Common use of Liabilities Not Assumed Clause in Contracts

Liabilities Not Assumed. Notwithstanding any provision in this Agreement or the Ancillary Agreements, Buyer and its Designees shall not assume, shall not take subject to and shall not be liable for (and the Assumed Liabilities shall not include) the Liabilities as set forth below: (i) except as provided in Section 1.1(d)(ii), any Liabilities to the extent not incident to, or arising out of or incurred with respect to, the Business; (ii) except as provided in Section 1.1(d)(ii), any Liabilities directly or indirectly arising out of or relating to the Excluded Assets; (iii) all Liabilities resulting from any Legal Proceedings pending as of the Closing Date and any property damage, personal injury, death, product recall or other similar Liability arising out of products manufactured or distributed prior to the Closing Date (other than such Liabilities to the extent arising out of or resulting from the shipment, storage, handling or labelling (or any acts or omissions in respect thereof) of such products by Buyer, any of its affiliates or any of their direct or indirect distributors or agents after the Closing Date); (iv) any Liabilities arising out of or relating to any Environmental Laws in respect of any condition existing on the Closing Date that constitutes a violation of any Environmental Law or that would require under Environmental Laws any investigation, cleanup, remediation or removal actions with respect to the presence of Hazardous Materials; (v) any Liability for which Seller or any of its subsidiaries (other than the Subsidiaries) expressly has responsibility pursuant to the terms of this Agreement or any of the Ancillary Agreements; (vi) except as provided under Section 4.6(e) hereof, Liabilities arising under any contract or agreement excluded from the Assets pursuant to Section 4.6(e) hereof until such time as such contract or agreement is deemed to be assigned to Buyer pursuant to Section 4.6(e) hereof; or (vii) except as provided under Sections 1.1(d)(i) and (ii), any indebtedness for borrowed money (including, without limitation, as evidenced by bonds, notes, indentures or similar instruments) or for the deferred purchase price of property or services, or guarantees therefor.

Liabilities Not Assumed. Notwithstanding any provision in this Agreement or the Ancillary Agreements, Buyer and its Designees shall not assumeand does not assume any liabilities, shall not take subject to and shall not be liable for (and the obligations or commitments of Seller of any kind, known or unknown, contingent or otherwise, of whatsoever kind or nature, other than those Assumed Liabilities specifically identified on SCHEDULE 3(b) hereto, which Schedule shall not includeinclude only (a) the Liabilities obligation of Seller under the License Agreement to pay royalties to 3M (as to which Seller is responsible for all obligations incurred by Seller prior to Closing); (b) the obligation to pay 3M the balloon payment in the amount of Eleven Thousand Seven Hundred Seventy-Nine Dollars and Seventy-Nine cents ($11,779.79) on January 25, 1998; (c) the assumption of up to $1,000 for accrued sick leave and vacation payable to employees of Seller who Buyer may employ following the Closing; and (d) any open purchase and/or sales orders of Seller as set forth below: on SCHEDULE 3(b). Any obligations or commitments of Seller not identified on SCHEDULE 3(b) shall remain the sole responsibility of Seller and Seller and Xxxxxxxx will jointly and severally indemnify and hold Buyer, its officers, directors and shareholders, and each of them, harmless from and against any and all such liabilities, expenses or obligations, including, but not limited to, (i) except as provided in Section 1.1(d)(ii)deferred expenses, any Liabilities to the extent not incident to, or arising out of or incurred with respect to, the Businesstrade account liabilities and capitalized lease; (ii) except as provided in Section 1.1(d)(ii), any Liabilities directly or indirectly arising out of or relating to the Excluded Assetsproduct liability claims; (iii) all Liabilities resulting from any Legal Proceedings pending as liabilities in respect of salaries, employee benefit plans, including obligations to employees for bonus and/or severance payments upon the sale of the Closing Date and any property damage, personal injury, death, product recall or other similar Liability arising out of products manufactured or distributed prior to the Closing Date (other than such Liabilities to the extent arising out of or resulting from the shipment, storage, handling or labelling (or any acts or omissions in respect thereof) of such products by Buyer, any of its affiliates or any of their direct or indirect distributors or agents after the Closing Date)Purchased Assets; (iv) any Liabilities income, sales, transfer or other taxes, including taxes arising out of or relating to any Environmental Laws in respect of any condition existing on the Closing Date that constitutes a violation of any Environmental Law or that would require under Environmental Laws any investigation, cleanup, remediation or removal actions with respect to the presence of Hazardous Materialstransactions contemplated by this Agreement; (v) any Liability for which Seller claims related to environmental matters; or any of its subsidiaries (other than the Subsidiaries) expressly has responsibility pursuant to the terms of this Agreement or any of the Ancillary Agreements; (vi) except as provided under Section 4.6(e) hereoflegal expenses or other transaction costs associated with the transactions contemplated by this Agreement. Buyer may offer to hire, Liabilities arising under on its customary basis, any contract or agreement excluded from all of the Assets pursuant to Section 4.6(e) hereof until such time as such contract or agreement is deemed to be assigned to Buyer pursuant to Section 4.6(e) hereof; or Employees (vii) except as provided under Sections 1.1(d)(i) and (iidefined herein), but Buyer shall not assume or be bound by any indebtedness for borrowed money (including, without limitation, as evidenced by bonds, notes, indentures of Seller's employment contracts or similar instruments) other obligations with respect to such Employees. Buyer shall have no obligation whatsoever to hire or for otherwise employ any or all of the deferred purchase price of property or services, or guarantees thereforEmployees.

Liabilities Not Assumed. Notwithstanding any provision Except as expressly provided in this Agreement Section 1.8 or Schedule 1.8 attached hereto, it is understood and agreed that the Ancillary AgreementsPurchasers do not assume or agree hereunder to pay, Buyer and its Designees shall not assumeperform or discharge, shall not take subject to and shall not be liable for (and the Assumed Liabilities Sellers shall not include) pay, discharge and hold the Liabilities Purchasers harmless from, any debt, obligation, tax or liability, known or unknown, contingent or otherwise, of the Sellers of any kind or nature whatsoever. Without limiting the foregoing, except as set forth belowexpressly provided in Section 1.8 or Schedule 1.8, in no event shall the Purchasers assume or incur any liability or obligation in respect of any of the following: (ia) payables and liabilities for materials and services owed by the Sellers with respect to the Business arising on or prior to the Closing Date; (b) product returns, except as provided in Section 1.1(d)(ii), any Liabilities 4.7 hereof; (c) liabilities for shortages or damages in product shipped to third parties on or prior to the extent not incident toClosing Date; (d) any product liability, breach of warranty, or arising out similar claim for injury to person or property regardless of when asserted, which resulted from the use of product inventory manufactured by or incurred on behalf of the Sellers and shipped to a third party on or prior to the Closing Date; (e) any federal, state or local income or other tax payable with respect toto any business, assets, properties or operation of the BusinessSellers or any member of any affiliated group of which the Sellers are a member for any period prior to the Closing Date, or incident to or arising as a consequence of the negotiations or consummation by the Sellers of this Agreement and the transactions contemplated hereby; (iif) except as provided in Section 1.1(d)(ii), any Liabilities directly liability or indirectly arising out of or relating obligation with respect to the Excluded Assets; (iii) all Liabilities resulting from any Legal Proceedings pending as of the Closing Date and any property damage, personal injury, death, product recall or other similar Liability arising out of products manufactured or distributed periods prior to the Closing Date under any law, ordinance or governmental or regulatory rule or regulation, whether federal, state or local, to which the Sellers' business operations, assets or properties is subject, including any environmental laws or regulations; or (other than such Liabilities to the extent arising out of or resulting from the shipment, storage, handling or labelling (or any acts or omissions in respect thereof) of such products by Buyer, any of its affiliates or any of their direct or indirect distributors or agents after the Closing Date); (ivg) any Liabilities arising out of liability or relating to any Environmental Laws in respect of any condition existing on the Closing Date that constitutes a violation of any Environmental Law or that would require under Environmental Laws any investigation, cleanup, remediation or removal actions obligation with respect to periods prior to, or as a result of, the presence of Hazardous Materials; (v) Closing to any Liability for which Seller employees, agents or any of its subsidiaries (other than the Subsidiaries) expressly has responsibility pursuant to the terms of this Agreement or any independent contractors of the Ancillary Agreements; (vi) except as provided under Section 4.6(e) hereofSellers, Liabilities arising under any contract whether or agreement excluded from not employed by the Assets pursuant to Section 4.6(e) hereof until such time as such contract or agreement is deemed to be assigned to Buyer pursuant to Section 4.6(e) hereof; or (vii) except as provided under Sections 1.1(d)(i) and (ii), any indebtedness for borrowed money (including, without limitation, as evidenced by bonds, notes, indentures or similar instruments) or for Purchasers after the deferred purchase price of property or servicesClosing, or guarantees thereforunder benefit arrangement of the Sellers with respect thereto.

Liabilities Not Assumed. Notwithstanding any provision in this Agreement or the Ancillary Agreements, Buyer and its Designees Purchaser shall not assume, nor shall it agree to pay, perform or discharge any liability or obligation of Seller which is not take subject expressly listed or referred to and shall not be liable for in Section 2.1 (and the Assumed "Excluded Liabilities"), which Excluded Liabilities shall not include) the Liabilities as set forth below: , without limitation, (i) all liabilities in connection with any outstanding litigation that is related to the Business or the Purchased Assets, (ii) all liabilities in connection with any litigation filed after the date hereof that relate to activities or conditions on or prior to the Closing Date, except to the extent Purchaser has continued or contributed in any way to the activities which are the subject of such litigation in which case the Damages resulting from Purchaser's pro rata contribution to such activities shall be a Seller Loss (as defined in Section 13.3), (iii) all accounts payable of the Business as of the Closing Date, (iv) any performance obligations of Seller or the Business to cure a breach of any of the Real Property Leases, Contracts with customers of the Business whose average weekly revenues exceed $1,000 a week or more, Personal Property Leases or Other Contracts (a "Performance Obligation to Cure a Breach"), and (v) except as provided in Section 1.1(d)(iiSections 3.11(a) and 3.11(b), all liabilities for Taxes (as defined below) attributable to Seller for any Liabilities to the extent not incident to, taxable period on or arising out of or incurred with respect to, the Business; (ii) except as provided in Section 1.1(d)(ii), any Liabilities directly or indirectly arising out of or relating to the Excluded Assets; (iii) all Liabilities resulting from any Legal Proceedings pending as of the Closing Date and any property damage, personal injury, death, product recall or other similar Liability arising out of products manufactured or distributed prior to the Closing Date (other than such Liabilities to the extent arising out of or resulting from the shipment, storage, handling or labelling (or any acts or omissions in respect thereof) of such products by Buyer, any of its affiliates or any of their direct or indirect distributors or agents after before the Closing Date); , including without limitation any Taxes of Seller, or deficiencies in Taxes or claims for Taxes against Seller, that could become a liability of, or that could be assessed or collected against, Purchaser as a result of or after the transfer of assets contemplated by this Agreement. For purposes of this Section 2.2, "Taxes" shall include (ivx) any Liabilities arising out of net income, gross income, gross receipts, sales, use, ad valorem, franchise, profits, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property or relating to any Environmental Laws in respect windfall profit tax, custom duty or other tax of any condition existing on the Closing Date that constitutes a violation of kind whatsoever, together with any Environmental Law interest and any penalty, addition to tax or that would require under Environmental Laws additional amount imposed by any investigation, cleanup, remediation taxing authority (domestic or removal actions with respect to the presence of Hazardous Materials; (v) any Liability for which Seller or any of its subsidiaries (other than the Subsidiaries) expressly has responsibility pursuant to the terms of this Agreement or any of the Ancillary Agreements; (vi) except as provided under Section 4.6(e) hereof, Liabilities arising under any contract or agreement excluded from the Assets pursuant to Section 4.6(e) hereof until such time as such contract or agreement is deemed to be assigned to Buyer pursuant to Section 4.6(e) hereof; or (vii) except as provided under Sections 1.1(d)(iforeign) and (ii), y) any indebtedness for borrowed money (including, without limitation, as evidenced by bonds, notes, indentures or similar instruments) or liability for the deferred purchase price payment of property any amount of the type described in clause (x) as a result of being a member of an affiliated or services, or guarantees thereforcombined group.

Liabilities Not Assumed. Notwithstanding any provision Except as specifically provided herein and in this Agreement or the Ancillary AgreementsSection 1.5(b) below, Buyer and its Designees shall not assumeassume or become responsible for any liabilities or obligations of Sellers, and all such liabilities and obligations shall remain solely those of Sellers, and Sellers shall pay, perform and discharge, all such obligations and liabilities of Sellers promptly when due in accordance with their terms. Without limiting the generality of the preceding sentence and except as specifically provided in Section 1.5(b), Buyer shall not take subject to and shall not be liable for (and the Assumed Liabilities shall not include) the Liabilities as set forth belowassume or become responsible for: (i) except as provided in Section 1.1(d)(ii)any liabilities or obligations of Sellers including, without limitation, any Liabilities to the extent not incident topersonal obligations of any shareholder or member of ARO or ROLC incurred in any capacity, or including those arising out of any claim, litigation or incurred with respect toproceeding, or any contract, license, commitment or other agreement relating to the operations of the Business or the occurrence of any event before the Closing Date including, without limitation, accounts payable of the Business; (ii) except as provided in Section 1.1(d)(ii), any Liabilities directly compensation obligations or indirectly any liabilities or obligations of Sellers arising out of or relating in connection with any employee benefit plan of Sellers or any other liabilities or obligations of Sellers to any employees with respect to his or her service to the Excluded AssetsBusiness before the Closing Date, including but not limited to any and all accrued vacation and/or sick leave, bonuses and other benefits; (iii) any liabilities or obligations of Sellers for indebtedness for borrowed money, including, but not limited to, any and all Liabilities resulting liabilities and obligations related to real estate financings and any and all obligations to any secured party in connection with any of the Assets; (iv) any liabilities or obligations of Sellers for any type of taxes whatsoever; (v) any and all Medicare, Medicaid and other third party payor obligations arising from any Legal Proceedings pending acts or omissions for any period prior to the Closing Date; (vi) any liability or obligation for any severance pay due any employee of Sellers upon his or her termination of employment; or (vi) any other liabilities or obligations of any nature relating to the operations of the Business or the occurrence of any event before the Closing Date, whether known or determined as of the Closing Date and any property damage, personal injury, death, product recall or other similar Liability arising out unknown or undetermined as of products manufactured or distributed prior to the Closing Date (other than such Liabilities to the extent arising out of or resulting from the shipment, storage, handling or labelling (or any acts or omissions in respect thereof) of such products by Buyer, any of its affiliates or any of their direct or indirect distributors or agents after the Closing Date); (iv) any Liabilities arising out of or relating to any Environmental Laws in respect of any condition existing on the Closing Date that constitutes a violation of any Environmental Law or that would require under Environmental Laws any investigation, cleanup, remediation or removal actions with respect to the presence of Hazardous Materials; (v) any Liability for which Seller or any of its subsidiaries (other than the Subsidiaries) expressly has responsibility pursuant to the terms of this Agreement or any of the Ancillary Agreements; (vi) except as provided under Section 4.6(e) hereof, Liabilities arising under any contract or agreement excluded from the Assets pursuant to Section 4.6(e) hereof until such time as such contract or agreement is deemed to be assigned to Buyer pursuant to Section 4.6(e) hereof; or (vii) except as provided under Sections 1.1(d)(i) and (ii), any indebtedness for borrowed money (including, without limitation, as evidenced by bonds, notes, indentures or similar instruments) or for the deferred purchase price of property or services, or guarantees therefor.

Liabilities Not Assumed. Notwithstanding any provision Anything contained in this Agreement or to the Ancillary Agreementscontrary notwithstanding, Buyer and its Designees Parties shall not assume, and there shall not take subject to and shall not be liable for (and excluded from the Assumed Liabilities shall not include) Liabilities, the Liabilities as set forth below: following (the "EXCLUDED LIABILITIES"): (i) except all obligations of any Seller to any other Seller, any Affiliate of any Seller (other than ATPG as provided described in Section 1.1(d)(ii4.4(b), ) or any Liabilities to the extent not incident to, director or arising out officer of any Seller or incurred with respect to, the Businessof any Affiliate of any Seller; and (ii) except as provided in Section 1.1(d)(ii)any obligations and liabilities of any Seller of any kind, character or description whatsoever, known or unknown, contingent or otherwise, other than the Assumed Liabilities, including, without limitation, (A) any Liabilities directly and all liabilities with respect to Taxes for any period or indirectly portion thereof ending on or before the Closing Date, (B) all obligations, liabilities, commitments or responsibilities relating to any employees, independent contractors or Plans, (C) any and all obligations, liabilities or responsibilities of Sellers arising out of or relating to the Excluded Assets; (iii) all Liabilities resulting from breach by Sellers of any Legal Proceedings pending as of the Closing Date and any property damageAssigned Contract, personal injury, death, product recall or other similar Liability arising out of products manufactured or distributed prior to the Closing Date (other than such Liabilities except to the extent arising out a reserve therefor is expressly reflected on the face of or resulting from the shipment, storage, handling or labelling (or and not solely in any acts or omissions in respect thereofnotes to) of such products by Buyer, any of its affiliates or any of their direct or indirect distributors or agents after the Closing Date); Statement of Net Assets, and (ivD) any Liabilities arising out of and all liabilities or obligations relating to any Environmental Laws Transaction Expense or Transfer Taxes that is the responsibility of Sellers or any Affiliate of Sellers under the terms of this Agreement. Sellers shall pay, perform and discharge in a timely manner or shall make adequate provision for all of the Excluded Liabilities; PROVIDED, HOWEVER, that Sellers may contest, in good faith, any claim of liability asserted by a third party in respect of any condition existing on the Closing Date that constitutes a violation of any Environmental Law or that would require under Environmental Laws any investigation, cleanup, remediation or removal actions thereof so long as it shall have indemnified and have held harmless Buyer with respect to the presence of Hazardous Materials; (v) any Liability for which Seller or any of its subsidiaries (other than the Subsidiaries) expressly has responsibility thereto pursuant to the terms of this Agreement or any of the Ancillary Agreements; (vi) except as provided under Section 4.6(e) hereof, Liabilities arising under any contract or agreement excluded from the Assets pursuant to Section 4.6(e) hereof until such time as such contract or agreement is deemed to be assigned to Buyer pursuant to Section 4.6(e) hereof; or (vii) except as provided under Sections 1.1(d)(i) and (ii), any indebtedness for borrowed money (including, without limitation, as evidenced by bonds, notes, indentures or similar instruments) or for the deferred purchase price of property or services, or guarantees thereforAgreement.

Liabilities Not Assumed. Notwithstanding any provision anything in this Agreement or the Ancillary AgreementsAssumption Agreement to the contrary, the Buyer and its Designees shall not assumeassume any, and the Seller shall retain and be responsible for all, of the following liabilities and obligations of the Seller: (a) all liabilities and obligations arising under or in connection with all revenue bonds issued by the Seller which are or were secured by a pledge of revenues derived from the operation of the Assets, including, without limitation, all liabilities and obligations incurred in connection with the issuance, defeasance or redemption of such revenue bonds; (b) all liabilities and obligations of the Seller for income-based taxes arising as a result of the sale by the Seller of the Assets or the assumption by the Buyer of any liabilities in accordance with this Agreement; (c) all liabilities and obligations of the Seller arising under or in connection with any and all ATU Plans, as defined in Section 5.8 hereof, and any and all Multiemployer Plans and Multiple Employer Plans, as defined in Section 5.8 hereof, to which the Seller has made contributions; provided, however, that the Buyer shall assume all, and the Seller shall not take subject retain or be responsible for any, liabilities and obligations of the Seller with respect to medical, disability and shall not be liable for group life benefits (other than benefits payable after retirement) and the Assumed Liabilities shall not includeMultiple Employer Plans and Multiemployer Plans described in Section 5.8(b)(iii) the Liabilities as set forth below: hereof, other than liabilities and obligations (i) except as provided under the PERS (but excluding the Buyer's obligation to pay the amount specified in Section 1.1(d)(ii2.3(k) hereof), any Liabilities to the extent not incident to, or arising out of or incurred with respect to, the Business; (ii) except as provided in Section 1.1(d)(ii)for penalties for the Seller's noncompliance with applicable law, any Liabilities directly or indirectly arising out of or relating to the Excluded Assets; (iii) all Liabilities resulting from any Legal Proceedings pending as of the Closing Date for contributions required to be made to such Multiple Employer Plans and any property damage, personal injury, death, product recall or other similar Liability arising out of products manufactured or distributed Multiemployer Plans prior to the Closing Date and (other than such Liabilities to the extent arising out of or iv) resulting from the shipment, storage, handling full or labelling (partial withdrawal by the Seller from any Multiple Employer Plan or any acts or omissions in respect thereof) of such products by Buyer, any of its affiliates or any of their direct or indirect distributors or agents after the Closing Date)Multiemployer Plan; (ivd) any Liabilities arising out all liabilities and obligations of or relating the Seller required to any Environmental Laws in respect of any condition existing on the Closing Date that constitutes a violation of any Environmental Law or that would require under Environmental Laws any investigation, cleanup, remediation or removal actions with respect be disclosed to the presence of Hazardous Materials; (v) any Liability for which Seller or any of its subsidiaries (other than the Subsidiaries) expressly has responsibility pursuant to Buyer under the terms of this Agreement of which the Seller has actual knowledge on the Closing Date but intentionally decides not to disclose to the Buyer; (e) all liabilities and obligations of the Seller arising in respect of or in connection with any of the Ancillary Agreementsassets listed on Schedule 1.2 hereto; (vif) except as provided under Section 4.6(eall liabilities and obligations of the Seller, the assumption of which by the Buyer would not be permitted by law because the Seller is a governmental entity and the Buyer is not; (g) hereof, Liabilities arising under any contract or agreement excluded from all liabilities and obligations of the Assets pursuant to Section 4.6(e) hereof until such time Seller for "Arbitrage payable," as such contract or agreement term is used in the 1997 Financial Statements; and (h) all liabilities and obligations for all MUSA (as defined herein) payments, the 1998 revenue distribution and the 1999 revenue distribution (all of which the Seller is expected to pay prior to Closing). For the purposes of this Section 2.4, the Seller shall be deemed to be assigned to Buyer pursuant to Section 4.6(e) hereof; have actual knowledge of a liability or (vii) except as provided under Sections 1.1(d)(i) obligation if, and (ii)only if, the Seller's Mayor, a member of either the ATU Committee of Seller's Municipal Assembly or Executive Committee, any indebtedness for borrowed money official (including, without limitation, as evidenced by bonds, notes, indentures elected or similar instrumentsappointed) of the Seller with a rank of director or for the deferred purchase price of property or serviceshigher, or guarantees thereforany officer of ATU with the rank of division manager or higher has actual knowledge of such liability or obligation.

Liabilities Not Assumed. Notwithstanding any provision in Except for the Assumed Obligations, Buyer does not assume, and will not be deemed by the execution and delivery of this Agreement or the Ancillary Agreementsconsummation of the transactions contemplated hereby to have assumed, any other liabilities or obligations of Seller of any kind or nature whatsoever, regardless of whether required by generally accepted accounting principles to be reflected on a balance sheet or disclosed in the related notes (the "Retained Obligations"). Without limiting the generality of the foregoing, the Retained Obligations include and Buyer and its Designees shall not assume, assume nor shall not take subject to and shall not Buyer be liable for (and the Assumed Liabilities shall not include) the Liabilities as set forth belowfor: (i) except as provided in Section 1.1(d)(ii), any Liabilities to the extent not incident to, liabilities or arising out obligations of or incurred with respect to, the Business; (ii) except as provided in Section 1.1(d)(ii), any Liabilities directly or indirectly arising out of or Seller relating to the Excluded Assets; (iiiii) all Liabilities resulting from any Legal Proceedings pending as obligations and liabilities of the Closing Date and any property damage, personal injury, death, product recall or other similar Liability Seller arising out of products manufactured the violation by Seller of any Environmental Laws (as defined below) or distributed prior to for the Closing Date Release (other than such Liabilities to the extent as defined below) of any Hazardous Materials (as defined below) (including, without limitation those arising out of or resulting from related to the shipment, storage, handling Studio Site or labelling leased real property); (iii) any liabilities or obligations of Seller to any acts employees of Seller or omissions in respect thereof) of such products its affiliates not employed by Buyer, any of its affiliates or any of their direct or indirect distributors or agents after the Closing Date); (iv) any Liabilities arising out of or liability relating to the employment of current or former employees of the Station prior to the Closing, including but not limited to any Environmental Laws liabilities or obligations of Seller for severance, accrued vacation or sick leave except as set forth in Section 5.6 hereof or any liabilities under or in respect of any condition existing on the Closing Date that constitutes a violation of any Environmental Law or that would require under Environmental Laws any investigation, cleanup, remediation or removal actions with respect to the presence of Hazardous MaterialsEmployee Benefit Plan (as hereinafter defined); (v) except for the Station Contract with The Daily Buzz, LLC and any Liability for which other Station Contracts listed on SCHEDULE 1.1(D), any obligations or liabilities of Seller to any other business unit of Seller, any affiliate of Seller, any director or officer of Seller or any of its subsidiaries (other than affiliates, or the Subsidiaries) expressly has responsibility pursuant to the terms holder of this Agreement any equity or ownership interest in Seller or any of the Ancillary Agreementsits affiliates; (vi) except as provided under Section 4.6(eany litigation, proceeding, or claim by any Person (defined below) hereofto the extent relating to the business or operations of the Station prior to the Effective Time, Liabilities arising under whether or not such litigation or proceeding or claim is pending, threatened or asserted before, on or after the Effective Time; (vii) any contract liability for income or agreement excluded from other taxes relating to the Assets pursuant Station pertaining to Section 4.6(ethe period prior to the Effective Time; (viii) hereof until such time as such contract any liability in respect of any note, bond or agreement is deemed to be assigned to Buyer pursuant to Section 4.6(e) hereofindebtedness for borrowed money; or (viiix) except as provided under Sections 1.1(d)(iany liability or sanctions imposed by the FCC resulting from violation(s) and (ii), any indebtedness for borrowed money (including, without limitation, as evidenced by bonds, notes, indentures or similar instrumentsthe Station of FCC rule(s) or for prior to the deferred purchase price of property or services, or guarantees thereforEffective Time.

Liabilities Not Assumed. Notwithstanding any provision in Except for the Assumed Obligations, Buyer does not assume, and will not be deemed by the execution and delivery of this Agreement or the Ancillary Agreementsconsummation of the transactions contemplated hereby to have assumed, any other liabilities or obligations of Seller of any kind or nature whatsoever, regardless of whether required by generally accepted accounting principles to be reflected on a balance sheet or disclosed in the related notes (the “Retained Obligations”). Without limiting the generality of the foregoing, the Retained Obligations include and Buyer and its Designees shall not assume, assume nor shall not take subject to and shall not Buyer be liable for (and the Assumed Liabilities shall not include) the Liabilities as set forth belowfor: (i) except as provided in Section 1.1(d)(ii), any Liabilities to the extent not incident to, liabilities or arising out obligations of or incurred with respect to, the Business; (ii) except as provided in Section 1.1(d)(ii), any Liabilities directly or indirectly arising out of or Seller relating to the Excluded Assets; (iiiii) all Liabilities resulting from any Legal Proceedings pending as obligations and liabilities of the Closing Date and any property damage, personal injury, death, product recall or other similar Liability Seller arising out of products manufactured the violation by Seller of any Environmental Laws (as defined below) or distributed prior to for the Closing Date Release (other than such Liabilities to the extent as defined below) of any Hazardous Materials (as defined below) (including, without limitation those arising out of or resulting from related to the shipmentStudio Site or leased real property); (iii) any liabilities or obligations of Seller to any employees of Seller or its affiliates not employed by Buyer; (iv) any liability relating to the employment of current or former employees of the Station prior to the Closing, storageincluding but not limited to any liabilities or obligations of Seller for severance, handling accrued vacation or labelling (sick leave except as set forth in Section 5.6 hereof or any acts liabilities under or omissions in respect thereofof any Employee Benefit Plan (as hereinafter defined); (v) except for the Station Contract with The Daily Buzz, LLC and any other Station Contracts listed on Schedule 1.1(d), any obligations or liabilities of such products by BuyerSeller to any other business unit of Seller, any affiliate of Seller, any director or officer of Seller or any of its affiliates affiliates, or the holder of any equity or ownership interest in Seller or any of their direct its affiliates; (vi) any litigation, proceeding, or indirect distributors claim by any Person (defined below) to the extent relating to the business or agents operations of the Station prior to the Effective Time, whether or not such litigation or proceeding or claim is pending, threatened or asserted before, on or after the Closing DateEffective Time; (vii) any liability for income or other taxes relating to the Station pertaining to the period prior to the Effective Time; (viii) any liability in respect of any note, bond or indebtedness for borrowed money; or (ix) any liability or sanctions imposed by the FCC resulting from violation(s) by the Station of FCC rule(s) prior to the Effective Time. As used in this Agreement, “Environmental Laws” means any law, rule, regulation, judgment, decree, stipulation, or injunction pertaining to land use, air, soil, surface water, groundwater (including the protection, cleanup, removal, remediation or damage thereof), Hazardous Materials, wetlands, public or employee health or safety or any other environmental matter, including, without limitation, the following laws: (i) Clean Air Act (42 X.X.X. §0000, et seq.); (ii) Clean Water Act (33 X.X.X. §0000, et seq.); (iii) Emergency Planning and Community Right-to-Know Act (42 U.S.C. §11001, et seq.); (iv) any Liabilities arising out of or relating to any Environmental Laws in respect of any condition existing on the Closing Date that constitutes a violation of any Environmental Law or that would require under Environmental Laws any investigationResource Conservation and Recovery Act (42 X.X.X. §0000, cleanup, remediation or removal actions with respect to the presence of Hazardous Materialset seq.); (v) any Liability for which Seller or any of its subsidiaries Toxic Substances Control Act (other than the Subsidiaries) expressly has responsibility pursuant to the terms of this Agreement or any of the Ancillary Agreements15 X.X.X. §0000, et seq.); (vi) except as provided under Section 4.6(e) hereofOccupational Safety and Health Act (29 U.S.C. §651, Liabilities arising under any contract or agreement excluded from the Assets pursuant to Section 4.6(e) hereof until such time as such contract or agreement is deemed to be assigned to Buyer pursuant to Section 4.6(e) hereofet seq.); or (vii) except as provided under Sections 1.1(d)(iComprehensive Environmental Response Compensation and Liability Act (42 X.X.X. §0000, et seq.); (viii) Safe Drinking Water Act (42 U.S.C. §300f, et seq.); (ix) Toxic Substances Control Act (15 X.X.X. §0000, et seq.); (x) Rivers and Harbors Act (33 U.S.C. §401, et seq.), (xi) Endangered Species Act (16 X.X.X. §0000, et seq.); (xii) Hazardous Material Transportation Act (49 X.X.X. §0000, et seq.); (xiii) any similar or applicable environmental state law, rule or regulation; and (ii)xiv) any other law, rule or regulation relating to Hazardous Materials; and (xv) any indebtedness for borrowed money (includinglaw, without limitation, as evidenced by bonds, notes, indentures rule or similar instruments) or for the deferred purchase price of property or services, or guarantees thereforregulation relating to radio radiation.

Liabilities Not Assumed. Notwithstanding Other than the Assumed Liabilities, Buyer ----------------------- shall not assume or become obligated in any provision in this Agreement way to pay any Liabilities of Seller or any of its Affiliates or the Ancillary AgreementsBusiness, including any of the following: (a) Liabilities now or hereafter arising from or with respect to the sale, license, provision, performance or delivery by Seller or any of its Affiliates of any products or services that occurred before the Closing; (b) Liabilities now or hereafter arising from or with respect to any demand, claim, debt, suit, cause of action, arbitration or other proceeding (including a warranty claim, a product liability claim or any other claim) that is made or asserted by any third person that relates to any product or service that was sold, licensed or otherwise provided by Seller or any of its Affiliates to any customer before the Closing; (c) Liabilities now or hereafter arising from or with respect to noncompliance with any bulk sales, bulk transfer or similar laws applicable to the transactions contemplated by this Agreement; (d) Liabilities now or hereafter arising from or with respect to the employment or termination of any current, former or future employee of Seller or any of its Affiliates, including Liabilities for the payment of any and all severance pay, wages or accrued and unused vacation time or for reimbursement of any expenses incurred by any such employees (but excluding Liabilities for the payment of any and all severance pay that Buyer or DoveBid may, in its sole and absolute discretion, agree to pay to any Offeree (as defined in Section 8.1(g)) or any Transitional Employee (as defined in Section 8.1(g)) upon the termination of such person's employment with Buyer or DoveBid, as applicable); (e) Liabilities now or hereafter arising from or with respect to any Employee Plans or other employee benefit plans of Seller or any of its Designees shall not assumeAffiliates; (f) Liabilities now or hereafter arising from or with respect to any employee of Seller or any of its Affiliates, shall not take subject including Liabilities under COBRA and WARN; (g) Liabilities now or hereafter arising from or with respect to any breach, violation or default by Seller or any of its Affiliates of any contract, agreement or commitment of Seller or any of its Affiliates that occurred (or arose from facts occurring) on or before the Closing; (h) Taxes now or hereafter due and shall not be liable for (payable by Seller or any Affiliate of Seller, including any Taxes on, or arising from, Seller's sale, assignment, transfer, conveyance and delivery to Buyer of any of the Assumed Liabilities shall not include) the Liabilities as set forth below: Assets pursuant to this Agreement; (i) except as provided Taxes attributable or related to any of the Assets that relate in Section 1.1(d)(ii), any Liabilities to the extent not incident manner to, or first arose during, any time period or portion thereof ending on or prior to the Closing Date, and any related Liabilities of Seller and its Affiliates; (j) Liabilities now or hereafter arising out of from or incurred with respect to, the Business; (ii) except as provided in Section 1.1(d)(ii), to any Liabilities directly or indirectly arising out of or relating to the Excluded Assets; (iiik) all Liabilities resulting now or hereafter arising from any Legal Proceedings pending as of the Closing Date and any property damage, personal injury, death, product recall or other similar Liability arising out of products manufactured or distributed prior to the Closing Date (other than such Liabilities to the extent arising out of or resulting from the shipment, storage, handling or labelling (or any acts or omissions in respect thereof) of such products by Buyer, any of its affiliates or any of their direct or indirect distributors or agents after the Closing Date); (iv) any Liabilities arising out of or relating to any Environmental Laws in respect of any condition existing on the Closing Date that constitutes a violation of any Environmental Law or that would require under Environmental Laws any investigation, cleanup, remediation or removal actions with respect to the presence of Hazardous Materials; violation (vor alleged violation) any Liability for which by Seller or any of its subsidiaries Affiliates of any statute, law, ordinance, regulation, order, judgment or decree of any Governmental Entity or any jurisdiction (other than the SubsidiariesAssumed Liabilities); and (l) expressly has responsibility pursuant Liabilities now or hereafter arising from or with respect to the terms of this Agreement any breach, violation or default by Seller or any of its Affiliates of, or any action of Seller or any of its Affiliates pursuant to, any of the Ancillary Agreements; agreements listed on Schedule C of the Seller Disclosure Letter that occurred (vior arose from facts ---------- occurring) except as provided on or before the effective date of the applicable Assignment and Assumption Agreement related thereto. All Liabilities of Seller and its Subsidiaries not expressly assumed by Buyer under Section 4.6(e) hereof, Liabilities arising under any contract or agreement excluded from 4.1 are referred to as the Assets pursuant to Section 4.6(e) hereof until such time as such contract or agreement is deemed to be assigned to Buyer pursuant to Section 4.6(e) hereof; or (vii) except as provided under Sections 1.1(d)(i) and (ii), any indebtedness for borrowed money (including, without limitation, as evidenced by bonds, notes, indentures or similar instruments) or for the deferred purchase price of property or services, or guarantees therefor"Excluded Liabilities."