of Sellers’ liabilities or obligations under this Agreement or under any other agreement between Sellers and Buyer entered into on or after the date of this Agreement; (b) All of Sellers’ liabilities arising out of or relating to an Excluded Asset; (c) All of Sellers’ liabilities under any Contract not assumed by Buyer under Section 2.3, including without limitation the Indemnity for Bank Guarantee by and among Australian Subsidiary, National Australia Bank Limited and ▇▇▇▇▇ ▇▇▇▇ Investment Pty Ltd; (d) Except as specifically set forth in Section 2.3, any liability of Sellers to the extent arising out of or relating to the operation of the Business prior to Closing, including without limitation any claims arising after Closing related to any Software sold to third parties prior to Closing or Sellers’ use of unlicensed software; (e) Except for Taxes specifically included as Assumed Obligations, all liabilities and obligations of Sellers for Taxes for any period, and any liability of Sellers for the unpaid Taxes of any Person under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise; (f) Unless otherwise specifically payable by Buyer pursuant to this Agreement, all of Sellers’ liabilities or obligations for expenses, Taxes or fees incident to or arising out of the negotiation, preparation, approval, or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby, including all attorneys’ and accountants’ fees and disbursements, brokerage fees, consultants’ fees and finders’ fees; (g) Any liability or obligation pertaining to any discontinued operation owned or operated by Sellers and related to the Products which are outstanding or unpaid Business as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer was operated and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired discontinued by Buyer that accrues or arises as of or Sellers prior to the Closing Date other than liabilities and obligations which are Assumed Obligations; (h) Any obligation of Sellers to indemnify any Person by reason of the fact that such Person was a shareholder, director, officer, employee (other than a UK employee but only to the extent such obligation arises pursuant to a UK Employee’s terms of employment), or agent of any of Sellers or was serving at the request of Sellers as a partner, trustee, director, officer, employee (other than a UK employee but only to the extent such obligation arises pursuant to a UK Employee’s terms of employment), or agent of another entity (regardless of whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and regardless of whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise); (i) Sellers’ obligations to Employees terminated prior to Closing, including, without limitation, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, and any Terminating Australian Employees (except with respect to liability to ▇▇▇▇▇.▇▇▇ and the Australian Subsidiary for Australian Employee Termination Benefits to be paid to such Terminating Australian Employees); (j) All intercompany accounts, including intra-group loan balances, relating to the Business or the Acquired Assets; (k) Any liabilities of Sellers based on acts or omissions occurring after the Closing; (l) Any liabilities of Sellers under the Civil Code of Quebec, the Act respecting Labour Standards, the Charter of Human Rights and Freedoms, the Labour Code, the Act respecting occupational health and safety, the Workplace Health and Safety ▇▇▇ ▇▇▇▇ (Qld), any other law in relation to occupational health and safety the Act respecting industrial accidents and occupational diseases, the Charter of the French language, the Pay Equity Act or any other applicable law in the Province of Quebec, any other law in relation to anti-discrimination or equal opportunity any other law in relation to anti-discrimination or equal opportunity or any employment, commission, severance, retention or termination agreement between any Seller and any employee of any Seller arising prior to the Closing Date other than those liabilities for which Buyer shall become responsible at law as a result of offering employment to such Employees or as a result of such Employees being transferred to Buyer by operation of law as and from the Closing Date. For the avoidance of doubt, this Section 2.4(l) shall not apply to the UK Employees, the liabilities in respect of which shall be subject to Section 5.5(c); (m) Any liabilities of Sellers to the extent arising out of or resulting from any Sellers’ compliance or non-compliance with any law or order of any Governmental Body, including without limitation any bulk sales laws related to the transactions contemplated herein and TUPE requirements relating to required consultation with UK Employees prior to Closing; (n) Any liability or obligation of Sellers for indebtedness for borrowed money; (o) All Pre-Effective Time Accounts Payable and accrued liabilities other than those liabilities for which Buyer is responsible following the adjustment pursuant to Section 2.8;and (p) Any liability related to Sellers’ indebtedness to any of the Sellers’ shareholders, officers, directors or Employees; Sequential Page No: 261 of 350 Exhibits: Page 123 (q) Any liability related to the termination by Buyer of an employment contract, which contract has the effect of a contract made between the Buyer and the employee concerned as a result of TUPE, and which is not disclosed in the Seller Disclosure Schedule or which is an employment contract with any Employee in the UK that is not listed on Schedule 3.18 of the Seller Disclosure Schedule as a UK Employee; (r) Any liability in connection with or as a result of any claim (including any individual employee entitlement under or consequent on such claim) by any trade union or staff association or any other employee representatives (whether or not recognised by Sellers in respect of all or any of Seller's other agentsthe UK Employees) within the meaning of TUPE and/or the Directive arising from or connected with any failure by the Sellers to comply with any legal obligations to such trade unions, consultants, independent contractors, employees staff associations or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses employee representatives within the meaning of TUPE and/or the Directive whether under Regulation 10 of TUPE or under the Directive or otherwise whether any such claim arises or has its origin before, on or after Closing; (s) Any liability in respect of any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with for the transactions contemplated hereby; (iv) the Products and arising period prior to the Closing Date; or and (vt) any implied or explicit warranty obligations Any liabilities arising out of the tax liabilities set forth on Schedule 3.17 of the Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed LiabilitiesDisclosure Schedule.

Excluded Liabilities. Except for Buyer is assuming only the Assumed -------------------- Liabilities specifically set forth in Section 2.7 above, Buyer and is not assuming, assuming any other liability or obligation of Seller (or any predecessor owner of all or part of its business and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligationassets) of whatever nature, whether presently in existence or arising hereafter, known or unknown, fixed contingent or contingent, otherwise. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller or such predecessor, as applicable (all such liabilities and obligations not being assumed being herein referred to as the "EXCLUDED LIABILITIES"). The Excluded Liabilities shall include, but not be limited to the following: (a) any liabilities or obligations for Taxes or any audits related thereto (including, without limitation, sales and payroll taxes) arising from or relating to (i) the Excluded Assets or any business of Seller, and (ii) the Assets or the operation of the System attributable to or incurred in the Pre-Closing Tax Period; (b) any liabilities or obligations relating to employee benefits or compensation arrangements existing on or prior to the Closing Date (except for accrued vacation time for Transferred Employees), including, without limitation, any liabilities liability or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, obligation arising from or related to: relating to (i) "sticking bonuses" or similar payments to induce Seller's operations, whenever arising or incurred, or employees to remain in Seller's ownership of the Products and Acquired Assets through the Closing Date; employ prior to Closing, (ii) severance payments, or earned or accrued vacation for Seller's termination of any Contracts which employees that are not Transferred Contracts; Employees, (iii) any of Seller's employees hired by Buyer that accrues earned or arises as of or prior to the Closing Dateaccrued sick leave, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior to the Closing Date; short-term or long-term disability benefits or (v) any implied liabilities or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility under any of Seller's employee benefit agreements, except as otherwise specifically included within the Assumed Liabilities.plans or other arrangements;

Excluded Liabilities. Except for Notwithstanding the provisions of Section 2.4, any other provision of this Agreement or any schedule or exhibit hereto and regardless of any disclosure to the Buyer, the Buyer shall not assume any liabilities, obligations or commitments (i) relating to or arising out of the operation of the Business or the ownership or leasing of the Purchased Property prior to or on the Closing Date other than the Assumed Liabilities specifically set forth or (ii) enumerated in the second sentence of this Section 2.7 above2.5 (such unassumed liabilities, Buyer is not assuming, and the Assumed "EXCLUDED LIABILITIES"). Excluded Liabilities expressly exclude, shall include without limitation: (i) any debt, liability, duty liabilities for (a) Taxes relating to or obligation, whether known arising out of the Business accruing prior to or unknown, fixed or contingent, of Seller on the Closing Date (including, without limitation, any liabilities or obligations related accrued sales taxes), (b) Taxes retained by the Sellers pursuant to the Products which are outstanding or unpaid as this Agreement, (c) one-half of the date hereof or connected in Transfer Taxes, and (d) Taxes of any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities Person, whether pursuant to separate written agreements between Buyer and Selleran agreement, by operation of Treasury Regulation ss. Without limiting the foregoing1.1502-6 (or any similar provision of state, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurredlocal, or Seller's ownership of the Products and Acquired Assets through the Closing Date; foreign law), transferee or successor liability, or otherwise, (ii) Seller's termination accounts payable and unpaid interest thereon by one or more of any Contracts which are not Transferred Contracts; the Sellers to one or more of the Sellers, (iii) any liabilities arising under Environmental Laws attributable to or incurred as a result of Seller's employees hired by Buyer that accrues any acts, omissions, or arises conditions first 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 Hazardous Materials, (iv) except for the Buyer Termination Liabilities, any liabilities relating to (A) the Employees or Employees previously employed by the Sellers or (B) any Employee Benefit Plans maintained by the Sellers or any Affiliate of Seller's the Sellers or covering the Employees, (v) any liabilities to shareholders of the Sellers and Affiliates of the Sellers other agentsthan pursuant to agreements listed on Schedule 2.5(v) hereof, consultants(vi) any fees, independent contractorscosts or expenses incurred by the Sellers or by any shareholder or any Affiliates of the Sellers in connection with legal, employees accounting, investment banking or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer other services rendered in connection with the transactions contemplated hereby; by the Transaction Documents, and (iv) the Products and arising prior to the Closing Date; or (vvii) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiesliabilities listed on Schedule 2.5(vii) hereof.

Excluded Liabilities. Except for the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer is shall not assumingassume, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does shall not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related tobe responsible for: (i) Seller's operations, whenever arising or incurred, or Seller's ownership costs necessary to cure any defaults that may exist under any of the Products and Acquired Assets through Assigned Contracts arising prior to the Closing DateCommencement Date with the exception of the Assumed Commissions (the "Cure Costs"); (ii) Seller's termination of any Contracts which are not Transferred Contractsobligations under any employment agreements; (iii) any of Seller's employees hired costs incurred by Buyer that accrues or arises as of or prior to the Closing DateETS, or any costs relating to, obtaining Shareholder Approval of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions transaction contemplated hereby; (iv) iv)other liabilities arising from, or otherwise relating to, the Products and Sale Assets arising prior to the Closing Commencement Date, other than as provided in Section 2.4(iv); or (v) any implied other liabilities that related to the Excluded Assets (such liabilities described in clauses (i) through (v) of this Section, the "Excluded Liabilities). Seller represents that it has not entered into any special discounting or explicit warranty offered promotional terms that may affect the obligations to customers under any of Seller the Assigned Contracts. The parties hereby further acknowledge and agree that except for the obligations arising under the Assigned Contracts or otherwise with respect to the Products entered into prior to Sale Assets as herein provided after the Closing Date, neither Buyer, nor any affiliate, officer, director, employee, shareholder or agent of Buyer shall assume, or be Excluded Liabilities and shall remain deemed to assume, any liabilities or obligations of Seller arising out of acts or occurrences prior to the responsibility Commencement Date, or otherwise based on any event, facts or circumstances in existence prior to the Management Agreement, sale of the Sale Assets, or in connection with or arising from any activities of Seller. (As provided for in Section 11 of this Agreement, except as otherwise specifically included within the Seller shall indemnify and hold Buyer harmless from and against any liabilities that are not Assumed Liabilities).

Excluded Liabilities. Except Notwithstanding anything contained herein to the contrary, Purchaser shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer is not assuming, and the Assumed Liabilities expressly exclude, any debt, liability, duty liabilities or obligation, obligations (whether known or unknown, fixed fixed, absolute, matured, unmatured, accrued or contingent, of Seller including, without limitation, any liabilities now existing or obligations related to the Products which are outstanding or unpaid as of arising after the date hereof or connected in any way with any retirementhereof), medicalother than the Assumed Liabilities (such liabilities and obligations not assumed, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "“Excluded Liabilities"”); it being expressly understood that . For the foregoing does avoidance of doubt, Excluded Liabilities shall include but not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant be limited to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever any claims by Transferred Employees (as defined in the MIPA) arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of from their employment with any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or Brand Company prior to the Closing Date, or (ii) any liabilities and obligations of Seller's other agentsany Brand Company that do not arise from and are not related to any Acquired Asset, consultants(iii) any liabilities and obligations of any Brand Company to the extent based upon a theory of successor liability, independent contractorsincluding any successor liability claims with respect to employees of the Brand Companies (provided, employees or former employeesthat this clause (iii) shall not apply in any respect to Purchaser’s assumption of the Assumed Liabilities), whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products any liabilities and arising obligations under any agreement, contract or license relating to any event occurring prior to the Closing Date; or and (v) any implied claims by, liabilities or explicit warranty obligations to any employee or former employee of Seller with respect to any of the Products entered into prior to Brand Companies, other than Transferred Employees, under the Closing Datefederal Worker Adjustment and Retraining Notification Act of 1988, shall be as amended, or under any state or local plant closing or mass layoff law. All Excluded Liabilities and shall will remain liabilities of the responsibility of Seller, except as otherwise specifically included within Brand Companies following the Assumed LiabilitiesClosing.

Excluded Liabilities. Except with respect to those liabilities expressly assumed pursuant to Section 2.03 above, including but not limited to Section 2.03(h), Buyer shall not assume any liability of Seller Entities, and Seller shall retain such liabilities, whether or not accrued and whether or not disclosed, as of or on the Closing Date (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, except with respect to those liabilities expressly assumed pursuant to Section 2.03 above, Excluded Liabilities include, without limitation the following liabilities and obligations of the Seller Entities: (a) except as expressly included in the definition of Assumed Liabilities, any liabilities or obligations to any third party directly and proximately arising out of or relating to Seller’s ownership or operation of the Business and the Purchased Assets prior to the Closing Date; (b) any liabilities or obligations relating to or arising out of the Excluded Assets; (c) any liabilities or obligations for (i) Taxes relating to the Assumed Liabilities specifically Business or the Purchased Assets to the extent relating to events or circumstances occurring prior to, and any taxable period, or portion thereof ending prior to, the Closing Date; and (ii) any other Taxes of Seller (other than Taxes expressly allocated to Buyer under Section 6.15) for any taxable period. (d) any liabilities or obligations of Seller Entities relating to or arising out of (i) the employment, or termination of employment, of any Employee prior to the Closing, (ii) Benefit Plans or (iii) workers’ compensation claims of any Employee to the extent arising from events occurring prior to the Closing Date, including but not limited to any Taxes that were deferred by Seller Entities under the CARES Act and any deferrals by any Employees (if permitted by Seller); (e) except as otherwise set forth herein, any liabilities or obligations of Seller arising or incurred in Section 2.7 aboveconnection with the negotiation, Buyer is not assumingpreparation, investigation and performance of this Agreement, the other Transaction Documents and the Assumed Liabilities expressly excludetransactions contemplated hereby and thereby, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (f) any obligations under any Paycheck Protection Program loans or financings; (g) any liabilities or obligations related of Seller Entities, contingent or otherwise, for any indebtedness of Seller Entities (which for the avoidance of doubt shall not include any leases pursuant to a sale leaseback transaction or any leases considered operating leases under the prior accounting standards); (h) Seller Entities’ product liability for any products, goods or services sold, delivered or performed by Seller Entities prior to and up until the Closing Date; (i) unamortized incentive liabilities or similar provisions requiring any actual or contingent payments and/or liabilities arising under the Branding Agreements from and after Closing relating to the Products which are outstanding Excluded Assets; (j) any severance or unpaid retention benefits or accrued benefits of any nature (including under any Benefit Plans) of any employee, officer and/or director of Seller as of the date hereof or connected in Closing Date; (k) any way with any retirement, medical, life, disability or other Employee Plan liability of Seller arising under PMPA or any Benefits Liabilities similar state or local law governing dealer agreements; (l) any liability of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, Entities arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership out of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues failure to comply with employment laws, ERISA or arises as of PPACA on or prior to the Closing Date; (m) all other obligations, liabilities, covenants, commitments and undertakings of Seller Entities which are not expressly included within the definition of Assumed Liabilities; (n) all liabilities and obligations arising under or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior relating to the Assigned Contracts to the extent such liabilities and obligations relate to events, circumstances or periods occurring before the Closing Date; or Date and (vo) any implied and all liabilities and obligations relating to Ramco, LLC, Pine Belt Oil Company, LLC and/or any current or explicit warranty obligations of Seller with respect prior subsidiaries thereof, and/or the Membership Interests and/or the membership interests in Pine Belt Oil Company, LLC, but only to the Products entered into prior to the Closing Date, shall extent such liabilities and obligations would be Excluded Liabilities and shall remain not Assumed Liabilities had Seller sold the responsibility assets of SellerPine Belt Oil Company, except as otherwise specifically included within LLC and Ramco, LLC instead of the Assumed LiabilitiesMembership Interests.

Excluded Liabilities. Except Buyer shall not assume or be responsible for the Assumed performance of any of the following Liabilities specifically (collectively, the “Excluded Liabilities”): Any Liability of Seller exclusively in respect of or otherwise arising from (a) the operation or use of (x) the Excluded Assets or (y) except as expressly set forth in Section 2.7 abovethis Agreement, Buyer is not assumingfor the period prior to the Closing, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, Acquired Assets; Any Liability of Seller including, without limitation, any liabilities arising from the making or obligations related to performance of this (b) Agreement or a Related Agreement or the Products which are outstanding transactions contemplated hereby or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan thereby; Any Liability of Seller under the Assigned Contracts or any Benefits Liabilities of Seller Assigned Leases (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: c) (i) Seller's operations, whenever arising in respect of payment obligations for goods delivered or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or services rendered prior to the Closing Date, (ii) relating to a breach or default by Seller of any of its obligations thereunder occurring prior to the Closing Date whenever such breach is declared by the Counterparty thereto or (iii) relating to the CBA MOA; Except for those Assumed Liabilities set forth in Section 2.3(d), any (d) Liability of Seller (i) for any compensation, benefits, employment Taxes, workers compensation benefits and other similar Liabilities (including under the Generation CBA, any Employee Benefit Plan of Seller, or any other agreement, plan, practice, policy, instrument or document relating to any of Seller's other agentsthe Transferred Employees) created, consultants, independent contractors, employees arising or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Planaccruing before the Closing Date, whether or not subject to any such employees shall accept continued service agreement, including pro rata payments earned before the Closing Date, in respect of the Transferred Employees, any temporary employees, and the Scheduled Employees who are not offered, or who do not accept, employment with Buyer in connection the Buyer, (ii) relating to the Transferred Employees or temporary employees for which Seller is responsible under Section 5.8, (iii) relating to former employees, temporary employees or Scheduled Employees who are not offered, or who do not accept, employment with the transactions contemplated hereby; Buyer, or (iv) in respect of any workers’ compensation, tort, Hazardous Substance exposure, Public Service Company of New Hampshire dba Eversource Energy Docket DE 17-124 October 12, 2017 Attachment 2 Page 29 of 159 EXECUTION VERSION discrimination, wrongful discharge, unfair labor practice or other employee Claim under applicable Laws or under Seller’s Employee Benefits Plans by any Transferred Employee arising out of or relating to acts or omissions occurring prior to the Products and Closing Date, by any former employee, by any temporary employee or by any Scheduled Employee who is not offered, or who does not accept, employment with Buyer; Any Liability of Seller arising from or associated with any Intercompany (e) Arrangement, other than Liabilities under those Assigned Contracts set forth on Schedule 2.2(j); Any Liability of Seller for any fines or penalties imposed by a (f) Governmental Authority resulting from (i) any investigation or proceeding pending prior to the Closing Date or (ii) illegal acts or willful misconduct of Seller prior to the Closing Date; or Any Liability for Taxes (v) any implied or explicit warranty obligations of Seller including, with respect to property Taxes, (g) payments in addition to or in lieu of Taxes and the Products entered into Property Tax Stabilization Payments) relating to the ownership, operation, sale or use of the Acquired Assets prior to the Closing, except those Taxes for which Buyer is liable pursuant to Section 2.7, Section 5.12 and Section 5.13. Any Liability of Seller pursuant to Section 5.20; and (h) Subject to the provisions of Section 5.11, (A) any Environmental Liability (i) caused, created or otherwise in existence due to the activities of or otherwise attributable to Seller prior to the Closing, except those Environmental Liabilities described in Section 2.4(i)(B)(II), Section 2.4(i)(C) and Section 2.4(i)(D) below, (B) any Environmental Liability arising out of or resulting from any Release of mercury at Schiller Station that occurred (I) prior to or on the Closing or (II) during the performance of the work pursuant to the Removal Contract, which Release occurred after Closing but prior to the Schiller Boiler Removal Completion Date, (C) any Environmental Liability relating to the treatment, disposal, storage, discharge, Release, recycling or the arrangement for such activities at, or the transportation to, any Offsite Disposal Facility by Seller, prior to or on the Closing Date, of Hazardous Substances that were generated at the Sites, and (D) any Environmental Liability of Seller for any fines or penalties imposed by a Governmental Authority resulting from (I) any investigation or proceeding pending prior to the Closing Date or (II) illegal acts or willful misconduct of Seller prior to the Closing Date; provided, however, that the Liability of Seller pursuant to Section 2.4(i)(A) and, from and after the occurrence of the Schiller Boiler Removal Completion Date, Section 2.4(i)(B)(I) (and, together with such clauses, any associated indemnification obligations of Seller hereunder) shall terminate (x) on the applicable Excluded Environmental Liability Termination Date, after which any Liabilities described in Section 2.4(i)(A) and Section 2.4(i)(B)(I) shall be Assumed Liabilities for which Buyer is liable pursuant to Section 2.3(a), and Seller shall have no further Liability with respect thereto, or (y) upon exceeding the indemnification cap set forth in Section 7.4(a)(ii), if earlier than the applicable Excluded Environmental Liability Termination Date, any Liabilities described in Section 2.4(i)(A) and Section 2.4(i)(B)(I) shall be Assumed Liabilities for which Buyer is liable pursuant to Section 2.3(a), and Seller shall have no further Liability with respect thereto. The Excluded Liabilities described in Section 2.4(d) (solely as it relates to employee exposure to Hazardous Substances), Section 2.4(h) and shall remain Section 2.4(i), as limited by the responsibility terms thereof, are Public Service Company of SellerNew Hampshire dba Eversource Energy Docket DE 17-124 October 12, except 2017 Attachment 2 Page 30 of 159 EXECUTION VERSION referred to herein as otherwise specifically included within the Assumed “Excluded Environmental Liabilities.” For avoidance of doubt, it is the intention of the Parties that Section 2.4(d) (solely as it relates to employee exposure to Hazardous Substances), Section 2.4(h) and Section 2.4(i) shall exclusively define those Environmental Liabilities constituting Excluded Liabilities hereunder, and that no other provision of this Section 2.4 shall be construed to include any Environmental Liabilities.

Excluded Liabilities. Except for Notwithstanding anything to the contrary contained herein, Buyer is assuming only the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer and is not assuming, and the Assumed Liabilities expressly exclude, assuming any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as other Liability of the date hereof Company or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller Affiliate thereof (or any Benefits predecessor owner of all or part of the Company’s business or assets) of whatever nature whether currently in existence or arising or asserted hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller the Company or its Affiliates (all such Liabilities not being assumed are herein referred to as the "“Excluded Liabilities"”); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities none of the following shall be Assumed Liabilities for Taxes, arising from or related to: purposes of this Agreement: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of those amounts listed under the Products headings “accounts payable” and Acquired Assets through “accrued expenses” in the Closing Date; Company Financial Statements; (ii) Seller's termination those amounts incurred in the Ordinary Course of any Contracts Business since the date of the Company Financial Statements which are not Transferred Contracts; would have been listed under the headings “accounts payable” and “accrued expenses” if the Company Financial Statements had been prepared as of the date hereof; (iii) all Excluded Taxes; (iv) all Company Indebtedness; (v) all litigation; (vi) all Liabilities relating to or arising out of the Excluded Assets; (vii) all Liabilities relating to or arising out of any warranty obligation of Seller's employees hired by Buyer that accrues the Company in respect of products sold or arises as of or services rendered prior to the Closing Date, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated herebydate hereof; (iv) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilities.and

Excluded Liabilities. Except for Notwithstanding anything to the contrary in this Agreement, the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer is shall not assuminginclude any of the Excluded Liabilities, and the Assumed Liabilities expressly excludeBuyer does not hereby and shall not assume or in any way undertake to perform, pay, satisfy or discharge, and the Company or its Subsidiaries (as applicable) shall fully retain and be responsible for, any debtExcluded Liabilities. For purposes of this Agreement, liabilitythe term “Excluded Liabilities” means all liabilities and obligations other than those specifically listed or described in the definition of Assumed Liabilities, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitationbut not limited to (in each case excluding those liabilities and obligations specifically listed or described in the definition of Assumed Liabilities), (i) any liabilities of the Company or obligations its Subsidiaries which arise out of facts, circumstances, occurrences, conditions, acts or omissions occurring on or prior to Closing, (ii) any Taxes of the Company, its Subsidiaries or any of their respective Affiliates and any Tax related to the Products which are outstanding Transferred Assets, in each case for any Tax periods (or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (iportions thereof) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of ending on or prior to the Closing Date, (iii) any liabilities arising from the manufacture, delivery or sale of any of Seller's other agentsFinished Product where such activities were performed prior to the Closing Date (including liabilities related to rebates, consultantschargebacks, independent contractorsrecall, employees withdrawal, post-sale warnings, wholesaler fees, copay buydowns, product returns, copay discounts or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and otherwise arising from Product sold prior to the Closing Date; ), (iv) any royalty or milestone obligations of the Company or its Subsidiaries accruing on or prior to the Closing, (v) any implied environmental liabilities of the Company or explicit warranty obligations of Seller its Subsidiaries, (vi) any liabilities under or related to any Company Benefit Plan (or any contract or assets relating thereto), (vii) any liabilities with respect to employment, termination of employment, compensation, severance, vacation, sick leave and employee benefits of any nature owed to any current or former officer, manager, director, member, employee or independent contractor (or any of their respective dependents or beneficiaries) of the Products entered into Company, its Subsidiaries or any of their respective Affiliates (including, without limitation, any Employee) that relate to such individual’s employment or service (or the termination thereof) with the Company, its Subsidiaries or any of their respective Affiliates or any of their respective predecessors, whether or not such current or former officer, manager, director, member, employee or independent contractor of the Company, its Subsidiaries or any of their respective Affiliates becomes an employee of or other service provider to Buyer or any of its Affiliates, including, without limitation, any obligation to pay or provide any current or former officer, manager, director, member, employee or independent contractor (or any of their respective dependents or beneficiaries) of the Company, its Subsidiaries or any of their respective Affiliates, any severance or change in control payments, transaction bonuses, retiree benefits, salary, wages or commissions (including accrued vacation or paid time off), or statutory entitlements (including under the WARN Act), (viii) any liabilities to the extent relating to any Excluded Assets including, without limitation, the Excluded Contracts, (ix) any liabilities of the Company or its Subsidiaries related to any real property (whether leased or owned), (x) any regulatory fees or other similar fees due and payable to the FDA or any other Governmental Entity prior to the Closing DateClosing, subject to the provisions of Section 4.24, (xi) any Transfer Taxes payable by the Company or its Subsidiaries in accordance with Section 1.9, (xii) any liabilities arising under the iCeutica Promissory Notes, (xiii) any liabilities arising from, relating to or resulting from the Company Redemption (including any related dissent or appraisal process) and (xiv) any liabilities arising from, relating to or resulting from the China License and Supply Agreement (it being understood that nothing herein shall be Excluded Liabilities and shall remain preclude any Company Indemnified Party from making a claim against the responsibility Buyer under Section 6.2(b) for a breach of Seller, except as otherwise specifically included within the Assumed LiabilitiesSection 4.29).

Excluded Liabilities. Except for Anything contained in this Agreement to the Assumed Liabilities specifically contrary notwithstanding, Acquisition Sub shall not assume, or otherwise be responsible or liable for, and Seller shall continue to be solely responsible and liable for, all obligations and liabilities of Seller set forth in Section 2.7 aboveon Schedule 2.4 (collectively, Buyer is not assumingthe “Excluded Liabilities”). For the avoidance of doubt, and in addition to the Assumed items set forth on Schedule 2.4, Excluded Liabilities expressly exclude, include: (a) any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, obligations and liabilities of Seller includingto any current or former equityholder of Seller including any loans from equityholders, without limitation, but excluding obligations or liabilities in connection with any such equityholder’s employment with the Seller; (b) any obligations and liabilities for Taxes due on or obligations related prior to the Products which are outstanding Closing Date or unpaid as after the Closing Date but attributable to operations of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of Business on or prior to the Closing Date, unless the particular obligation or liability is included in the Closing Net Worth as finally determined hereunder or as set forth in Section 5.3(d) below; (c) any Taxes based on income, including (i) any Income Taxes arising as a result of Seller's other agents, consultants, independent contractors, employees ’s operation of the Business or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with ownership of the transactions contemplated hereby; (iv) the Products and arising Acquired Assets prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to and including the Closing Date, shall be Excluded Liabilities (ii) any Income Taxes arising as a result of the sale of the Acquired Assets pursuant to this Agreement (including any Taxes imposed under Section 1374 of the Code), and shall remain (iii) any deferred Income Taxes and (d) any obligations and liabilities relating to the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilities’s Key Employee Retention Plan.

Excluded Liabilities. Except for Notwithstanding anything to the contrary in this Agreement, the Assumed Liabilities specifically set forth in will exclude any other Liability whatsoever not expressly assumed by Purchaser under Section 2.7 above1.3, Buyer including, but not limited to, the following Liabilities (collectively, the “Excluded Liabilities”): (a) all Liabilities of Sellers arising under this Agreement, the Other Agreements or from the consummation of the transactions contemplated hereby or thereby; (b) all Liabilities required to be paid, performed, satisfied or discharged under the Assigned Contracts prior to the Closing Date (or with respect to any Assigned Contracts not assigned at Closing, all Liabilities required to be paid, performed, satisfied or discharged under such Assigned Contract prior to the date such Assigned Contract is not assumingtransferred pursuant to Section 5.7), and the Assumed Liabilities expressly exclude, any debt, liability, duty Liability for Sellers’ failure to so perform or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded satisfy such Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from breach of such Assigned Contract with respect to an event or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of period on or prior to the Closing DateDate (or in the case of any Assigned Contracts not assigned at Closing, on or prior to the date such Assigned Contract is transferred pursuant to Section 5.7); (c) all Liabilities arising out of or related to the Excluded Assets, and unless specifically assumed as Purchased Assets or Assumed Liabilities, all Liabilities resulting from or arising out of the conduct of the Business prior to the Closing; (d) all Liabilities arising out of or related to or in respect of any of Seller's other agents, consultants, independent contractors, employees employment or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses services performed by any individual (i) for periods on or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior to the Closing Date; Date or (vii) with respect to employees or other persons who do not continue employment or service with Parent or Purchaser following the Closing Date, for periods on or after the Closing Date, including but not limited to, workers compensation claims, except to the extent such Liabilities are included in Accounts Payable and Accrued Expenses; (e) except as provided in Section 5.4, any implied Liabilities of Sellers, or explicit warranty obligations of Seller otherwise imposed on the Purchased Assets or with respect to the Products entered into Business, for any Pre-Closing Tax Period in respect of any Tax, including without limitation (i) any Liability of Sellers for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise and (ii) any Transfer Taxes; (f) all Existing Environmental Liabilities, including but not limited to, all such matters identified in any Phase I or Phase II environmental assessment report prepared for the Real Property prior to Closing; (g) all Liabilities arising out of related to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility ownership or other interests of any securityholder of any Seller, including with respect to any operating agreement, voting agreement, tax sharing agreement, option or rights agreement, or other arrangement or agreement among such persons and/or their Affiliates; (h) except as otherwise specifically included within set forth in Section 5.10, all Liabilities arising out of the Assumed Liabilitieslease of that certain parcel of real property (the “Excluded Property”) described on Schedule 1.4(h) (the “Excluded Lease”); and (i) all Liabilities arising from any loan or other financial arrangements made between any Seller and certain of their employees and/or members listed on Schedule 1.4(i).

Excluded Liabilities. Except for Notwithstanding anything to the contrary contained herein, Buyer is assuming only the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer and is not assumingassuming any other Liability of the Company or any Affiliate thereof (or any predecessor owner of all or part of the Company’s business or assets) of whatever nature whether currently in existence or arising or asserted hereafter. All such other Liabilities shall be retained by and remain Liabilities of the Company and its Affiliates (all such Liabilities not being assumed are herein referred to as the “Excluded Liabilities”). Without limiting the foregoing, none of the following shall be Assumed Liabilities for purposes of this Agreement: (i) all Excluded Taxes of the Company or its Affiliates; (ii) all Indebtedness of the Company or its Affiliates; (iii) all Liabilities relating to or arising out of the Company’s or Company’s Affiliate’s bonus plans, whether written or oral, including any promises to Company or its Affiliate’s employees, made or in effect prior to the Closing Date (the “Company Bonus Plans”); (iv) all claims, causes of action, litigation and other rights of third parties relating to or arising out of (A) the Assumed Liabilities expressly excludeContracts, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities warranty or obligations indemnity obligation of the Company or its Affiliates in respect of products sold or services rendered on or prior to the Closing Date or claims against the Company or its Affiliates directly related to the Products which are outstanding or unpaid as transfer of the date hereof Purchased Assets as contemplated by this Agreement or connected in (B) the Excluded Assets, including, without limitation, any way with any retirement, medical, life, disability Contract that is not an Assumed Contract; (v) all accounts payable and accrued expenses of the Company or other Employee Plan its Affiliates (whether prior to or following the Closing), (vi) all Liabilities of Seller the Company or any Benefits Affiliate relating to or arising out of the Excluded Assets, including, without limitation, any Contract that is not an Assumed Contract; (vii) all Liabilities relating to or arising out of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilitiesAssumed Contracts, including any liabilities for Taxes, arising from warranty or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership indemnity obligation of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination Company or any Affiliate, right of any Contracts which are not Transferred Contracts; (iii) any refund, rights of Seller's employees hired by Buyer that accrues set off or arises as other obligations or claims, solely in respect of products sold or services rendered on or prior to the Closing Date; (viii) all Environmental Liabilities; and (ix) all Liabilities relating to or arising out of the Company’s employment of the employees of the Company or engagement of contractors by the Company or employment of employees by the Affiliates or engagement of contractors by the Affiliates, or any of Seller's including without limitation wages, commission, accrued vacation pay, performance and other agentsbonuses, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products benefits and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiesownership interests.

Excluded Liabilities. Except Notwithstanding any disclosures made to the Buyer or its agents in the conduct of their due diligence investigations of the Seller, the Business and the Purchased Assets and further notwithstanding any matters disclosed on any Schedules hereto, the Buyer shall not assume any of the liabilities of the Seller other than the Assumed Liabilities. The Buyer shall not be or become liable for any claims, demands, liabilities or obligations other than the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer is not assuming, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, Buyer shall purchase the Purchased Assets free and clear of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Sellerall Liens. Without limiting the foregoing, the Buyer shall not at the Closing assume or agree to perform, pay or discharge, and the Seller shall remain unconditionally liable for, all liabilitiesobligations, including any liabilities for Taxesand commitments, arising from fixed or related to: contingent, known or unknown, accrued or unaccrued, direct or indirect, c▇▇▇▇▇ or inchoate, perfected or unperfected, liquidated or unliquidated, of the Seller other than the Assumed Liabilities (such retained amount, the “Excluded Liabilities”), including: (i) Seller's operationsLiabilities, whenever arising or incurred, or Seller's ownership obligations and expenses relating to the current and former employees of the Products Seller or the Seller’s employment thereof, including (A) severance, termination and Acquired Assets through other payments and benefits (including post-retirement benefits), whether owing under any severance policy, any union contract, any employment agreement or otherwise to any employees of the Closing DateSeller; (B) worker’s compensation claims; (C) stock option or other stock-based award or any profit sharing, stock appreciation right or phantom equity award; and (D) payroll and employment Taxes; (ii) Seller's termination Liabilities or obligations for any Taxes imposed upon, or incurred by, either the Seller or any of their respective Affiliates at any Contracts which are not Transferred Contracts; time; (iii) Liabilities or obligations of the Seller incurred in connection with violations of, or pursuant to, occupational safety, wage, welfare, employee benefit, and/or Environmental and Safety Requirements; (iv) Liabilities and obligations of the Seller or any of Seller's employees hired by Buyer that accrues its Affiliates with respect to any claims, grievances, lawsuits, arbitrations, administrative or arises as other Proceedings arising out of an occurrence or condition prior to the Closing Date, Effective Time or attributable to the operation of the Business prior to the Effective Time; (v) Liabilities and obligations of the Seller or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or its Affiliates under any Employee Plan, whether Insurance Policies or Contracts that are not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; Assumed Contracts; (ivvi) the Products Liabilities and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of the Seller with respect to any customer or client advances and deposits; (vii) Liabilities and obligations of the Seller with respect to trade payables and accruals (including employee wages and benefits); (viii) Liabilities, obligations and expenses of the Seller with respect to the Products entered into prior transaction contemplated hereby, including liabilities, obligations and expenses with respect to the Closing DateSeller’s legal counsel, shall be Excluded accountants, and any broker or finder; (ix) Liabilities for Indebtedness of the Seller; (x) Liabilities and shall remain obligations of the responsibility Seller or any of Sellerits Affiliates under or in connection with any Proceedings or Orders; (xi) Liabilities and obligations of the Seller or any of its Affiliates under, except as otherwise specifically included within pursuant to or in connection with, any Employee Benefit Plan, including any liabilities and obligations for continuation coverage required by COBRA; and (xii) Liabilities and obligations arising out of or related to the Assumed LiabilitiesExcluded Assets.

Excluded Liabilities. Except for the Assumed Liabilities specifically set forth in Section 2.7 2.8 above, Buyer is Transferee shall not assumingassume or otherwise become responsible for, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, Transferor including any Employment Liabilities and liabilities or obligations related to the Products Acquired Assets or the Business which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "“Excluded Liabilities"”); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, the term “Excluded Liabilities” shall include all liabilitiesliabilities and other obligations of the Transferor and the Indemnifying Stockholders, including any liabilities and other obligations for Taxes, arising from or related to: (i) Seller's Transferor’s operations, whenever arising or incurred, or Seller's Transferor’s ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's Transferor’s termination of any Contracts which are not Transferred Contractsrelating to the Business or otherwise; (iii) any of Seller's employees Designated Employee hired by Buyer Transferee that accrues or arises as of or prior to the Closing Date, Date or any of Seller's Transferor’s other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including WARN Act or any similar law or statute, change of control, workers' ’ compensation, severance, salary, bonuses bonuses, COBRA benefits or other benefits or payments due under any Employee Plan, whether or not any such employees shall accept employment with Buyer Transferee in connection with the transactions contemplated hereby; (iv) the Products and any Employment Liabilities; (v) any litigation matter or threat thereof arising on or prior to the Closing Date; Date involving Transferor and any current or former customer, lessor, shareholder, officer, employee, consultant, director or affiliate thereof, (vvi) any implied indemnification obligation of Transferor to any affiliate or explicit third party (other than indemnification obligations set forth in the Transferred Contracts), (vii) any real estate lease or equipment lease, including the Lease Agreements, other than the Transferred Contracts, (viii) any guaranty or insurance policy of any type, including any life or health insurance or key man insurance policies, (ix) any sales, use and other transfer taxes, including any taxes arising from the transactions contemplated hereby, (x) any and all fees and expenses incurred by Transferor in connection with this Agreement and the transactions contemplated hereby, (xi) any Environmental Liabilities or Costs of Transferor, (xii) any Losses suffered or incurred by Transferee as a result of any Liabilities arising out of contract or warranty obligations of Seller with respect claims related to the Products entered into Transferred Contracts relating to actions or events prior to the Closing Date, shall be Excluded Liabilities (xiii) any liabilities related to the failure by Transferor to have contractors sign Forms W-9 or to issue Forms 1099 or related to misclassification of employees as contractors, (xiv) any Tax liabilities incurred by Transferor prior to the Closing, (xv) any obligations under the Transferred Contracts (including, for greater certainty and shall remain without limitation, the responsibility of SellerUnassumed Vendor Contracts and the Unassumed Customer Contracts) other than those specifically described in Schedule 1.1(yyyy), except and for greater certainty and without limitation, Transferee assumes no liabilities or obligations with respect to any accounts payable under Contracts for services, products or software accruing at or prior to the Closing Date, or (xvi) any liabilities not listed as ongoing, transferred liabilities, or that are otherwise specifically included within excluded in the Assumed LiabilitiesDisclosure Schedule.

Excluded Liabilities. Except for the Assumed Liabilities specifically set forth Buyer shall not assume, or in Section 2.7 above, Buyer is not assuming, and the Assumed Liabilities expressly exclude, any debt, liability, duty way be liable or obligationresponsible for, whether known arising by contract, tort, operation of law or unknown, fixed or contingent, of Seller including, without limitationotherwise, any liabilities or obligations related to of Seller except as specifically provided in Section 4.1 hereof. Without limiting the Products which are outstanding or unpaid as generality of the date hereof or connected in any way with any retirementforegoing, medicalBuyer shall not assume, lifethe Assumed Liabilities shall not include, disability or other Employee Plan of and Seller or any Benefits Liabilities shall retain, the following liabilities and obligations of Seller (collectively, the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any ): (a) liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership as a result of the Products and Acquired use of the Purchased Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or prior to the Closing DateEffective Time (except as otherwise specifically provided in Section 4.1); (b) all liabilities and obligations for defaults, non-performances or any of Seller's other agents, consultants, independent contractors, employees breaches by Seller occurring or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or accrued before the Effective Time under any Employee Planthe Transferred Agreements, whether or not disclosed or assigned to Buyer hereunder; (c) all liabilities and obligations for Taxes of Seller arising out of or resulting from the operation of the Purchased Business prior to the Effective Time or from the transactions provided for in this Agreement; (d) all financial obligations due to Seller or any such employees shall accept employment Affiliates of Seller other than trade obligations for product and product service purchases made by the Purchased Business from Affiliates of Seller in the ordinary course of business; (e) all liabilities, costs and obligations relating to, or arising from, recalls of products sold by, or on behalf of, Seller prior to the Effective Time; (f) except for the Transferred Benefit Plans, all employee benefits, liabilities and obligations associated with Buyer or incurred in connection with Transferred Employees arising out of their employment by Seller before the transactions contemplated herebyEffective Time; and (ivg) the Products and arising prior notwithstanding anything to the Closing Date; contrary in this Agreement, but not in limitation of the provisions of this Section 4.2, those liabilities or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiespotential liabilities set out in Schedule 4.2(g).

Excluded Liabilities. Except Seller shall remain responsible for all -------------------- liabilities, other than the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer is not assuming, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or existing prior to the Closing Daterelating or related, directly or indirectly, to any one or more of Seller's other agentsthe Acquired Assets and Seller shall also remain liable for the following liabilities whether arising or existing prior to, consultants, independent contractors, employees on or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior to following the Closing Date; or (vcollectively, the "EXCLUDED LIABILITIES"): (a) any implied or explicit warranty All obligations of Seller pursuant to or related to (i) the $16,980,000 Mississippi Hospital Equipment and Facilities Authority Hospital Revenue Bonds (▇▇▇▇▇ Memorial Hospital Project), Series 1992 A and Series 1992 B (collectively, the "BONDS"), and (ii) the notes payable described in Schedule 1.4 (the "NOTES"). (b) Liabilities, obligations and responsibilities of Seller arising from its operations or continued existence after Closing, but only to the extent the same do not relate, directly or indirectly, to any one or more of the Acquired Assets; (c) Liabilities or obligations with respect to the Products entered into ownership or operation of any assets owned or operated by Seller other than the Acquired Assets; (d) Liabilities and obligations arising from or relating to the Excluded Assets; (e) All liabilities and commitments arising out of or by reason of a transaction or event occurring prior to Closing for all of the Closing Datefollowing: suits, shall be Excluded Liabilities claims, indemnities, mortgages, contingent liabilities and shall remain the responsibility other obligations of SellerSeller (including malpractice or discrimination claims or suits whether scheduled or unscheduled); any and all investment tax credit recapture; depreciation recapture, except as otherwise specifically included within the Assumed Liabilitiesprovided in Section 1.3(c), (e), (f) or (h); and all impositions of income tax and other taxes, except as provided in Section 1.3(d), (e), (f), (g) or (h); and (f) All assets and liabilities of all employee benefit plans of Seller.

Excluded Liabilities. Except for Notwithstanding anything contained in this Agreement to the contrary, Purchaser expressly does not, and shall not, assume or agree to pay, satisfy, discharge or perform and will not be deemed by virtue of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of or in connection with the consummation of the transactions contemplated hereby or thereby, to have assumed or to have agreed to pay, satisfy, discharge or perform, any liabilities, obligations or commitments of Sellers of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed to Purchaser, other than the Assumed Liabilities specifically set forth in Section 2.7 aboveLiabilities. Sellers will retain all liabilities and obligations of the Sellers, Buyer is not assuming, and other than the Assumed Liabilities expressly excludeLiabilities, including but not limited to, the obligation to assume, perform, satisfy or pay any liability, obligation, agreement, debt, liabilitycharge, duty claim, judgment or obligation, whether known expense incurred by or unknown, fixed or contingent, of asserted against Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding taxes, environmental matters, pension or unpaid as retirement plans or trusts, profit-sharing plans, employment contracts, employee benefits, severance of the date hereof employees, product liability or connected in any way with any retirementwarranty, medicalnegligence, lifecontract breach or default, disability or other Employee Plan obligations, claims or judgments asserted against Purchaser as successor in interest to Sellers, regardless of whether any such matters are disclosed on the Seller or any Benefits Liabilities of Seller Disclosure Letter hereto (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the generality of the foregoing, all liabilitiesthe Purchaser shall not assume, including and the Sellers, shall remain responsible for the following: (a) any liabilities for Taxesor obligations (whether absolute, arising from or related to: (i) Seller's operations, whenever arising or incurredcontingent, or Seller's ownership otherwise) which accrue with respect to the Assets or Sellers' operation of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of Business on or prior to the Closing Date, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; ; (iv) the Products and arising prior to the Closing Date; or (vb) any implied liability or explicit warranty obligation of the Sellers for any Taxes of any kind (except for any Taxes subject to proration under Section 1.7 for which Purchaser received a credit against the Purchase Price); (c) any liabilities or obligations of Seller which accrue with respect to the Products entered into prior to Excluded Assets, whether before, on or after the Closing Date, shall be Excluded Liabilities ; (d) any liability or obligation in respect of any Employee Benefit Plan or any other Seller Plan; (e) any liabilities or obligations of the Sellers arising under the Worker Adjustment and shall remain Retraining Notification Act or similar state law ("WARN"); and (f) any liabilities and obligations of the responsibility Sellers arising under Section 4980B of Seller, except as otherwise specifically included within the Assumed LiabilitiesCode ("COBRA") or similar state law.

Excluded Liabilities. Except for the Assumed Liabilities specifically set forth in Section 2.7 aboveLiabilities, Buyer is Purchaser shall not assumingassume and shall not be responsible to pay, perform or discharge any liabilities or obligations of Seller of any kind, whether or not related to the Business (all such liabilities and obligations other than the Assumed Liabilities, the “Excluded Liabilities”). The Excluded Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller includinginclude, without limitation, the following: (a) any liabilities or obligations arising out of, relating to or beginning under Seller’s ownership or operation of the Business and the Purchased Assets through the Closing Date that are not expressly included as Assumed Liabilities; (b) any liabilities or obligations relating to or arising out of the Excluded Assets; (c) any liabilities or obligations for Taxes of Seller (other than Taxes allocated to Purchaser under Section 6.13) for any taxable period; (d) except as specifically provided in Section 6.04, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller relating to or any Benefits Liabilities arising out of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurredthe employment, or Seller's ownership termination of employment, of any Employee on or prior to the Products and Acquired Assets through the Closing Date; Closing, (ii) Seller's termination workers’ compensation claims of any Contracts Employee which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or relate to events occurring prior to the Closing Date, (iii) liabilities and obligations under any Benefit Plan, and (iv) any Person who is not a Transferred Employee; (e) all liabilities and obligations for Indebtedness, as well as the Excluded A/P; (f) any inter-company liabilities or obligations between Seller and any of its Affiliates or between any of their respective divisions; (g) any liabilities or obligations of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; and (h) any liabilities or obligations to Imperial Capital, LLC or any other broker, finder or investment banker engaged by Seller or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer its Affiliates in connection with the transactions contemplated hereby; (iv) the Products and arising prior to the Closing Date; by this Agreement or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiesother Transaction Document.

Excluded Liabilities. Except for the Assumed those Liabilities specifically set forth in Section 2.7 aboveexpressly transferred herein, Buyer is not assumingTeraGlobal will retain, and the Assumed Liabilities expressly excludeshall continue to be obligated to perform and discharge all other liabilities, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, including without limitation: (a) All liabilities and obligations under contracts, any written or oral, which are not listed on Schedule 1.1(d) of this Agreement, including but not limited to liabilities or obligations related relating to the Products any leases for real property which are outstanding or unpaid not occupied by TeraGlobal as of the date hereof hereof. (b) Any liabilities or connected obligations owed to marketing service providers that are no longer performing marketing services for TeraGlobal, including the Bacon’s Information, Inc., Gartner Group, IDG World Expo, Stoorza Communications, Inc., and Xplain Corporation, Inc. (c) Any liabilities or obligations owed to communication service providers that are not currently providing services to TeraGlobal, including AT&T Conferencing, Broadwing Communications, Cachenet, and Rhythms Network. (d) Any liabilities or obligations owing to the NASD or NASDAQ or because of the listing of TeraGlobal’s shares on the OTC Bulletin Board maintained by the NASD or to NASDAQ stock market. (e) Any liabilities or obligations arising out of pending or threatened litigation against TeraGlobal, including liabilities arising out of the U.S. Attorney Investigation into the securities offering conducted by TechnoVision Communications, Inc. (f) Any liabilities arising our of or resulting from or in any way with any retirementrelated to the registration of TeraGlobal’s common stock under the Securities Act of 1933, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilitiesas amended, including but not limited to any liabilities for Taxesto stockholders of TeraGlobal. (g) Any and all contingent or unknown claims, debts, obligations or liabilities and any liabilities of TeraGlobal arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of after the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or prior to the Closing Date, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiesdate hereof.

Excluded Liabilities. Except Notwithstanding anything in Section 2.3 above to the contrary, except for the Assumed Liabilities specifically set forth in Section 2.7 aboveLiabilities, Buyer is the Purchaser shall not assumingassume, and shall have no liability or obligation whatsoever, at any time, for any Liabilities arising from the Assumed Liabilities expressly excludeoperation of, or any debtact or omission occurring in respect of, liability, duty the Business or obligation, whether known or unknown, fixed or contingent, the ownership of Seller including, without limitation, any liabilities or obligations related the Transferred Assets prior to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirementEffective Time (collectively, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded LiabilitiesEXCLUDED LIABILITIES"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, the following shall be Excluded Liabilities: (a) all liabilitiesLiabilities of the Seller under Contracts that are not listed on Schedule 2.1(g) or, including any liabilities for Taxeswith respect to Contracts listed on Schedule 2.1(g), arising from or related to: that are (i) Seller's operations, whenever arising not validly assigned to the Purchaser or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) according to the terms of such Contracts, relate to periods prior to the Effective Time or are to be paid, performed or ratified prior to the Effective Time; (b) all Liabilities for Damages to persons or property arising out of alleged defects in products of the Business manufactured in the Business prior to the Effective Time; provided, however, that where the allegedly defective products were manufactured in part before the Effective Time and in part after the Effective Time, such Liabilities that arise out of defects attributable to the manufacturing performed prior to the Effective Time shall be Excluded Liabilities; (c) all Liabilities relating to the Excluded Assets; (d) all Liabilities with respect to the Seller's termination employees, former and retired employees and their dependents for, including without limitation, Liabilities for wages, salaries, sick days, individual or group life or health insurance or benefits, property damage or personal injury claims including workers' compensation claims or proceedings, discrimination claims or proceedings, benefits or severance or other Liabilities relating to employment with the Seller or in connection with any accident or incident while employed by the Seller, except for any continuation coverage under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") arising on or after the Closing Date under any Contracts Assumed Plan that is a group health plan; (e) all Liabilities under, or directly or indirectly relating to, any Plans maintained by the Seller with respect to its employees, former and retired employees and their dependents, whether or not identified on Schedule 4.15 attached hereto, except for Liabilities attributable to the period on and after the Closing Date as to any Assumed Plan; (f) all Liabilities of Seller for any Taxes including Taxes for which are not Transferred Contracts; (iii) any the Seller is liable or that relate to the operation of Seller's employees hired by Buyer that accrues or arises as of or the Business prior to the Closing DateDate or which are incurred by the Seller as a result of the transfer of assets contemplated hereby; (g) all Liabilities of the Seller under any collective bargaining, non-competition, consulting, employment or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer similar agreement; (h) all Liabilities for expenses incurred by the Seller in connection with or resulting from or attributable to the transactions contemplated by this Agreement; (i) all Liabilities for any investment banking, brokerage or similar charge or commission payable or incurred by the Seller in connection with this Agreement or the transactions contemplated hereby; ; (ivj) all Liabilities with respect to all Actions that relate to the Products and arising conduct of the Business prior to the Closing Date; Effective Time. (k) all Liabilities arising out of activities undertaken by, or omissions of, the Seller subsequent to the Effective Time; (l) all Liabilities giving rise to a Permitted Lien prior to the Effective Time of the type included in clauses (i) or (vii) of the definition of Permitted Liens; (m) all Liabilities under any implied or explicit warranty obligations lease of Seller with respect to personal property if the Products entered into prior to property covered thereby is not located on the Real Property on the Closing Date, shall be Excluded is not otherwise included in the Transferred Assets or is not made available on the Closing Date for the exclusive use of the Purchaser as contemplated by this Agreement; (n) all Liabilities for all Plans of the Seller and shall remain the responsibility of Sellerall Liabilities with respect thereto, except as specifically provided in Section 10.1(b). (o) all Liabilities of the Seller related to any and all amounts claimed by Alliedsignal, Inc. to be owing to it, related to raw materials purchased by the Seller for use in manufacturing products for Homelite, currently estimated to be approximately $37,000; (p) all Liabilities under any Environmental Law to treat, remove, remediate, dispose of or manage any Hazardous Materials that were released, as such term is defined in CERCLA, on, in, under, about or from the Real Property prior to the Effective Time; and all Liabilities for claims (whether asserted in common law or under statute and regardless of form, including strict liability and negligence) arising out of or in respect of Hazardous Materials (i) that were present or stored on the Real Property in compliance with applicable Environmental Laws prior to the Effective Time and which were shipped, transferred, removed, released, disposed of, arranged for disposal, or otherwise specifically transported off the Real Property prior to the Effective Time or (ii) that were released on, in, under, about or from the Real Property prior to the Effective Time; and (q) all Liabilities not included within in the Assumed Liabilities.

Excluded Liabilities. Except for the Assumed Liabilities specifically set forth in Section 2.7 aboveLiabilities, Buyer is shall not assumingbe liable or obligated for any of Seller’s past, present or future Liabilities (such Liabilities that are not Assumed Liabilities, collectively, the “Excluded Liabilities”) and nothing in this Agreement shall be construed in any manner to constitute an assumption by Buyer of any such Excluded Liability of Seller; provided that, for the Assumed Liabilities expressly excludeavoidance of doubt, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as extent that any Liabilities arise out of Buyer’s operation of the date hereof or connected in any way with any retirementBusiness after Closing, medical, life, disability or other Employee Plan of Seller or any Benefits such Liabilities of Seller (the "will not be considered Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan . Seller shall retain and pay and perform when due all Excluded Liabilities or other Benefits Liabilities pursuant which Seller is obligated to separate written agreements between Buyer pay and Sellersatisfy. Without limiting the generality of the foregoing, all liabilitiesthe Excluded Liabilities shall include the following Liabilities (to the extent not an Assumed Liability): (a) All Liabilities for products or services marketed, including sold, provided, licensed or distributed by Seller at any liabilities for Taxestime prior to, arising from on or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through after the Closing Date; (ii) b)all Liabilities for claims arising out of or relating to Seller's termination of ’s employment relationship with any Contracts which are not Transferred Contracts; (iii) any employees of Seller's employees hired by Buyer that accrues or arises as of or prior to the Closing Date, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not hired by Buyer, including any such employees shall accept employment with Buyer in connection with the transactions contemplated herebyunemployment compensation claims, worker’s compensation claims and claims for race, age, sex and other forms of discrimination and harassment; (iv) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilities.15

Excluded Liabilities. Except Notwithstanding any provision hereof to the contrary, Purchaser shall not assume nor otherwise be responsible for any of the liabilities and obligations of Seller other than the Assumed Liabilities specifically (the “Excluded Liabilities”), which Excluded Liabilities shall remain the responsibility and obligation of Seller, and shall not be assumed by Purchaser. Without limiting the generality of the foregoing, Excluded Liabilities shall include: (i) Any liabilities for legal, accounting, audit and investment banking fees, and any other fees or expenses incurred by Seller in connection with the negotiation and preparation of this Agreement and the sale of the Purchased Assets to Purchaser; (ii) Any liabilities of Seller for Taxes, but subject to the prorations and adjustments set forth herein; (iii) Any liabilities relating to Excluded Assets; (iv) Any liabilities relating to pending litigation; (v) All of Seller’s indebtedness or accounts payable which arose prior to the date of Closing; and (vi) Except as expressly provided in Section 2.7 abovethis Agreement, Buyer is not assuming(i) any liabilities, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, back pay or fringe benefits of Seller’s Employees or any liabilities obligation under the Benefit Plans, fines, penalties, attorney’s fees and costs or obligations related other liabilities, including, without limitation, WARN liabilities, relating to the Products which are outstanding or unpaid Seller’s Employees (as of the date hereof or connected in any way with any retirementdefined below), medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; dispute with any labor organizations, or (iii) any dispute or cost liability relating thereto, with any past or present employee of Seller's employees hired by Buyer that accrues or arises as of Seller arising on or prior to the Closing Date, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilities.

Excluded Liabilities. Except for Other than the Assumed Liabilities specifically set forth in Section 2.7 aboveLiabilities, Buyer is the Purchaser shall not assumingassume and shall not be responsible to pay, and the Assumed Liabilities expressly exclude, perform or discharge any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilitiesclaims, including any liabilities for TaxesTax Liabilities, employment claims, or civil Liabilities associated with the Purchased Assets, the Excluded Assets, the Vendors, the Vendors’ Clinics, the Medspa Clinics or anything else associated with the Vendors’ Clinics, the Medspa Clinics or the Purchased Assets incurred before the Closing Date (the “Excluded Liabilities”). For clarity, the Excluded Liabilities include: (a) any Liabilities of the Vendors’ Clinics or the Vendors other than those items set out in Section 2.3 (Assumed Liabilities); (b) all claims or litigation threatened or initiated against the Vendors; (c) the Wal-Mart Security and the Wal-Mart Debt; (d) any debts, loans, Taxes owing or credit facilities with respect to the Vendors or the Vendors’ Clinics, including amounts owing to landlords of the Assigned Leases; (e) any obligation to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Vendors; (f) any obligations relating to deferred revenue of the Vendors or the Medspa Clinics arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through patients’ prepayments for services not performed before the Closing Date; and (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iiig) any Liabilities arising from the employment with the Vendors of Seller's employees hired by Buyer that accrues the Non-Transferring Employees, including any Liabilities with respect to notice of termination (or arises as of pay in lieu thereof), severance, vacation, or similar entitlements, both common law and statutory (collectively, the “Severance Obligations”) whether arising prior to or after the Closing Date, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilities.

Excluded Liabilities. Except for the Assumed Liabilities specifically set forth in Section 2.7 2.2 above, Buyer is shall not assumingassume or otherwise become responsible for, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, including any Benefits Liabilities and liabilities or obligations related to the Products Acquired Assets or the Business which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, the term "Excluded Liabilities" shall include all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contractsrelating to the Business or otherwise; (iii) any of Seller's employees Designated Employee hired by Buyer that accrues or arises as of or prior to the Closing DateDate (other than Accrued Vacation Pay and the obligations of Parent pursuant to Parent's written offers of employment referenced in Section 5.9), or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including WARN Act, change of control, workers' compensation, severance, salary, bonuses bonuses, COBRA benefits or other benefits or payments due under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and any Benefits Liabilities; (v) any litigation matter or threat thereof arising on or prior to the Closing Date; Date involving Seller and any current or former customer, lessor, shareholder, officer, employee, consultant, director or affiliate thereof, including Rasner v. Vari-L Company, Inc., Civ. No. 00-S-1181, D. Colo., and all ▇▇▇▇▇▇, ▇▇▇▇▇▇es and causes of action among Seller and Joseph H. Kiser, JC Enterprises, David G. Sherman, Jon C. Clark and De▇▇▇ ▇. ▇▇i▇▇▇, (▇▇) any indemnifi▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇n ▇▇ ▇▇▇▇▇▇ ▇▇ any ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇ird party (other than indemnification obligations set forth in the Transferred Contracts), (vii) any real estate lease or equipment lease, including the Lease Agreements, other than as contemplated under the Real Property Subleases, (viii) Seller's Retained Environmental Liabilities, (ix) any guaranty or insurance policy of any type, including any life or health insurance or key man insurance policies on Joseph Kiser or any other Person, (x) any sales, use and other transfe▇ ▇▇▇▇▇, ▇▇▇luding any taxes arising from the transactions contemplated hereby (except as otherwise provided in Section 2.8 hereof), (xi) any and all fees and expenses incurred by Seller in connection with this Agreement and the transactions contemplated hereby, (xii) any Tax liabilities incurred by Seller prior to the Closing, (xiii) the Asvan Payment (as defined in Section 5.27 hereof), or (vxiv) any implied or explicit warranty obligations the shareholder derivative action (Case No. 00-CV-6001) filed, purportedly on behalf of Seller the Seller, in District Court, City and County of Denver against Joseph Kiser, David ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇ooher, Da▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ll▇, ▇▇▇ ▇▇im ▇▇▇ ▇▇▇ ▇▇▇le▇, ▇▇▇ ▇▇▇▇▇l ▇▇▇▇▇ ▇▇ ▇▇▇ ▇er▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇f ▇▇▇▇ ▇▇▇ Colorado Court of Appeals with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiessame (Case No. 02-CA-1901) or any related proceeding.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilities specifically set forth contrary contained in Section 2.7 abovethis Agreement, Buyer is the Schedules hereto or any other Closing Document, the Purchaser does not assumingand will not assume or agree to pay, satisfy, discharge or perform, and shall not be deemed by virtue of the Assumed Liabilities expressly excludeexecution and delivery of this Agreement or any other Closing Document, or as a result of the consummation of the transactions contemplated by this Agreement, any debtClosing or otherwise to have assumed, liabilityor to have agreed to pay, duty satisfy, discharge or obligationperform any of the Excluded Liabilities. The term “Excluded Liabilities,” as used herein, shall mean any and all liabilities, claims, obligations, expenses or damages, whether known or unknown, fixed contingent or contingentabsolute, of Seller includingnamed or unnamed, without limitationdisputed or undisputed, any liabilities legal or obligations related to the Products equitable, determined or indeterminable, or liquidated or unliquidated: (1) which are outstanding or unpaid as not Assumed Liabilities; (2) if an Assumed Liability, in an amount which exceeds the amount of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Sellersuch Assumed Liability listed on Schedule 3.1. Without limiting the generality of the foregoing, the Seller acknowledges and agrees that any and all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership Liabilities of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues Seller arising under or arises as of or prior to the Closing Date, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing DateShareholder Debt constitute Excluded Liabilities. The term “Liability,” as used in this Agreement, shall be Excluded Liabilities mean any and shall remain the responsibility of Sellerall liabilities, except as otherwise specifically included within the Assumed Liabilitiesclaims, obligations, expenses or damages, whether known or unknown, contingent or absolute, named or unnamed, disputed or undisputed, legal or equitable, determined or indeterminable, or liquidated or unliquidated.

Excluded Liabilities. Except for Notwithstanding Buyer's desire to acquire, indirectly by virtue of Buyer's purchase of the Assumed Liabilities specifically set forth in Section 2.7 aboveShares, Buyer is not assumingthe Business, as a going concern, and the Assumed Liabilities expressly excludeAssets, any debtand Sellers’ desire to sell, liabilityindirectly by virtue of the sale of the Shares to Buyer, duty the Business, as a going concern, and there are certain liabilities of the Company that exist on or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related relate to the Products period prior to the Closing Date that Buyer does not accept responsibility for, which are outstanding Buyer shall be indemnified by Sellers from and against subject to the terms of Section 14. Accordingly, in respect of such matters, Sellers agree with Buyer that Buyer will not accept responsibility for, and Sellers will exercise commercially reasonable efforts to cause the Company to pay or unpaid otherwise satisfy the following debts and liabilities in existence as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller Closing Date (the "Excluded Liabilities"); it being expressly understood that ): (1) all obligations of any kind owed by the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities Company arising from, in respect of, or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or otherwise related to: (i) Seller's operations, whenever arising any Litigation against or incurredaffecting the Company, the Business, the Assets, or Seller's ownership of the Products and Acquired Assets through Sellers that has been commenced prior to the Closing Date; Date or that is commenced after the Closing Date but arises out of actions or events (iiother than breach of warranty claims arising out of work performed by the Company before Closing); (2) Seller's termination all breach of any Contracts which are not Transferred Contracts; (iii) any warranty claims arising out of Seller's employees hired work performed by Buyer that accrues or arises as of or the Company prior to the Closing Date, including, but without limitation, all attorneys' fees and expenses, court costs, other costs and expenses, and all losses, claims, obligations, demands, assessments, penalties, fines, forfeitures, liabilities, costs, and damages arising from, in respect of, or otherwise related to such Litigation, but excluding all breach of warranty or breach of contract claims under the Assumed Contracts. (3) all liabilities and obligations of the Company to any current or former shareholder, director, or officer of Seller's other agentsthe Company or to any affiliate of the Company (including the Company’s “inter-company payables”); (4) all attorneys', brokers', consultants' or other advisors' fees and expenses, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer and other out-of-pocket costs incurred by the Sellers in connection with the transactions contemplated herebyTransaction, regardless of when incurred; (5) liquidated damages imposed on the Company for the Pearl City Wells pump contract that is in excess of the $233,694.83 Accounts Receivable allowance already set up to cover such damages; and (iv) the Products and arising prior to the Closing Date; or (v6) any implied or explicit warranty obligations cost to drill the Makai Monitoring Well (Well No. 12 Settlement) in excess of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilities$200,000.

Excluded Liabilities. Except for the Assumed Liabilities as specifically set forth in Section 2.7 above1.03, the Buyer is does not assumingand shall not assume or agree to assume, and the Assumed Liabilities expressly excludeshall not acquire or take over, any debtliabilities and obligations of the Sellers and the Key Employees of any nature, liabilitydirect, duty contingent or obligationotherwise including, without limitation, the following (the "Excluded Liabilities"): (i) any liabilities or obligations of Sellers or the Key Employees including any liability or obligation directly or indirectly arising out of or relating to the operation of the Business or ownership of the Acquired Assets prior to the Effective Time (as defined below), whether contingent or otherwise, fixed or absolute, known or unknown, fixed matured or contingentunmatured, present, future or otherwise, (ii) any amounts due to the Sellers' employees that are earned or accrued up to the Effective Time including, without limitation, accrued payroll, salary, commissions, expenses, vacation and sick pay, bonuses, medical, health, pension, worker's compensation, deferred compensation, severance and other benefits relating to their employment and (other than any obligation of Seller Buyer arising under Sections 5.02(a), (b) and (c)) any future amounts due to the Sellers' employees who are not hired by Buyer, (iii) any taxes arising in connection with the transaction contemplated herein including, without limitation, income, sales, and transfer taxes, except as otherwise provided in Section 1.13, and, except for taxes owed by the Buyer as a result of its use and operation of the Assets from and after the Effective Time, any income taxes (other than income taxes based upon or measured by the Buyer's net income) or charges or imposts of any kind relating to or arising out of the transaction contemplated by this Agreement. (iv) except as provided in Section 1.03(c) as it relates to customers, any obligation or liability to any present or former customer or supplier of the Sellers or the Key Employees that arose prior to the Effective Time, (v) any obligation or liability of the Sellers or the Key Employees with respect to product liability claims on account of personal injury arising out of any injury caused by any product sold or rented by the Sellers prior to the Effective Time, (vi) except as provided in Sections 1.03(c) and (d), any obligation or liability of the Sellers with respect to any warranty claims involving any of the products manufactured, marketed, sold, or distributed by the Sellers prior to the Effective Time, (vii) except as provided in Sections 1.03(c) and (d), any liability or obligation or related expense arising out of, pursuant to, or in connection with any claim, suit, action, arbitration, audit, hearing, investigation or litigation (whether civil, criminal, administrative, investigative, or informal, at law or in equity) (each a "Claim" and collectively, "Claims") involving the Sellers or the Key Employees or any employee of the Sellers or any products manufactured, marketed, sold, rented or distributed on or prior to the Effective Time or any services provided or failed to be provided on or before the Effective Time, regardless of whether any such Claim is made, brought or commenced prior to or after the Effective Time, (viii) any obligation or liability of the Sellers or the Key Employees that is incurred or arises after the Effective Time, except for the Assumed Liabilities, (ix) any obligation of the Sellers or the Key Employees for state, local, foreign or federal Taxes including, without limitation, any obligation for franchise, property, sales, unitary business, capital stock or income taxes (including, without limitation, deferred taxes), (x) any liabilities of the Sellers under any Environmental Law (as hereinafter defined) attributable to any conditions or activities prior to the Effective Time, (xi) any liabilities of the Sellers and the Key Employees with respect to any distribution or similar agreements (collectively, the "Distribution Agreements") arising prior to the Effective Time, (xii) any liabilities or obligations related of Sellers or the Key Employees, contingent or otherwise, for any indebtedness of Sellers, (xiii) any obligations of Sellers or the Key Employees for expenses or fees incident to the Products which are outstanding or unpaid as arising out of the date hereof negotiation, preparation, approval or connected in any way with any retirement, medical, life, disability authorization of this Agreement or other Employee Plan the consummation of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or prior to the Closing Date, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; , including, without limitation, all attorneys and accountants fees and all brokers or finders fees or commissions payable by Sellers or the Key Employees, (ivxiv) any liability or obligation of Sellers or the Products Key Employees to any of the legal entities identified in Section 1.02(b), (c), (d), (e), (f), (g) and arising prior (h) and to any party under common control with, or controlled by the Sellers, (xv) any liability or obligation of Sellers or the Key Employees existing as a result of any act, failure to act or other state of facts or occurrence which constitutes a breach or violation of any of Sellers' or the Key Employees' representations, warranties, covenants or agreements contained in this Agreement, (xvi) any obligation or liabilities of Sellers to indemnify any of their officers, directors, employees or agents, (xvii) any liability or obligation in respect of the Fabrication Business or the Excluded Assets, (xviii) any liability or obligation on the Closing DateStatement and not expressly assumed by the Buyer pursuant to Section 1.03 hereof; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilities.and

Excluded Liabilities. Except for the The Assumed Liabilities specifically set forth in Section 2.7 above, Buyer is shall not assuminginclude, and the Assumed Liabilities expressly excludein no event shall Buyer assume, agree to pay, discharge or satisfy any debt, liability, duty liability or obligation, whether known obligation hereunder or unknown, fixed otherwise have any responsibility for any liability or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities obligation of Seller (the "“Excluded Liabilities"”): (a) shown in the Seller Financial Statements and the Seller Additional Interim Financial Statements (each as defined below); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility ; (b) for Employee Plan Liabilities all accounts payable, costs, expenses, liabilities or any other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever obligations of Seller arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or incurred prior to the Closing Date, except to the extent any such costs, expenses, liabilities or other obligations relate to Seller’s obligations under Assumed Contracts that are required to be performed after the Closing Date; (c) for any governmental fees and taxes even if payment is required after the Closing Date, except for any governmental fees or taxes relating to the Purchased Assets arising after the Closing Date; (d) pertaining to any Excluded Asset; (e) relating to, resulting from or arising out of Seller's other agents’s employment, consultants, independent contractors, employees engagement or former termination of its employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses consultants and directors; or (f) arising or under any Employee Plan, whether or not any such employees shall accept employment with Buyer incurred in connection with the transactions contemplated hereby; (iv) negotiation, preparation and execution hereof and the Products Contemplated Transactions and arising prior to any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Seller. Such Excluded Liabilities shall include all claims, actions, litigation and shall remain proceedings relating to any or all of the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiesforegoing and all costs and expenses in connection therewith.

Excluded Liabilities. Except for the Seller shall retain and shall hereafter pay, perform, satisfy and discharge when due, all Liabilities other than Assumed Liabilities specifically set forth in Section 2.7 above, Buyer is not assumingLiabilities, and the Assumed Liabilities Buyer does not assume, and expressly excludedisclaims responsibility for, any debtdebts, liabilityliabilities, duty obligations or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan commitments of Seller or any Benefits other party of any kind or nature whatsoever with respect to the Transferred Assets arising, incurred or accruing on, before the Closing, except Assumed Liabilities of Seller which Buyer specifically assumes under this Agreement (the "“Excluded Liabilities"”); it being expressly understood that . Excluded Liabilities shall include, but not be limited to, the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: following: (i) Seller's operations, whenever all Liabilities relating to or arising or incurred, or Seller's ownership out of the Products and Acquired Excluded Assets through other than the Assumed Liabilities; (ii) all Liabilities arising out of any transaction or obligation incurred by Seller on or after the Closing Date, except for Liabilities arising out of or related to the Transferred Assets for the period following the Closing Date; ​ (iiiii) Seller's termination All obligations and liability to any of its current or former employees, including but not limited to, employee salaries, benefits, accrued and unpaid vacation related to the period on or before the Closing Date; (iv) all liabilities and obligations for taxes of any Contracts kind, including without limitation, Federal, state and local taxes, income, sales and use, ad valorem duties and assessments, FICA, contributions and profit sharing deductions relating to the Transferred Assets on or before the Closing Date, (except for Transfer Taxes which are not Transferred Contractsshall be paid pursuant to Section 12.2); and (iiiv) any of Seller's employees hired by Buyer that accrues ’s expenses or arises as fees incident to or arising out of the negotiation, preparation, approval or prior to authorization of this Agreement and the Closing Date, or any consummation of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed LiabilitiesTransaction.

Excluded Liabilities. Except Notwithstanding any other provision of this Agreement, and except for the Assumed Liabilities specifically set forth specified in Section 2.7 above2.3, Seller shall remain responsible for and Buyer is shall not assuming, and the Assumed Liabilities expressly exclude, assume any debt, liability, duty liabilities or obligationobligations, whether fixed or contingent, known or unknown, matured or unmatured, executory or non-executory, whether such liability or obligations arise out of occurrences prior to, at or after the date hereof, including without limitation the following (collectively, the "EXCLUDED LIABILITIES"): (i) Liabilities (other than those arising under the Acquired Contracts) not reflected on the Financial Statements of Seller at the Closing Date whether fixed or contingent, known or unknown, matured or unmatured, executory or non-executory, whether such liability arises out of occurrences prior to or after the Closing; (ii) All liabilities and obligations of Seller, Partners, and Shareholders under this Agreement or with respect to or arising out of the consummation of the transactions contemplated by this Agreement; (iii) All liabilities and obligations of Seller for Seller's, Partners', and Shareholders' fees and expenses and taxes incurred by Seller in connection with, relating to, or arising out of the consummation of the transactions contemplated by this Agreement, except as specifically contemplated herein; (iv) All liabilities of Seller owed to Partners, Shareholders or any of their affiliates including, but not limited to, all liabilities of Seller to repay loans or advances owed to Partners, Shareholders or any affiliate of either, it being understood that the Asset Value of Seller used in calculating the Purchase Price will, among other things, include the assets represented by prepaid expenses and deposits in respect of the New Projects and Other Projects which have been loaned or advanced by the Shareholders, without limitationdeduction for such loans or advances as liabilities of Seller, and that any such loans or advances shall be repaid, if at all, from Seller's proceeds of the Purchase Price after Closing. (A) Any liabilities, obligations or expenses for Taxes (including property taxes for property of Seller closed prior to the Closing Date, but not including property taxes for property of Seller which has not closed prior to such Date) of the Seller (regardless of when incurred) or of any other person (regardless of when incurred) under Treas. Reg. 1502-6 (or any similar provision of state, local, or foreign law) as a transferee or successor, by contract or otherwise; (B) any liabilities or obligations or expenses of the Seller related to pending or threatened litigation against Seller or otherwise related to the Products which are outstanding business or unpaid Acquired Assets as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilitiesClosing Date, including any liabilities for Taxes, liability on obligations arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership out of the Products and Acquired Assets through occurrences prior to the Closing Date; (iiC) any liabilities, obligations, or expenses arising from or relating to or consisting of any lien, encumbrance or claim affecting the title to the Acquired Assets, other than Permitted Liens; (D) any liabilities, obligations, or expenses under any land contracts arising or relating to the period prior to the Closing Date except for liabilities, obligations or expenses related to the Acquired Contracts; (E) any liabilities, obligations or expenses relating to any environmental matter or condition; and (F) any liability or obligation to or in respect of any employees or former employees of Seller, including without limitation (1) any employment agreement, whether or not written, between Seller and any person, (2) any liability under any employee plan at any time maintained, contributed to or required to be contributed to by or with respect to Seller or under which Seller may incur liability, or any contributions, benefits or liabilities therefor, or any liability with respect to Seller's withdrawal or partial withdrawal from or termination of any Contracts which are not Transferred Contracts; employee plan, or (iii3) any claim of Selleran unfair labor practice, or any claim under any state unemployment compensation or worker's employees hired by Buyer that accrues compensation law or arises as of regulation or under any federal or state employment discrimination law or regulation, which shall have been asserted on or prior to the Closing Date or is based on acts or omissions which occurred on or prior to the Closing Date, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, . Anything contained in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior this Agreement to the Closing Date; or (v) any implied or explicit warranty obligations of contrary notwithstanding, Seller with respect to shall remain responsible for and Buyer shall not assume the Products entered into prior to Excluded Liabilities which Excluded Liabilities shall at and after the Closing Date, shall be Excluded Liabilities and shall remain the exclusive responsibility of Seller, except as Partners, and Shareholders. Seller, Partners, and Shareholders shall discharge all Excluded Liabilities and, without limitation of the foregoing, if Seller or Partners shall liquidate, dissolve, or wind-up after the Closing, Seller or Partners shall pay, post security for, or otherwise specifically included within make provision for all such liabilities to the Assumed Liabilitiesreasonable satisfaction of Buyer.

Excluded Liabilities. Except for Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume and shall not be obligated to assume or be obliged to pay, perform or otherwise discharge any Liability of, or Liability against, Sellers, Sellers’ Subsidiaries, the Business or the Acquired Assets, of any kind or nature, whether or not direct or indirect, and Sellers shall be solely and exclusively liable with respect to all Liabilities of Sellers, other than the Assumed Liabilities specifically (such Liabilities other than Assumed Liabilities, collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include each of the following Liabilities of Sellers and Sellers’ Subsidiaries, except to the extent they are set forth in Sections 2.3(a)-(m): (a) all Liabilities with respect to any Taxes that are not expressly assumed by the Buyer pursuant to Section 2.3(k); (b) all Liabilities with respect to Actions and Proceedings pending on or before the Closing Date or to the extent against or giving rise to Liability against the Business or the Acquired Assets prior to the Closing Date even if instituted after the Closing Date other than the Acquired Actions; (c) all Liabilities to any owner or former owner of capital stock or warrants with respect to such capital stock or warrants, holder of Indebtedness for borrowed money, or current or former officer or director of, in each case, any Seller or Subsidiary of any Seller in such capacities; (d) except as expressly provided herein, all Liabilities with respect to any Excluded Asset, including any and all Collective Bargaining Agreements, Excluded Benefit Plans and liabilities in respect of the benefit plans, programs and arrangements of any ERISA Affiliate; (e) all Liabilities under any futures contracts, options on futures, swap agreements or forward sale agreements; (f) other than Trade Payables and the Estate Retained Professional Fees Trust Amount, all Liabilities for: (i) costs and expenses incurred or owed in connection with the administration of the Bankruptcy Case (including all Estate Retained Professional Fees); and (ii) all costs and expenses incurred by Sellers in connection with the negotiation, execution and consummation of the transactions contemplated under this Agreement; (g) except as set forth in Section 2.7 above2.3(d), Buyer is not assuming, all workers’ compensation claims and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations occupational health claims related to the Products which are outstanding Acquired Assets, including and with respect to Buyer Employees and former employees of Sellers who worked or unpaid as who were employed at the Acquired Assets; (h) any Liability or other obligations of Sellers or any ERISA Affiliate arising under, relating to or with respect to any multiemployer pension plan, single employer pension plan or Multiemployer Plan; (i) except for the date hereof Assumed Benefits, all Liabilities with respect to Employees, or connected in former Employees, or both (or their representatives or beneficiaries) or employees of any way ERISA Affiliate, for any action or inaction of any Seller (or any predecessor of any Seller) occurring prior to or on the Closing Date, including with respect to vacation, payroll, sick leave, unemployment benefits, retirement benefits, pension benefits, employee stock option, equity compensation, employee stock purchase, or profit sharing plans, health care and other welfare plans or benefits (including COBRA or the Coal Act), or any other employee plans or arrangements or benefits or other compensation of any kind to any employee, including under any Excluded Benefit Plan or benefit plans, programs and arrangements of an ERISA Affiliate, and Liabilities of Sellers and their predecessors pursuant to the WARN Act; (j) except for the Assumed Benefits, any Liability arising under any employment agreement, Collective Bargaining Agreement or arrangement, severance, retention or termination agreement or other similar arrangement with any retirementemployee, medicalconsultant or contractor (or its representatives) of any Seller; (k) all Liabilities (other than Assumed Liabilities) accruing, lifearising out of, disability or other Employee Plan relating to any federal, state or local investigations of any Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities Employee, agents, vendors or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination representatives of any Contracts which are not Transferred Contracts; (iii) any Seller arising out of Seller's employees hired by Buyer that accrues or arises as of or actions prior to the Closing Date(other than rights of setoff and recoupment claims); and (l) except as set forth in Section 2.3(m), (i) if the ▇▇▇▇▇▇ ▇▇▇▇ Election or the Pre-Closing ▇▇▇▇▇▇ ▇▇▇▇ Election is made or if the ▇▇▇▇▇▇ ▇▇▇▇ Assets are sold to a Successful Bidder (other than the Buyer or a Buyer Designee), Liabilities to the extent related to the ▇▇▇▇▇▇ ▇▇▇▇ Assets, (ii) if the Blue Creek Assets are sold to a Successful Bidder (other than the Buyer or a Buyer Designee), Liabilities to the extent related to the Blue Creek Assets, (iii) if any of Seller's Miscellaneous Real Property Assets are designated by Buyer as “Excluded Assets” or if any Miscellaneous Real Property Assets are sold to a Successful Bidder (other agentsthan the Buyer or a Buyer Designee), consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any Liabilities to the extent related to such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; Miscellaneous Real Property Assets and (iv) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect extent that there are Acquired Non-Core Assets, Liabilities to the Products entered into prior extent related to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiessuch Acquired Non-Core Assets.

Excluded Liabilities. Except for Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities specifically set forth and neither Buyer nor SVT is assuming any other liability or obligation of Seller or Parent or any of their Affiliates (or any predecessor owner of all or part of their business and assets) of whatever nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller or Parent or their Affiliates (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: (a) all liabilities and obligations arising out of or relating to the Business or the operations or affairs of Seller, Seller's Subsidiaries or Parent on or prior to the Closing Date, including without limitation any liabilities and obligations arising out of or relating to any facts, conditions or circumstances which occurred or existed prior to or as of the Closing; (b) any and all liabilities and obligations of Seller, Seller's Subsidiaries or Parent for Taxes, including without limitation any Taxes that arise as a result of the transactions contemplated by this Agreement; (c) except to the extent provided in Section 2.7 above, Buyer is not assuming, 2.04(b) and the Assumed Liabilities expressly exclude2.04(c), any debtand all liabilities and obligations of Seller, liabilitySeller's Subsidiaries or Parent relating to employee or consultant benefits or compensation arrangements, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) under any of Seller's employees hired employee benefit agreements, plans or other arrangements listed on Schedule 8.02; (d) any Environmental Liabilities; (e) any liability or obligation relating to an Excluded Asset; (f) all warranty, sales returns and allowance claims or expenses of Seller, Seller's Subsidiaries or Parent in respect of products sold or licensed or services rendered by Buyer that accrues or arises as of or the Business prior to the Closing Date, Closing; (g) any liability or obligation relating to the Contracts not specifically assumed by the Buyer; (h) any of Seller's other agents, consultants, independent contractors, employees liability or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or obligation under any Employee Planequity or equity-like securities of Seller or Parent, as well as plans relating thereto, including without limitation stock options, rights and warrants and stock plans as well as any claims by security holders, former security holders or purported security holders of Seller or Parent, whether arising out of or not relating to any such employees shall accept employment with Buyer in connection with facts, conditions or circumstances which occurred or existed prior to or as of the Closing or that result from the transactions contemplated hereby; by this Agreement; (ivi) the Products all accounts payable and arising prior to accrued expenses of Seller or Parent existing as of the Closing Dateother than those assumed by the Buyer pursuant to Sections 2.04(b) and (c); or and (vj) any implied liability or explicit warranty obligations obligation of Seller with respect the Business owed to the Products entered into prior to the Closing DateParent, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed LiabilitiesSeller's Subsidiaries or their respective Affiliates relating to accounts payable, notes, other payables, or indebtedness, and any related interest, fees or expenses.

Excluded Liabilities. Except for Buyer is assuming only the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer and is not assuming, and the Assumed Liabilities expressly exclude, assuming any debt, liability, duty other liability or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan obligation of Seller or any Benefits Liabilities of the other Selling Parties of whatever nature, whether presently in existence or arising hereafter, including without limitation any Claims asserted or unasserted, known or unknown for injuries to persons or property which are related to circumstances or events that predate the Closing of the transaction contemplated hereunder. All such other liabilities and obligations shall be retained by and remain liabilities and obligations of Seller and the other Selling Parties (all such liabilities are, collectively, the "“Excluded Liabilities"”); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all except as expressly provided by Section 2.3 above, neither the Buyer, BOXL nor any of their Affiliates will be deemed to have assumed or be liable for; (a) any capitalized leases not included in the Assumed Contracts, long-term debt, current liabilities, including or any other liabilities of the Seller and the other Selling Parties whether or not reflected on the balance sheets of the Seller; (b) any Liens, other than Permitted Liens; (c) any intercompany liabilities or amounts due to the STEM Education, STEMify or other Affiliates of the Selling Parties; (d) any Excluded Employee Entitlements; (e) any obligations or liabilities of the Seller under the Account Receivable Purchase Agreement; (f) any obligations or liabilities of the Seller under the Prior Purchase Agreements (g) any liabilities for Taxes, arising from of Selling Parties or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues its Affiliates accruing or arises as of arising on or prior to before the Closing Date, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, unless expressly set forth in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior to the Closing DateSection 2.3 above; or (vh) any implied liability or explicit warranty obligations obligation of Seller with respect the Selling Parties to the Products entered into prior to the Closing Dateany broker, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiesfinder or similar party.

Excluded Liabilities. Except for the Assumed Liabilities specifically set forth in Section 2.7 aboveLiabilities, Buyer is Purchaser does not assumingassume or agree to pay any liability or obligation of Seller, and the Assumed Liabilities expressly excludedirect or indirect, any debt, liability, duty or obligation, whether known or unknown, fixed absolute or contingent, of Seller contractual or otherwise, including, without limitation, any liabilities, obligations or responsibilities under Environmental Laws (all such liabilities or obligations related not being assumed by Purchaser being referred to the Products which are outstanding or unpaid herein as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that . Seller shall remain responsible for the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Excluded Liabilities or other Benefits Liabilities pursuant and shall indemnify Purchaser with respect thereto to separate written agreements between Buyer and Sellerthe extent provided in Section 10.2 hereof. Without in any manner limiting the foregoing, all liabilitiesit shall be expressly understood that, except as otherwise expressly provided in this Agreement, Purchaser shall not at the Closing assume (a) any obligation under any employee benefit or welfare plan sponsored in whole or in part by the Seller and relating to the Newspapers (including but not limited to worker's compensation and other health and welfare plans), or any other obligation pertaining in any manner to any employees or former employees of the Newspapers or their dependents, (b) any federal, state or local tax liability of the Seller relating to the Newspapers or the Purchased Assets, (c) any liability arising out of the operations of the Newspapers prior to the Closing or arising prior to the Closing with respect to the Purchased Assets, (d) any long term debt or capital lease obligations, or any current portions related thereto, (e) any obligation under any insurance policy relating to the Newspapers, their employees or former employees, or their dependents, or the Purchased Assets, (f) any liability payable to any Affiliate of Seller, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurredbut not limited to the "head office account", or Seller's ownership of the Products any liability relating to accrued payroll, including commissions, carrier tips, benefit plan contributions and Acquired Assets through accrued payroll taxes, with respect to work performed prior to the Closing Date; (ii) Seller's termination Date or from terminations of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of employment on or prior to the Closing Date, (g) any liability for the remedial work described in the August 6, 1996 estimate from Inspection & Valuation International relating to the San Gabr▇▇▇ ▇▇▇ley Tribune building which is appended as part of Section 2.2 of the Disclosure Schedule and any liability to any contractors or any of Seller's other agentspersons for unpaid fees for services or materials furnished, consultantsor work performed with respect to, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising that facility prior to the Closing Date; or (vh) any implied or explicit warranty obligations of Seller lease liability with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility automobiles described in Section 1.3(h) of Seller, except as otherwise specifically included within the Assumed Liabilitiesthis Agreement.

Excluded Liabilities. Except for the Assumed Liabilities specifically set forth in Section 2.7 aboveLiabilities, Buyer is shall not assumingbe liable or obligated for any of Seller’s and/or Shareholder’s past, present or future Liabilities and nothing in this Agreement shall be construed in any manner to constitute an assumption by Buyer of any such Liability of Seller and/or Shareholder. Except for the Assumed Liabilities expressly excludeLiabilities, any debtSeller and Shareholder shall retain and pay and perform when due all of its Liabilities, liability, duty secured or obligationunsecured, whether known or unknown, fixed asserted or contingentunasserted, absolute, accrued, contingent or otherwise, and whether due or to become due (collectively, the “Excluded Liabilities”). Without limiting the generality of Seller includingthe foregoing, without limitationthe Excluded Liabilities shall include the following Liabilities, any liabilities or obligations related but notwithstanding anything in the following to the Products which are outstanding or unpaid as contrary, specifically do not include any Mutual Contracts Liabilities: (a) all Liabilities of the date hereof or connected in Seller, Shareholder, and/or any way with of their respective Affiliates (i) under any pension, profit sharing, savings, retirement, health, medical, life, disability disability, dental, accrued personal time off (PTO), deferred compensation, stock option, bonus, incentive, retention, golden parachute, severance pay, group insurance or other similar Employee Plan Benefit Plans or arrangements, or under any policies, handbooks, or custom or practice, collective bargaining agreement, or any employment agreements, whether express or implied, applicable to any of Seller’s and/or Shareholder’s employees at any time through the Closing, and any assessments, fines, penalties or monetary damages arising out of the operation of such plans, agreements, policies or other arrangements; (ii) for any other compensation or benefits, payable or in the future to be payable to any past or present employee or independent contractor of Seller or any Benefits Liabilities of Seller and/or Shareholder; and (iii) employee and independent contractor classification; provided, however, , Buyer would be liable for the severance payment as set forth on Schedule 2.11(a) to the extent such obligation is triggered by Buyer’s actions (the "Excluded Liabilities"“Double Trigger Severance Obligation”); it being expressly understood that ; (b) all other Liabilities with respect to or arising out of employment of any employees by Seller, Shareholder, and/or their respective Affiliates or the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities termination of such employees by Seller, Shareholder, and/or their Affiliates whether prior to, on or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through after the Closing Date; provided, however, Buyer shall be solely liable for any Double Trigger Severance Obligation; (iic) all Liabilities arising out of claims alleging damage to the environment or violation of Environmental, Health and Safety Laws with respect to the conduct of the Business or the use, occupation, ownership or operation by Seller's termination of any Contracts which are not Transferred Contracts; (iii) , any of Seller's employees hired by Buyer that accrues ’s predecessors, and/or any of its or arises as their Affiliates of or real property prior to the Closing Date, including any Liabilities under any Environmental, Health and Safety Laws; (d) all Liabilities of Seller and/or Shareholder arising out of any Action pending or threatened in writing as of the Closing Date, including without limitation, ▇▇▇▇▇ Quivsky v. Intevac, Inc., Intevac Photonics, Inc., and Does 1-100, Case No.: 20CV368343, Superior Court of the State of California for the County of Santa ▇▇▇▇▇; (e) all Liabilities of Seller in respect of the borrowing of money or issuance of any note, bond, indenture, loan, credit agreement or other evidence of indebtedness, whether or not disclosed in this Agreement or otherwise; (f) all Liabilities for (i) Taxes of Seller, Shareholder, and/or any of their respective Affiliates or relating to the Business, the Purchased Assets or the Assumed Liabilities for any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date as determined pursuant to Section 2.9(b); or (ii) other Taxes of Seller, Shareholder, and/or any of their respective Affiliates of any kind or description (including any Liability for Taxes of Seller, Shareholder, and/or any of their respective Affiliates that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (g) all Liabilities not occurring in the ordinary course of business in respect of returns, recalls, retrofits, and warranty claims for products designed, manufactured, assembled, sold or delivered, or services provided by Seller or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising ’s predecessors prior to the Closing Date; (h) all Liabilities arising out of, in respect of or in connection with the failure by Seller, Shareholder, and/or any of their respective Affiliates to comply with any Laws; or and (vi) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded all Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within Shareholder, and/or any of their respective Affiliates arising out of, under or in connection with any of the Assumed LiabilitiesExcluded Assets.

Excluded Liabilities. Except for the Assumed Liabilities specifically set forth in Section 2.7 aboveLiabilities, Buyer Acquirer is not assuming, and assuming any liability or obligation of the Assumed Liabilities expressly exclude, any debt, liability, duty or obligationCompany, whether known or unknown, fixed or contingent, and regardless of Seller includingwhen such liabilities may arise or may have arisen or when asserted. Specifically, without limitationthe Company shall retain, and Acquirer shall neither assume nor become responsible for, and the Assumed Liabilities shall not include, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirementfollowing (collectively, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan ): any Liabilities or other Benefits Liabilities pursuant obligations relating to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including or arising in connection with any liabilities for Taxes, arising from or related to: Excluded Asset; (i) Seller's operations, whenever arising or incurred, or Seller's ownership any Liability of the Products and Acquired Assets through Company for Taxes (with respect to operation of the Closing Date; Business or otherwise), (ii) Seller's termination except as provided in Section 1.9 hereof, any Liability of the Company for income, transfer, sales, use, and other Taxes arising in connection with the consummation of the transactions contemplated hereby (including any Contracts which are not Transferred Contracts; income Taxes arising because the Company is transferring the Purchased Assets), (iii) any Liability of Seller's employees hired the Company for the unpaid Taxes of any Person under Income Tax Regulations section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by Buyer contract or otherwise; any Liabilities of the Company to indemnify any Person by reason of the fact that accrues such Person was a director, officer, employee or arises as agent of the Company (whether or not in connection with the conduct of the Business); any Liabilities of the Company for costs and expenses incurred in connection with this Agreement; any Liabilities or obligation of the Company under this Agreement; any Liabilities or obligations relating to any Company Plan, employee severance, employee benefits (including employer taxes or tax withholding from employees) or compensation arrangements relating to or arising out of the conduct of the Business prior to and including the Closing Date, or with respect to any of Seller's other agents, consultants, independent contractors, employees employee or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses employee of the Business; and any Liabilities or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with obligations arising from Legal Proceedings arising from the transactions contemplated hereby; (iv) conduct of the Products and arising Business prior to and including the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilities.

Excluded Liabilities. Except Neither Buyer nor any Buyer Designee shall assume or be obligated to pay, perform or otherwise assume or discharge any liabilities or obligations of Seller or any Affiliate of Seller, whether direct or indirect, known or unknown, absolute or contingent, except for the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer is (all of such liabilities and obligations not assuming, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related so assumed being referred to the Products which are outstanding or unpaid herein as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood ) and Seller or a Subsidiary shall pay, perform and discharge all such Excluded Liabilities. For the avoidance of doubt, the parties agree that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Excluded Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoinginclude, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which but are not Transferred Contracts; limited to, any and all liabilities or obligations set forth or described in paragraphs (iiia) any of Seller's employees hired by Buyer that accrues or arises as of or prior to the Closing Date, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Planthrough (g) below, whether or not any such employees shall accept employment with Buyer liability or obligation has a value for accounting purposes or is carried or reflected on or specifically referred to in Seller's or the applicable Subsidiary's financial statements: (a) any Excluded Taxes; (b) any Environmental Liabilities; (c) any and all liabilities or obligations arising out of or related to any Excluded Asset; (d) except as identified in Section 2.4(a), any and all liabilities or obligations relating to or in connection with the transactions contemplated hereby; (ivi) the Products employment and arising prior to any termination of such employment by Seller of any employee or former employee of Seller on or before the Closing Date; or and/or (vii) any implied employee's or explicit warranty former employee's or his/her dependents' rights or obligations under any fringe benefit of employment with Seller, including any Benefit Plan of Seller with respect to the Products entered into prior to or an Affiliate of Seller; (e) 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, shall be Excluded Liabilities and shall remain ; (f) Any benefit liabilities relating to or arising in connection with Section 4980B of the responsibility Code (COBRA) to provide continuation of Seller, except as otherwise specifically included within health care coverage to employees or former employees of Seller or their dependents arising from a qualifying event occurring on or before the Assumed LiabilitiesClosing Date; and (g) Any liabilities of the Benefit Plans.

Excluded Liabilities. Except for the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer is not assuming, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits All Liabilities of Seller that are not Assumed Liabilities (the "“Excluded Liabilities"); it being expressly understood ”) shall be and remain solely Seller’s responsibility and Seller shall pay and perform the Excluded Liabilities when due, including but not limited to those liabilities that may accompany the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant Transferred Assets which existed as of and prior to separate written agreements between Buyer and Sellerthe Closing Date. Without limiting the generality of the foregoing, all liabilitiesSeller shall remain liable for, including any liabilities for Taxesand pay and perform when due, arising from and Buyer shall not assume, the following Excluded Liabilities: (a) Liabilities of Seller relating to Seller’s ownership or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership operation of the Products and Acquired Business or Transferred Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or prior to the Closing Date, including (i) Liabilities arising out of or relating to Seller’s performance under any of Seller's other agentsContracts, consultantsincluding the Assumed Contracts, independent contractorslicenses or permits, employees (ii) Liabilities to any current or former employees, whenever arising, in each case including workers' employee or consultant for unpaid compensation, severance, salary, including unpaid bonuses or under severance payments, (iii) Liabilities to any Employee Planowner or alleged owner of any equity interest in Seller, whether and (v) Liabilities for any claims, suits or not actions brought by any such employees shall accept employment with Buyer in connection with Person arising out of the transactions contemplated hereby; (iv) operation of the Products and arising Business prior to the Closing Date; (b) Any and all Indebtedness of Seller; or and (vc) any implied or explicit warranty obligations Liabilities of Seller for Taxes for all periods, including Taxes arising out of the consummation of the Transaction and all Taxes of any other Person imposed on Buyer, as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction with respect to the Products entered into prior to Business occurring before the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed LiabilitiesClosing.

Excluded Liabilities. Except for Purchaser is assuming only the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer and is not assuming, and the Assumed Liabilities expressly exclude, assuming any debt, liability, duty other liability or obligation, whether known or unknown, fixed or contingent, obligation of Seller includingof whatever nature whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller, without limitation, any as the case may be (all such liabilities or and obligations related not being assumed herein referred to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that , and, notwithstanding anything to the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting contrary in this Agreement, except as set forth in the foregoingManagement Agreement, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership none of the Products and Acquired Assets through following shall be Assumed Liabilities for the Closing Date; purposes of this Agreement: (iia) Seller's termination any obligations of any Contracts which are not Transferred Contracts; (iii) Seller to any of Seller's affiliates; (b) any liabilities for legal, accounting and audit fees and any other expenses incurred by Seller in connection with the preparation of, negotiation of, and performance under, this Agreement (and the transactions and other agreements contemplated hereby); (c) any obligation or liability for Tax arising from or with respect to the Purchased Assets, any of the Systems or any part of the Kentucky Business incurred or attributable to any period prior to (or prior to and including) the Closing Date; (d) any liabilities of Seller to pay severance benefits, if any, to any employees hired of Seller whose employment is terminated by Buyer that accrues Seller prior to or arises as in connection with the sale of the Kentucky Business or otherwise relating to employee benefits or compensation arrangements existing on or prior to the Closing Date, or ; (e) any liabilities of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or Seller as a borrower under any Employee Planloan agreements, whether subordinated debt agreements or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; other credit facilities; (iv) the Products and arising prior to the Closing Date; or (vf) any implied liabilities or explicit warranty obligations of Seller with respect relating to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiesany asset that is not a Purchased Asset; and (g) any Environmental Liability.

Excluded Liabilities. Except for Notwithstanding anything to the contrary contained herein, Buyer is assuming only the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer and is not assumingassuming any other Liability of the Company or any Affiliate thereof (or any predecessor owner of all or part of the Company’s business or assets) of whatever nature whether currently in existence or arising or asserted hereafter. All such other Liabilities shall be retained by and remain Liabilities of the Company and its Affiliates (all such Liabilities not being assumed are herein referred to as the “Excluded Liabilities”). Without limiting the foregoing, none of the following shall be Assumed Liabilities for purposes of this Agreement: (i) all Excluded Taxes; (ii) all Indebtedness; (iii) all Liabilities relating to or arising out of the Company’s bonus plans, whether written or oral, including any promises to Company employees, made or in effect prior to the Closing Date (the “Company Bonus Plans”); (iv) all claims, causes of action, litigation and other rights of third parties relating to or arising out of (A) the Assumed Liabilities expressly excludeContracts, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities warranty or obligations indemnity obligation of the Company in respect of products sold or services rendered on or prior to the Closing Date or claims against the Company directly related to the Products which are outstanding or unpaid as transfer of the date hereof Purchased Assets as contemplated by this Agreement or connected in (B) the Excluded Assets, including, without limitation, any way with Contract that is not an Assumed Contract; (v) all accounts payable and accrued expenses of the Company (whether prior to or following the Closing); (vi) all Liabilities relating to or arising out of the Excluded Assets, including, without limitation, any retirement, medical, life, disability Contract that is not an Assumed Contract; (vii) all Liabilities relating to or other Employee Plan arising out of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilitiesAssumed Contracts, including any liabilities for Taxes, arising from warranty or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership indemnity obligation of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination Company, right of any Contracts which are not Transferred Contracts; (iii) any refund, rights of Seller's employees hired by Buyer that accrues set off or arises as other obligations or claims, solely in respect of products sold or services rendered on or prior to the Closing Date; (viii) all Environmental Liabilities; and (ix) all Liabilities relating to or arising out of the Company’s employment of the employees of the Company, or any including without limitation wages, commission, accrued vacation pay, performance and other bonuses, benefits and ownership interests, all Liabilities arising out of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether Benefit Plan or not any such employees shall accept employment with Buyer in connection with 401(k) Plan of the transactions contemplated hereby; (iv) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed LiabilitiesCompany.

Excluded Liabilities. Except for the Assumed Liabilities specifically set forth in Section 2.7 aboveLiabilities, Buyer is not assuming, each Selling Entity agrees to timely discharge and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, perform all of Seller including, without limitation, any its liabilities or and obligations related to the Products which are outstanding Business or unpaid the Purchased Assets payable after Closing as of they become due, including the date hereof or connected in any way with any retirementfollowing (the foregoing, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (including the following being the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant ): (a) liabilities and obligations relating to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or products sold prior to the end of the Closing Date, including product liability claims and claims for damages to person or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated herebyproperty; (ivb) the Products liabilities and arising obligations for any products sold prior to the end of the Closing DateDate that do not comply with applicable warranties or that are otherwise defective; or (vc) liabilities and obligations relating to any implied or explicit warranty federal, foreign, state, county and other tax returns, reports and declarations of every nature (including income, employment, excise, property, sales and use taxes); (d) liabilities and obligations relating to any Plan (as hereinafter defined), as well as any and all claims of Seller with respect and obligations to (including wages, salary and overtime) employees of the Business to the Products entered into prior extent related to the period through the end of the Closing DateDate or otherwise related to the acts of the Selling Entities except for severance liabilities arising from Buyer's failure to offer employment as required by SECTION 7.1; and (e) liabilities and obligations to the Selling Entities and their Affiliates (as hereinafter defined) except as arising pursuant to this Agreement. The Buyer agrees that any benefits, shall be rights, actions, settlements, or assets arising from any of the Excluded Liabilities and shall remain not the responsibility of Seller, except as otherwise specifically included within Purchased Assets or the Assumed LiabilitiesLiabilities shall belong exclusively to the Selling Entities, and Buyer hereby waives any right or claim thereto.

Excluded Liabilities. Except for Notwithstanding anything to the contrary contained herein, Buyer is assuming only the Assumed Liabilities specifically and is not assuming any other Liability of the Company or any Affiliate thereof (or any predecessor owner of all or part of the Company’s business or assets) of whatever nature whether currently in existence or arising or asserted hereafter. All such other Liabilities shall be retained by and remain Liabilities of the Company and its Affiliates (all such Liabilities not being assumed are herein referred to as the “Excluded Liabilities”). For the avoidance of doubt, Excluded Liabilities shall include, without limitation, any Liabilities resulting from or relating to the matters set forth on Schedules 2.6(a), 2.8(a), 2.8(b), 2.8(c), 2.11, 2.14(a)(i), 2.14(c), 2.14(d) and 2.16. Without limiting the foregoing, none of the following shall be Assumed Liabilities for purposes of this Agreement: (i) all Excluded Taxes; (ii) all Indebtedness (other than as set forth in Section 2.7 above1.2(a)); (iii) all Liabilities relating to or arising out of the Options, Buyer is not assumingincluding, without limitation, the Option Cancellation Payment; (iv) all Liabilities relating to or arising out of the Company’s Employee Benefit Plans, including without limitation, the Non-Qualified Deferred Cash Compensation Plan (the “Deferred Compensation Plan”); (v) all claims, causes of action, litigation and other rights of third parties relating to or arising out of (A) the Assumed Liabilities expressly excludeContracts, including any debtwarranty obligation of the Company in respect of products sold or services rendered prior to the Closing Date or claims against the Company directly related to the transfer of the Purchased Assets as contemplated by this Agreement or (B) the Excluded Assets, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as Contract that is not an Assumed Contract; (vi) all accounts payable and accrued expenses of the date hereof Company (whether prior to or connected in following the Closing); (vii) all Liabilities relating to or arising out of the Excluded Assets, including, without limitation, any way with any retirement, medical, life, disability Contract that is not an Assumed Contract; (viii) all Liabilities relating to or other Employee Plan arising out of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilitiesAssumed Contracts, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership warranty obligation of the Products and Acquired Assets through Company, to the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues extent relating to products sold or arises as of or services rendered prior to the Closing Date; (ix) all Environmental Liabilities; and (x) all Liabilities relating to or arising out of the Company’s employment of the employees of the Company, or any of Seller's including without limitation wages, commission, accrued vacation pay, performance and other agentsbonuses, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products benefits and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiesownership interests.

Excluded Liabilities. Except for Notwithstanding any provision in this Agreement, Buyer is assuming only the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer and is not assuming, and the Assumed Liabilities expressly exclude, assuming any debt, other liability, duty obligation or obligationcommitment of Seller or any of its Affiliates of whatever kind or nature (whether primary or secondary, whether direct or indirect, absolute or contingent, known or unknown, fixed accrued or contingentnot accrued, or otherwise) whether or not arising out of the ownership and operation of the Purchased Assets or the Business (all liabilities, obligations and commitments of Seller including, without limitation, any liabilities or obligations related and its Affiliates not expressly assumed by Buyer shall be retained by Seller and its Affiliates and are referred to as the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "“Excluded Liabilities"”); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoinggenerality of the preceding sentence, the Excluded Liabilities include: (a) any liability or obligation related to any accounts payable or any indebtedness of Seller or its Subsidiaries, except those liabilities or obligations first arising on or after the Closing Date under the Contracts; (b) all liabilities, obligations and commitments with respect to manufacturer’s coupons arising from manufacturer’s coupon activities and programs listed on Section 3.18 of the Disclosure Schedule (as such Section may be updated pursuant to Section 2.07(n)) for any products manufactured or sold by the Business, which coupons are received by the clearing house for reimbursement within ninety (90) days after the Closing Date, regardless of when such coupons were issued; (c) except to the extent constituting an Assumed Liability described in any of Sections 2.03(c), 2.03(e), 2.03(f), 2.03(g) or 2.03(h), all liabilities, obligations and commitments relating to any products manufactured by the Business prior to the Closing Date, including warranty obligations and product liabilities irrespective of the legal theory asserted (it being understood that any liabilities product the date of manufacture of which cannot be determined pursuant to the coding included on such product shall be deemed to have been manufactured prior to the Closing Date if such product was sold within ninety (90) days after the Closing Date); (d) all liabilities, obligations and commitments relating to all products manufactured or sold by the Business and returned less than thirty (30) days after the Closing Date to the extent that the aggregate amount of all such liabilities, obligations and commitments does not exceed $1,000,000 in the aggregate; (e) all liabilities, obligations and commitments retained by Seller or its Subsidiaries or for Taxeswhich Seller or its Subsidiaries are otherwise responsible pursuant to Article 7; (f) all liabilities, obligations and commitments retained by Seller or its Subsidiaries or for which Seller or its Subsidiaries are otherwise responsible pursuant to Article 8; (g) all liabilities, obligations and commitments retained by Seller or its Subsidiaries or for which Seller or its Subsidiaries are otherwise responsible pursuant to Article 9; (h) any liability or obligation arising from or related to: out of any litigation matter specifically listed on Section 3.10 of the Disclosure Schedule; (i) Seller's operationsall liabilities and claims for or with respect to Taxes relating to the Business, whenever arising the Purchased Assets, the Seller or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of its Subsidiaries on or prior to the Closing Date; and (j) all liabilities described in Section 2.04(j) of the Disclosure Schedule. For purposes of this Section 2.04, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior China Sugus Business, each reference to the “Closing Date, ” shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiesdeemed a reference to “China Closing Date”.

Excluded Liabilities. Except for Other than the Assumed Liabilities specifically set forth in Section 2.7 aboveLiabilities, Buyer is not assumingSeller and its Subsidiaries (other than the Acquired Companies) shall retain, and the Assumed Liabilities expressly excludePurchaser shall not assume, shall not take subject to and shall not be liable for, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities Liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities Subsidiary of Seller (other than the "Acquired Companies) including, but not limited to, the following (collectively, the “Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: ”): (i) Seller's operations, whenever arising any Liabilities for Tax for which Seller or incurred, or Seller's ownership of its Subsidiaries (other than the Products and Acquired Assets through the Closing Date; Companies) is liable; (ii) Seller's termination any Liabilities for Taxes of any Contracts which are not Transferred Contracts; or related to the Acquired Business and the Purchased Assets, in each case attributable to a Pre-Closing Tax Period; (iii) any Liabilities relating to or arising from the use or ownership of Seller's employees hired by Buyer that accrues or arises as any of or prior the Excluded Assets, except to the Closing Dateextent where the use or ownership of the Excluded Asset relates to the Acquired Business; (iv) any Liabilities relating to or arising from the operation of any business of Seller or a Subsidiary of Seller other than the Acquired Business (the “Seller-Retained Business”), except to the extent where such operation of the Seller-Retained Business relates to the Acquired Business; (v) any Liabilities relating to or arising from the Dormant Companies, including any successor or environmental Liabilities relating to or arising from the Kilkenny Facility; (vi) any fees and expenses incurred by or on behalf of Seller's Seller or its Subsidiaries (other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer than the Acquired Companies) in connection with the transactions contemplated herebymaking or performance of this Agreement and the Transaction, including the US Reorganization; and (iv) the Products and arising prior to the Closing Date; or (vvii) any implied Liabilities relating to or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiesarising from any matters described on Schedule 1.1(d).

Excluded Liabilities. Except for Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer and is not assumingassuming any other liability or obligation of any Seller or any Affiliate of any Seller (or any predecessor owner of all or part of its business and assets) of whatever nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Sellers or their Affiliates (all such liabilities and obligations not being assumed being herein referred to as the "Excluded Liabilities"). Without limiting the foregoing, and none of the following shall be Assumed Liabilities expressly excludefor the purposes of this Agreement: (i) any obligation or liability for Tax (i) arising from or with respect to the Purchased Assets or the operation of the Business which is incurred in or attributable to any Pre-Closing Tax Period, any debt, (ii) imposed on Buyer pursuant to transferee or successor liability, duty by contract, under principles of law analogous to Treas. Reg. Section 1.502-6 or obligationotherwise or (iii) attributable to the transactions contemplated by this Agreement; (ii) any liabilities or obligations of a Seller relating to employee benefits or compensation arrangements, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as under any of the date hereof or connected in any way with any retirementa Seller's employee benefit agreements, medical, life, disability plans or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities")arrangements listed on Schedule 9.02; it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; and (iii) any of a Seller's employees hired by Buyer that accrues or arises as of or prior obligation to provide accrued vacation pay to the Closing DateTransferred Employees, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, which obligation PASW shall satisfy in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior cash by direct payment to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to Transferred Employees within five business days after the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed LiabilitiesClosing.

Excluded Liabilities. Except for Other than the Assumed Liabilities specifically set forth in subject to Section 2.7 above2.03, Buyer is shall not assumingassume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”), which Excluded Liabilities shall continue to be debts, liabilities and obligations of Seller: (a) any liabilities or obligations relating to or arising out of the Excluded Assets; (b) Except with respect to any Assigned Contract, any liabilities and obligations that do not exclusively arise from, relate to or exist in connection with the Business or the Purchased Assets; (c) any liabilities or obligations for (i) Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities expressly excludefor any taxable period (or portion thereof) ending on or prior to the Closing Date and (ii) any other Taxes of Seller (other than Taxes allocated to Buyer under Section 6.07), whether or not relating to the Business, except in each case those that are included in the calculation of Closing Adjusted Working Capital as finally determined; (d) except as specifically provided in Section 6.01, any debtliabilities or obligations for compensation, liabilityseverance, duty benefits, termination payments or obligationany other liability relating to or arising out of: the employment, whether known or unknown, fixed or contingenttermination of employment, of (i) any Employee prior to the Closing other than accrued vacation, sick and holiday pay for Transferred Employees included in the calculation of Closing Adjusted Working Capital as finally determined, or (ii) any employee of Seller whose employment was terminated prior to the Closing, including any liabilities or obligations for workers’ compensation or disability claims that relate to events occurring prior to the Closing Date; (e) any liabilities or obligations of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, any fees and expenses of counsel, accountants, consultants, advisers and others; (f) all liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected arising under Environmental Laws in any way connection with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operationsReleases of Hazardous Materials at, whenever arising on or incurred, under properties owned or Seller's ownership of leased or formerly owned or leased by the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of Business on or prior to the Closing Date, and (ii) hazardous wastes disposed of by the Business on or prior to the Closing Date at any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arisingoff-site location, in each case including workers' compensation, severance, salary, bonuses whether such liabilities accrue to Seller or Buyer in the first instance; (g) any liability associated with any contract or agreement relating to the Business that is not an Assigned Contract; (h) any and all liabilities arising from or relating to facilities or properties previously owned or operated by the Business and which are not Purchased Assets; (i) any liabilities or obligations under any Employee Plan, whether or not any such employees shall accept employment with Buyer outstanding checks issued in connection with the transactions contemplated hereby; Business to the extent not netted against cash or that are excluded from the calculation of Closing Adjusted Working Capital as finally determined; (ivj) any liabilities or obligations with respect to any default or breach under any Assigned Contracts which occurred prior to the Products and arising Closing; (k) any liabilities or obligations for indebtedness for borrowed money incurred prior to the Closing Date; or other than accounts payable included in the calculation of Closing Adjusted Working Capital as finally determined; (vl) any implied liabilities, expenses or explicit warranty obligations of Seller for Indemnified Product Liability Claims; (m) any claim or liability with respect to the Products entered into ownership and operation of Business (including any liability with respect to insurance), whether asserted prior to or after the Closing, to the extent the event giving rise to the liability occurred on or prior to the Closing Date, shall be Excluded Liabilities Closing; and (n) any liabilities or obligations of Seller for transaction bonuses that are set forth on Section 4.13(e) of the Disclosure Schedules and shall remain result solely from the responsibility execution and performance of Seller, except as otherwise specifically included within the Assumed Liabilitiesthis Agreement.

Excluded Liabilities. Except for the Assumed Liabilities specifically set forth as expressly provided in Section 2.7 1.03 above, Buyer is Purchaser shall not assumingassume any liabilities or obligations of (or claimed through) Sellers, whether relating to the Assets, the Purchased Business or otherwise, it being expressly acknowledged and agreed by the parties that all such liabilities and obligations, and the Assumed Liabilities expressly exclude, any debt, liability, duty claims or obligationdisputes relating thereto, whether known existing as of the Closing Date or unknownarising thereafter, fixed or contingent, of Seller includingknown or unknown, without limitationasserted or unasserted (collectively, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that , are and shall remain the foregoing does not preclude Buyer from assuming responsibility liabilities and obligations of Sellers for Employee Plan all purposes. The Excluded Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer shall include, without limitation, any and Seller. Without limiting the foregoingall debts, all liabilities, including any liabilities for Taxesobligations, contracts, commitments, claims, disputes, actions, lawsuits, judgments, assessments, fines, penalties, levies, surcharges, losses, deficiencies and damages arising from out of or related to: : (ia) Seller's operationsall accounts payable, whenever accrued expenses and other current liabilities of Sellers relating to the Purchased Business, (b) contracts, arrangements or understandings between Sellers and any of their existing and former stockholders, directors, officers and any other Related Parties (as hereinafter defined); (c) any Employees or Former Employees (as those terms are hereinafter defined) of Sellers (whether or not such Employees become Accepting Employees or any of their beneficiaries, heirs or assignees of any kind or nature whatsoever, including, without limitation, accrued wages or vacation pay, obligations arising under any severance, stock option, retirement, pension, health (including, without limitation, retiree health obligations) or incurredother benefit plans (including 401(k) matching benefits, any funding deficiency arising with respect to any such plan), or Seller's ownership any of their beneficiaries, heirs or assignees, except to the extent that such obligation or liability arises solely out of the Products and Acquired Assets through Purchaser's employment of the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of or prior to Accepting Employees after the Closing Date, or any of Sellerincluding, without limitation, arising from Purchaser's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Sellerbenefit plans, except as otherwise specifically included within set forth in Section 1.03(c) hereof; (d) Taxes of Sellers or any Related Parties (as such term is defined in Section 3.21), including, without limitation, all Taxes imposed on Sellers by reason of the Assumed Liabilities.sale of the Assets and the Purchased Business to Purchaser hereunder or by reason of any subsequent liquidation, dissolution or winding up of any of the Sellers;

Excluded Liabilities. Except for All liabilities and obligations of the Seller not expressly included in the Assumed Liabilities specifically set forth are excluded from the transactions contemplated in Section 2.7 abovethis Agreement, Buyer is not assuming, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirementfollowing (collectively, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that ): (a) all deposit accounts attributed to the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership Branches as of the Products and Acquired Assets through close of business on the day immediately preceding the Closing Date; (ii) Seller's termination of any Contracts Date which are not Transferred Contracts; subject to any order, agreement or encumbrance that in any way restricts the payment of funds representing such account on the order of the depositor; (iiib) any of Seller's employees hired all securities brokerage accounts or dealer reserve accounts maintained by Buyer that accrues or arises as of or prior to the Closing Date, Seller or any of Sellerits affiliates for a customer attributed to any of the Branches; (c) all amounts and deposits held by the Seller relating to trust accounts or to other customer relationships not being transferred pursuant to this Agreement; (d) all liabilities associated with cashier's checks or other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under official bank checks and traveler's checks issued by the Seller at any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with of the transactions contemplated hereby; (iv) the Products and arising Branches prior to the Closing Date; or and (ve) any implied or explicit warranty all liabilities and obligations of the Seller relating to the ▇▇▇▇▇▇ Division that are not expressly included in the Assumed Liabilities. It is expressly understood and agreed that, except as set forth in this Agreement, along with the exhibits and schedules hereto, the Purchaser shall not assume or be liable for any of the debts, obligations or liabilities of the Seller of any kind and nature whatsoever including, but not limited to: any losses or liabilities due to or arising from forgery, fraud, defalcation, or any other improper act or omission occurring on or before the Closing Date; any tax or debt therefore (except relating to Fall & Fall Insurance); any liability for unfair practices (such as wrongful termination or employment discrimination), any liability or obligation of the Purchaser arising out of any threatened or pending litigation, or any liability with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiespersonal injury or property damage claims.

Excluded Liabilities. Except for Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer will assume at Closing only the Assumed Liabilities specifically set forth and Buyer does not assume or agree or undertake to pay, satisfy, discharge or perform in Section 2.7 above, Buyer is not assumingrespect of, and will not be deemed by virtue of this Agreement or any document delivered in connection herewith, or as a result of the Assumed Liabilities expressly excludeconsummation of the transactions contemplated hereby to have assumed or to have agreed to pay, satisfy, discharge or perform, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, other Liability of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities Affiliate of a Seller (or any predecessor owner of all or part of its business and assets) of whatever nature whether presently in existence or arising or asserted hereafter. All such Liabilities shall be retained by and remain obligations and liabilities of Sellers or their Affiliates (all such Liabilities not being assumed by Buyer being herein referred to as the "“Excluded Liabilities"”); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any and all liabilitiesLiabilities of Sellers under the Contracts that have not been duly assigned by a Seller to Buyer; (b) except as provided in Article IX or as set forth in Section 2.03(c), any and all Liabilities of Sellers relating to employee benefits or compensation arrangements of any nature, including any liabilities severance obligations and any and all Liabilities under any of Seller’s employee benefit agreements, plans or other arrangements listed on Schedules 9.02 and 9.04; (c) except as set forth in Section 2.03(c), any and all Liabilities relating to or arising out of the employment by a Seller and/or termination by a Seller of employees employed in the Business, including employees who are parties to employment, compensation or other similar agreements with Seller; (d) any and all Liabilities of Sellers for Taxesbreach of contract, breach of warranty, personal injury, property damage, infringement, violation of law, indemnification or otherwise (whether based on negligence, breach of warranty, strict liability or any other theory) caused by or arising from out of or related to: resulting from, directly or indirectly, any alleged or actual acts or omissions occurring on or before the Closing Date; (e) any and all Liabilities of a Seller for Taxes (including any Taxes that arise as a result of the transactions contemplated by this Agreement); (f) any and all Liabilities for or relating to any Indebtedness or any equity securities of Sellers, including any warrants and other rights to acquire equity securities of any Seller or any Affiliates of Sellers or any other Person; (g) any and all Environmental Liabilities; (h) any and all litigation, claim, assessment, action, suit, proceeding, order, judgment, decree or investigation of any kind or nature and any and all Liabilities of Sellers or any of their Affiliates relating to the Questra Litigations, including Liabilities for (i) Seller's operationspayment or performance of any judgment, whenever arising order or incurreddecree that may be entered against any of such Sellers in either or both of such litigation proceedings; and (ii) payment of all counsel fees, expert witness fees and other fees and costs pertaining to the prosecution or defense of either or both of such litigation proceedings; (i) any and all Liabilities of Sellers to any present or former officer (except as set forth in Section 2.03(c)), director or stockholder of a Seller in his capacity as such; (j) any and all Liabilities relating to an Excluded Asset; and (k) any and all other Liabilities of every kind of a Seller incurred by a Seller in connection with, or Seller's arising by reason of, its ownership of the Products and Acquired Purchased Assets through or its conduct of the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired by Buyer that accrues or arises as of Business on or prior to the Closing DateClosing, or any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within than the Assumed Liabilities.

Excluded Liabilities. Except for Seller agrees to assume all liabilities of Company arising out of the Assumed Liabilities specifically set forth in Section 2.7 above, Buyer is not assuming, and conduct of the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related Business prior to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller Closing Date (the "Excluded Liabilities"); it being expressly understood , provided that the foregoing does aggregate Excluded Liabilities that Seller shall assume and be responsible for (whether under Section 1.3, under Section 6.2, under Section 6.4, under the Assignment and Assumption Agreement, or otherwise) and the aggregate liability of Seller under Section 7.1 shall not preclude Buyer from assuming responsibility for Employee Plan exceed, in the aggregate, the Purchase Price. The Excluded Liabilities shall include all liabilities of the Company of whatever nature whatsoever arising with regard to the operation of the Business prior to the Closing Date, whether fixed or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoingcontingent, all liabilitiesknown or unknown, determined or determinable, due or not yet due, including any liabilities for Taxes, arising from or related to: without limitation (i) Seller's operationsany liabilities and obligations growing out of or relating to relationships and dealings with competitors, whenever arising or incurredcustomers, suppliers, employees (including but not limited to any sexual harassment, any workers compensation, or Seller's ownership any Equal Employment Opportunity Commission claims), or licensees, or any other action or inaction of the Products and Acquired Assets through Company or its predecessors in interest prior to the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contractspayroll, employee vacation, sick leave, pro-rated pension or other Employee Plans (as hereinafter defined) or benefits, or other employee expenses accrued to the Closing Date; (iii) any lease, license, and utility payments pro-rated to the Closing Date, and (iv) any liability for income taxes or sales or use taxes arising out of Seller's employees hired by Buyer that accrues or arises as of or business operations prior to the Closing Date. Notwithstanding the foregoing, or Excluded Liabilities do not include any of Seller's other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with Included Liabilities (as hereinafter defined). Only the transactions contemplated hereby; liabilities designated as included liabilities on Schedule 1.3 (ivthe "Included Liabilities") the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities assumed and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed Liabilitiesowed by Buyer.

Excluded Liabilities. Except for as otherwise expressly provided elsewhere in this Agreement or the Assumed other Transaction Agreements, neither Buyer nor any of its Affiliates shall assume nor shall any of them be responsible to pay, perform or discharge any of the Liabilities specifically set forth in Section 2.7 above, Buyer is not assuming, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller Operating Sellers or any Benefits of their Affiliates pursuant to Section 2.04 other than the MEMCOR® Product Line Liabilities of Seller (collectively, the "“Excluded Liabilities"”); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following: (a) all liabilities, Liabilities and obligations arising under or relating to the Assigned Contracts relating to or arising out of any default or breach thereof prior to the Closing (but not including breaches of warranty obligations for MEMCOR® Products); (b) except as specifically provided in Section 2.04 any liabilities for Taxes, Liabilities or obligations of Operating Sellers relating to or arising from or related to: out of (i) Seller's operations, whenever arising or incurredthe employment, or Seller's ownership termination of the Products and Acquired Assets through the Closing Date; employment, of any employee who is not a Transferring Employee, or (ii) Seller's termination workers’ compensation claims of any Contracts employee which are not Transferred Contracts; (iii) relate to or arise out of any of Seller's employees hired by Buyer that accrues or arises as of or events occurring prior to the Closing Date; (c) except for (i) the Assumed Leave Benefits and (ii) as specifically provided in Section 2.04, all Liabilities or obligations of Operating Sellers under the Employee Benefit Plans; (d) any and all Liabilities or obligations for (i) Taxes relating to or arising out of the MEMCOR® Product Line Assets or the conduct of the MEMCOR® Product Line for, incurred in or attributable to any Pre-Closing Tax Period (including any Taxes apportioned to the Pre-Closing Tax Period for a Straddle Period as set forth in Section 8.02), (ii) any other Taxes of Operating Sellers or any Affiliates thereof, for any taxable period, including any Taxes that arise out of Seller's other agents, consultants, independent contractors, employees the consummation of the transactions (except as otherwise provided in Section 8.05) and (iii) any Taxes of Seller or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses or any Affiliate thereof that becomes a Liability of Buyer under any Employee Plan, whether common law doctrine of de facto merger or not transferee or successor liability or otherwise by operation of Contract or Law (collectively referred to as “Excluded Taxes”); (e) any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; Liabilities or obligations of Operating Sellers for: (ivi) the Products and arising any Release prior to the Closing Date; or and (vii) any implied violation of or explicit warranty obligations of Seller noncompliance with respect to the Products entered into Environmental Laws or Environmental Permits by Operating Sellers that occurred or existed prior to the Closing Date; (f) any fees and expenses of counsel, shall be Excluded accountants, consultants, advisers and brokers applicable to the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Agreements and the transactions contemplated hereby; (g) any accounts payable (i) to the extent for which there is not an adequate accrual in the Closing Statement, (ii) which constitute intercompany payables owing to Affiliates of the Operating Sellers, (iii) which constitute Indebtedness (except to the extent that it reduces Purchase Price), or (iv) that did not arise in the Ordinary Course of Business since the date of the balance sheet included in the most recent Financial Statements; (h) any Liabilities (including Liens) of the Operating Sellers relating to or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the MEMCOR® Product Line Assets, (ii) did not arise in the Ordinary Course of Business or (iii) are not validly and shall remain the responsibility of Seller, effectively assigned to Buyer pursuant to this Agreement; (i) except as otherwise specifically included within expressly provided in this Agreement, any Liabilities to indemnify, reimburse or advance amounts to any present or former stockholder, officer, director, employee, consultant, advisor or agent of the Assumed LiabilitiesOperating Seller (including with respect to any breach of fiduciary obligations by same); and (j) any Liability to distribute to any holder of any Equity Interest of the Operating Sellers or otherwise apply any part of the consideration received hereunder.

Excluded Liabilities. Except Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume or be liable for and Sellers shall retain and remain responsible for all of Sellers’ debts, liabilities and obligations of any nature whatsoever, other than the Assumed Liabilities specifically set forth in Section 2.7 aboveObligations, Buyer is not assumingwhether accrued, and the Assumed Liabilities expressly exclude, any debt, liability, duty absolute or obligationcontingent, whether known or unknown, fixed whether due or contingentto become due and whether related to the Business and the Acquired Assets or otherwise, and regardless of Seller when asserted, including, without limitation, any the following liabilities or obligations of Sellers (none of which shall constitute Assumed Obligations) (collectively, the “Excluded Liabilities”): (a) All of Sellers’ liabilities or obligations under this Agreement or under any other agreement between Sellers and Buyer entered into on or after the date of this Agreement; (b) All of Sellers’ liabilities arising out of or relating to an Excluded Asset; (c) All of Sellers’ liabilities under any Contract not assumed by Buyer under Section 2.3, including without limitation the Indemnity for Bank Guarantee by and among Australian Subsidiary, National Australia Bank Limited and ▇▇▇▇▇ ▇▇▇▇ Investment Pty Ltd; (d) Except as specifically set forth in Section 2.3, any liability of Sellers to the extent arising out of or relating to the operation of the Business prior to Closing, including without limitation any claims arising after Closing related to any Software sold to third parties prior to Closing or Sellers’ use of unlicensed software; (e) Except for Taxes specifically included as Assumed Obligations, all liabilities and obligations of Sellers for Taxes for any period, and any liability of Sellers for the unpaid Taxes of any Person under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise; (f) Unless otherwise specifically payable by Buyer pursuant to this Agreement, all of Sellers’ liabilities or obligations for expenses, Taxes or fees incident to or arising out of the negotiation, preparation, approval, or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby, including all attorneys’ and accountants’ fees and disbursements, brokerage fees, consultants’ fees and finders’ fees; (g) Any liability or obligation pertaining to any discontinued operation owned or operated by Sellers and related to the Products which are outstanding or unpaid Business as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "Excluded Liabilities"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer was operated and Seller. Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through the Closing Date; (ii) Seller's termination of any Contracts which are not Transferred Contracts; (iii) any of Seller's employees hired discontinued by Buyer that accrues or arises as of or Sellers prior to the Closing Date other than liabilities and obligations which are Assumed Obligations; (h) Any obligation of Sellers to indemnify any Person by reason of the fact that such Person was a shareholder, director, officer, employee (other than a UK employee but only to the extent such obligation arises pursuant to a UK Employee’s terms of employment), or agent of any of Sellers or was serving at the request of Sellers as a partner, trustee, director, officer, employee (other than a UK employee but only to the extent such obligation arises pursuant to a UK Employee’s terms of employment), or agent of another entity (regardless of whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and regardless of whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise); (i) Sellers’ obligations to Employees terminated prior to Closing, including, without limitation, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, and any Terminating Australian Employees (except with respect to liability to ▇▇▇▇▇.▇▇▇ and the Australian Subsidiary for Australian Employee Termination Benefits to be paid to such Terminating Australian Employees); (j) All intercompany accounts, including intra-group loan balances, relating to the Business or Acquired Assetsthe; (k) Any liabilities of Sellers based on acts or omissions occurring after the Closing; (l) Any liabilities of Sellers under the Civil Code of Quebec, the Act respecting Labour Standards, the Charter of Human Rights and Freedoms, the Labour Code, the Act respecting occupational health and safety, the Workplace Health and Safety ▇▇▇ ▇▇▇▇ (Qld), any other law in relation to occupational health and safety the Act respecting industrial accidents and occupational diseases, the Charter of the French language, the Pay Equity Act or any other applicable law in the Province of Quebec, any other law in relation to anti-discrimination or equal opportunity any other law in relation to anti-discrimination or equal opportunity or any employment, commission, severance, retention or termination agreement between any Seller and any employee of any Seller arising prior to the Closing Date other than those liabilities for which Buyer shall become responsible at law as a result of offering employment to such Employees or as a result of such Employees being transferred to Buyer by operation of law as and from the Closing Date. For the avoidance of doubt, this Section 2.4(l) shall not apply to the UK Employees, the liabilities in respect of which shall be subject to Section 5.5(c); (m) Any liabilities of Sellers to the extent arising out of or resulting from any Sellers’ compliance or non-compliance with any law or order of any Governmental Body, including without limitation any bulk sales laws related to the transactions contemplated herein and TUPE requirements relating to required consultation with UK Employees prior to Closing; (n) Any liability or obligation of Sellers for indebtedness for borrowed money; (o) All Pre-Effective Time Accounts Payable and accrued liabilities other than those liabilities for which Buyer is responsible following the adjustment pursuant to Section 2.8; and (p) Any liability related to Sellers’ indebtedness to any of the Sellers’shareholders, officers, directors or Employees; (q) Any liability related to the termination by Buyer of an employment contract, which contract has the effect of a contract made between the Buyer and the employee concerned as a result of TUPE, and which is not disclosed in the Seller Disclosure Schedule or which is an employment contract with any Employee in the UK that is not listed on Schedule 3.18 of the Seller Disclosure Schedule as a UK Employee; (r) Any liability in connection with or as a result of any claim (including any individual employee entitlement under or consequent on such claim) by any trade union or staff association or any other employee representatives (whether or not recognised by Sellers in respect of all or any of Seller's other agentsthe UK Employees) within the meaning of TUPE and/or the Directive arising from or connected with any failure by the Sellers to comply with any legal obligations to such trade unions, consultants, independent contractors, employees staff associations or former employees, whenever arising, in each case including workers' compensation, severance, salary, bonuses employee representatives within the meaning of TUPE and/or the Directive whether under Regulation 10 of TUPE or under the Directive or otherwise whether any such claim arises or has its origin before, on or after Closing; (s) Any liability in respect of any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with for the transactions contemplated hereby; (iv) the Products and arising period prior to the Closing Date; or and (vt) any implied or explicit warranty obligations Any liabilities arising out of the tax liabilities set forth on Schedule 3.17 of the Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically included within the Assumed LiabilitiesDisclosure Schedule.

Excluded Liabilities. Except for The Buyer does not hereby assume or covenant to satisfy any Liability of the Sellers whatsoever other than the Assumed Liabilities specifically set forth in Section 2.7 above(collectively, Buyer is not assuming, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any liabilities or obligations related to the Products which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other Employee Plan of Seller or any Benefits Liabilities of Seller (the "“Excluded Liabilities"”); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer . By way of example and Seller. Without without limiting the foregoing, all liabilities, including the Buyer does not assume any liabilities for Taxes, arising from or related to: (i) Seller's operations, whenever arising or incurred, or Seller's ownership of the Products and Acquired Assets through following (each of which is included within the definition of “Excluded Liabilities”): (a) any Liability of any Seller arising out of or relating to facts or circumstances existing or occurring before, at or after the Closing Date; to the extent relating to the Excluded Assets; (iib) Seller's termination except as otherwise provided in Section 6.12 (Taxes), any Liability of any Contracts which are Seller for any Taxes whether or not Transferred Contracts; relating to the Purchased Assets and whether or not incurred before the Closing; (iiic) any Liability of Seller's employees hired by Buyer that accrues any Seller for making payments or arises as providing benefits of any kind to his or prior to the Closing Date, or any of Seller's other agents, consultants, independent contractors, its employees or former employees, whenever arisingincluding as a result of the sale of the Purchased Assets; (d) any Liability of any Seller for fees, in each case including workers' compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer costs and expenses incurred in connection with the transactions contemplated hereby; Litigation; (ive) the Products and arising prior to the Closing Date; or (v) any implied or explicit warranty obligations of Seller with respect to the Products entered into prior to the Closing Date, shall be Excluded Liabilities and shall remain the responsibility of Seller, except as otherwise specifically expressly provided in This Agreement, any Liability of any Seller for fees, costs and expenses incurred in connection with This Agreement or any of the Ancillary Agreements, the making or performance of This Agreement or any of the Ancillary Agreements and the transactions contemplated hereby and thereby; (f) any Liability expressly imposed upon any Seller by the terms of This Agreement; or (g) any Liability of any Seller for fees, costs and expenses incurred prior to Closing in connection with the prosecution of the Patent Rights included within the Assumed LiabilitiesPurchased Assets or any other Liability of Sellers to ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP incurred prior to Closing.