Common use of Non-Assumption of Liabilities Clause in Contracts

Non-Assumption of Liabilities. Except as specifically set forth on Schedule 2.2, in this Section 2.2 and in Sections 2.4 and 2.5 hereof, Buyer expressly does not, and shall not, assume or be deemed to have assumed under this Agreement or by reason of any transaction contemplated hereunder, any debts, liabilities (contingent or otherwise) or obligations of any of the members of the Winlit Group or any shareholder of Winlit of any nature whatsoever. Buyer shall assume the obligations arising subsequent to the Closing Date under all contracts, agreements, commitments and leases of Winlit being assigned or transferred to Buyer hereunder, but only to the extent disclosed in Schedule 1.1(c) or 2.2 hereto (collectively, the "Assumed Obligations"); provided, however, that notwithstanding any other provision of this Agreement, the Assumed Obligations shall not include any (i) debts, liabilities (contingent or otherwise) or obligations of any of the members of the Winlit Group or any shareholder of Winlit (including, without limitation, trade accounts payable and liabilities that should be accrued on the Financial Statements (as defined herein) in accordance with generally accepted accounting principles up to the Closing Date) with respect to those Assumed Obligations referred to in this section, arising out of any contract, agreement, commitment or lease (a) required to be listed but not listed on Schedule 1.1(c) hereto (regardless of any knowledge thereof on the part of Buyer) or (b) the benefits of which are not validly assigned to Buyer, (ii) any liabilities arising from customer complaints or any related customer chargebacks (including all deductions of any kind) relating to the Business prior to the Closing Date, or (iii) any liability or obligation for Taxes, whether or not accrued, assessed or currently due and payable, including without limitation any liability for Taxes (a) any member of the Winlit Group or any shareholder of Winlit, whether or not it relates to the operation of Winlit's business, (b) arising from the operation of Winlit's business or the ownership of the Assets on or prior to the Closing Date or (c) arising out of the consummation of the transactions contemplated hereby (for purposes of this Section 2.2, all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Assets for a Tax period that includes (but does not end on) the Closing Date shall be apportioned between Winlit and Buyer based upon the number of days of such period included in the Tax period before (and including) the Closing Date and the number of days of such Tax period after the Closing Date). Notwithstanding anything to the contrary contained herein, it shall be the responsibility of Buyer to reimburse Winlit for any customs and duty charges paid by Winlit with respect to any of the Purchased Inventory.

Non-Assumption of Liabilities. Except as specifically set forth on Schedule 2.2for all of the liabilities and obligations of BSI in the BSI/Rochester Exclusive License after the Closing Date (other than any liabilities and obligations arising from the breach or noncompliance by BSI with the BSI/Rochester Exclusive License prior to the Closing Date or the nonpayment of the License Price thereunder), in this Section 2.2 which liabilities and in Sections 2.4 obligations the Purchaser hereby agrees to assume and 2.5 hereof, Buyer expressly does notbecome liable for, and except for the other liabilities and obligations of the Purchaser pursuant to this Agreement, the Purchaser shall notnot assume, assume or be deemed to have assumed under this Agreement in any way become liable for, any liabilities or by reason obligations of the Seller, of any transaction contemplated hereunderkind or nature, any debtswhether accrued, liabilities (absolute, contingent or otherwise) , or obligations whether due or to become due, or otherwise, arising out of any of events or transactions or facts which shall have occurred on or prior to or, only with respect to the members of the Winlit Group or any shareholder of Winlit of any nature whatsoever. Buyer shall assume the obligations arising Purchased Assets, subsequent to the Closing Date under all contracts, agreements, commitments and leases of Winlit being assigned or transferred to Buyer hereunder, but only to the extent disclosed in Schedule 1.1(c) or 2.2 hereto (collectively, the "Assumed Obligations"“Excluded Assets”). The Excluded Assets shall include, without limitation: (a) 50% of all transfer, sales, purchase, use, value added, excise or similar tax imposed under the laws of the United States, or any other state or political subdivision thereof, which arises out of the transfer of the Purchased Assets; (b) any liability or obligation arising out of any claim, action, suit or proceeding pending as of the Closing Date or any subsequent claim, action, suit or proceeding arising out of or relating to matters or events occurring, or with respect to the manner in which the Seller owned or used the Technology, on or prior to the Closing Date; (c) any liability or obligation relating to the ownership, development or use of the Technology by the Seller on or prior to the Closing Date; (d) any liability or obligation arising out of or relating to assets owned or leased by the Seller on, prior or after the Closing Date (other than with respect to the BSI/Rochester Exclusive License after the Closing Date); provided, however, that notwithstanding (e) any other provision of this Agreement, the Assumed Obligations shall not include any (i) debts, liabilities (contingent liability or otherwise) or obligations of any obligation of the members Seller with respect to a collective bargaining agreement or any employee benefit or incentive plan, agreement or arrangement; (f) any liability of the Winlit Group Seller or its affiliates for any federal, state, local or foreign income taxes, or any shareholder of Winlit non-accrued payroll, sales, property or other taxes (including, without limitation, trade accounts payable and liabilities that should those yet to be accrued on assessed or payable) for any periods prior to or, other than with respect to the Financial Statements (as defined herein) in accordance with generally accepted accounting principles up Purchased Assets, subsequent to the Closing Date) with respect to those Assumed Obligations referred to in this sectionDate including, arising out of any contractwithout limitation, agreement, commitment all monies or lease (a) trust fund taxes required to be listed but not listed on Schedule 1.1(cwithheld by the Seller from employees employed by the Seller; (g) hereto (regardless the fees, costs and expenses of any knowledge thereof person, firm, corporation or other entity acting on behalf of, or representing the part of Buyer) Seller as broker, finder, investment banker, financial advisor, accountant, attorney or in any similar capacity; (b) the benefits of which are not validly assigned to Buyer, (iih) any liabilities arising from customer complaints debt, obligation or any related customer chargebacks liability of the Seller for money borrowed; (including all deductions of any kind) relating to the Business prior to the Closing Date, or (iiii) any liability or obligation for Taxesresulting from a breach caused by the Seller at any time before or after the Closing of any agreement, whether contract, commitment, license or not accruedlease; (j) any liability, assessed obligation, fine or currently due penalty of any kind resulting from and payablerelating to the Seller’s violation of applicable laws or failure to have, including without limitation maintain or comply with the terms of any required permits, licenses, certificates or other authorizations required under applicable law; (k) any liability for Taxes (a) any member of the Winlit Group or any shareholder of Winlitobligation relating to investigation, whether remediation or not it relates to the operation of Winlit's business, (b) arising from the operation of Winlit's business or the ownership of the Assets on or prior to the Closing Date or (c) arising out of the consummation of the transactions contemplated hereby (for purposes of this Section 2.2, all real property Taxes, personal property Taxes and similar ad valorem obligations levied otherwise with respect to the Assets for a Tax period that includes (but does not end on) the Closing Date shall be apportioned between Winlit hazardous materials including, without limitation, all liabilities and Buyer based upon the number obligations with respect to handling, removal, transport, treatment, storage and disposal of days of such period included hazardous materials, to any location, in the Tax period before (and including) the Closing Date and the number of days of such Tax period each case, occurring prior to or after the Closing Date). Notwithstanding anything ; and/or (l) future performance obligations of the Seller in respect of outstanding leases, contracts, licenses, sales orders and purchase orders (other than pursuant to the contrary contained herein, it shall be the responsibility of Buyer to reimburse Winlit for any customs and duty charges paid by Winlit with respect to any of the Purchased InventoryBSI/Rochester Exclusive License).

Non-Assumption of Liabilities. Except as specifically set forth on Schedule 2.2Notwithstanding the provisions of Section 3.1, in this Section 2.2 and in Sections 2.4 and 2.5 hereof, Buyer Assumed Liabilities expressly does not, and shall not, assume do not include the following Liabilities of Seller (the “Retained Liabilities”): all Taxes arising from or be deemed with respect to have assumed under this Agreement the Purchased Assets or by reason of any transaction contemplated hereunder, any debts, liabilities (contingent or otherwise) or obligations of any the operation of the members of the Winlit Group Business that are incurred in or attributable to any shareholder of Winlit of Pre-Closing Tax Period; any nature whatsoever. Buyer shall assume the obligations arising subsequent Liability pursuant to the Closing Date under all contracts, agreements, commitments and leases of Winlit being assigned or transferred to Buyer hereunder, but only any Environmental Law to the extent disclosed in Schedule 1.1(c) or 2.2 hereto (collectively, the "Assumed Obligations"); provided, however, that notwithstanding any other provision of this Agreement, the Assumed Obligations shall not include any (i) debts, liabilities (contingent or otherwise) or obligations of any of the members of the Winlit Group or any shareholder of Winlit (including, without limitation, trade accounts payable and liabilities that should be accrued on the Financial Statements (as defined herein) in accordance with generally accepted accounting principles up to the Closing Date) with respect to those Assumed Obligations referred to in this section, arising out of any contract, agreement, commitment or lease (a) required to be listed but not listed on Schedule 1.1(c) hereto (regardless of any knowledge thereof on the part of Buyer) or (b) the benefits of which are not validly assigned to Buyer, (ii) any liabilities arising from customer complaints or any related customer chargebacks (including all deductions of any kind) relating to the Business prior to the Closing Dateany action, event, circumstance or (iii) any liability condition occurring or obligation for Taxes, whether or not accrued, assessed or currently due and payable, including without limitation any liability for Taxes (a) any member of the Winlit Group or any shareholder of Winlit, whether or not it relates to the operation of Winlit's business, (b) arising from the operation of Winlit's business or the ownership of the Assets existing on or prior to the Closing Date Date; any Indebtedness or (c) guarantees thereof outstanding as of the Closing Date; any Liabilities arising out of or relating to a pending or actual breach of or default under any Assumed Contract by Seller occurring prior to the Closing Date; any Liability arising out of or related to products of Seller manufactured, installed or sold prior to Closing, including product liability claims (but excluding warranty claims assumed by Purchaser pursuant to Section 3.1.3); any Liability arising out of claims of infringement of any Intellectual Property or Technology used in the Business for infringements occurring prior to Closing; any Liability arising out of any Claim pending as of the Closing Date or arising out of any act or omission of Seller prior to the Closing Date; any Liability arising out of or resulting from Seller’s non-compliance with any Law or any Order of any Governmental Authority; any Liability relating to any indemnification obligation of Seller with respect to its officers or directors; any Liability of Seller relating to the Contracts under which Purchaser receives Assigned Rights through Section 2.1.11; all accrued but unpaid performance bonuses owed to Seller’s employees, any Liability or obligation relating to any Retained Contract or Retained Asset; all obligations of Seller under Section 3.3.3 and liabilities in connection therewith, including, without limitation, any change of control payments or incentive payments to Xxxx Xxxxxxx or other Persons that are triggered by the consummation of the transactions contemplated hereby (for purposes under this Agreement; and any other debts, liabilities or obligations of this Section 2.2, all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Assets for a Tax period that includes (but does Seller not end on) the Closing Date shall be apportioned between Winlit and Buyer based upon the number of days of such period expressly included in the Tax period before (and including) the Closing Date and the number of days of such Tax period after the Closing Date). Notwithstanding anything to the contrary contained herein, it shall be the responsibility of Buyer to reimburse Winlit for any customs and duty charges paid by Winlit with respect to any of the Purchased InventoryAssumed Liabilities.

Non-Assumption of Liabilities. Except as specifically set forth on Schedule 2.2Notwithstanding the provisions of Section 3.1, Assumed Liabilities expressly do not include the following Liabilities of Seller (the “Retained Liabilities”); all Taxes arising from or with respect to the Purchased Assets (other than the portion of Transfer Taxes, if any, for which Purchaser is responsible in this accordance with Section 2.2 and in Sections 2.4 and 2.5 hereof, Buyer expressly does not, and shall not, assume or be deemed to have assumed under this Agreement or by reason of any transaction contemplated hereunder, any debts, liabilities (contingent or otherwise8.7.2) or obligations of any the operation of the members of the Winlit Group GlobalTrak Business that are incurred in or attributable to any shareholder of Winlit of Pre-Closing Tax Period; any nature whatsoever. Buyer shall assume the obligations arising subsequent liability pursuant to the Closing Date under all contracts, agreements, commitments and leases of Winlit being assigned or transferred to Buyer hereunder, but only any Environmental Law to the extent disclosed in Schedule 1.1(c) or 2.2 hereto (collectively, the "Assumed Obligations"); provided, however, that notwithstanding any other provision of this Agreement, the Assumed Obligations shall not include any (i) debts, liabilities (contingent or otherwise) or obligations of any of the members of the Winlit Group or any shareholder of Winlit (including, without limitation, trade accounts payable and liabilities that should be accrued on the Financial Statements (as defined herein) in accordance with generally accepted accounting principles up to the Closing Date) with respect to those Assumed Obligations referred to in this section, arising out of any contract, agreement, commitment or lease (a) required to be listed but not listed on Schedule 1.1(c) hereto (regardless of any knowledge thereof on the part of Buyer) or (b) the benefits of which are not validly assigned to Buyer, (ii) any liabilities arising from customer complaints or any related customer chargebacks (including all deductions of any kind) relating to the Business prior to the Closing Dateany action, event, circumstance or (iii) any liability condition occurring or obligation for Taxes, whether or not accrued, assessed or currently due and payable, including without limitation any liability for Taxes (a) any member of the Winlit Group or any shareholder of Winlit, whether or not it relates to the operation of Winlit's business, (b) arising from the operation of Winlit's business or the ownership of the Assets existing on or prior to the Closing Date or (c) arising out Date; any Indebtedness outstanding as of the consummation of the transactions contemplated hereby (for purposes of this Section 2.2, all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Assets for a Tax period that includes (but does not end on) the Closing Date shall (except for obligations in respect of the Assumed Contracts to the extent assumed or to be apportioned between Winlit and Buyer based upon the number of days of such period included assumed in the Tax period before (and including) the Closing Date accordance with Section 3.1.2 above, and the number of days of such Tax period after the Closing Date). Notwithstanding anything debts, obligations and liabilities to the contrary contained herein, it shall extent assumed or to be assumed in accordance with Section 3.1.1 above); any liability existing immediately prior to Closing of the responsibility GlobalTrak Business to Seller or any of Buyer to reimburse Winlit for its Affiliates; any customs and duty charges paid by Winlit liability arising under the Assumed Contracts with respect to any breach or default of Seller existing on or prior to the Closing Date; any liability arising out of or related to Products of Seller manufactured or sold prior to Closing, including product liability claims (but excluding warranty claims assumed by Purchaser pursuant to Section 3.1.3); any Liability arising out of claims of infringement of any Intellectual Property or Technology for infringements occurring prior to Closing; any Liability arising out of any Claim pending as of the Purchased InventoryClosing Date or arising out of any act or omission of Seller prior to the Closing Date; any Liability arising out of or resulting from Seller’s non-compliance with any Law or any Order of any Governmental Authority in connection with the operation of the GlobalTrak Business prior to the Closing; any liability relating to any indemnification obligation of Seller with respect to its officers or directors; any liability of Seller relating to the Contracts under which Purchaser receives Assigned Rights through Section 2.1.10; all accrued but unpaid performance bonuses owed to Seller’s employees, any liability or obligation relating to any Retained Asset; all obligations of Seller under Section 3.3.3 and liabilities in connection therewith; and any other debts, liabilities or obligations of Seller not expressly included in the Assumed Liabilities.

Non-Assumption of Liabilities. Except Notwithstanding the provisions of Section 3.1, Assumed Liabilities expressly do not include the following Liabilities of Sellers (the “Retained Liabilities”): (i) all Taxes arising from or with respect to the Purchased Assets or the operation of the Business that are incurred in or attributable to any Pre-Closing Tax Period (subject to Purchaser’s obligation to pay its portion of the Transfer Taxes pursuant to Section 11.4); (ii) any liability pursuant to any Environmental Law to the extent arising from or relating to any action, event, circumstance or condition occurring or existing in respect of the Seller Assets or the Business on or prior to the Closing Date; (iii) any Indebtedness or guarantees thereof outstanding as specifically set forth on Schedule 2.2of the Closing Date; (iv) any Liabilities arising out of or relating to a pending or actual breach of or default under any Assumed Contract by Sellers occurring prior to the Closing Date; (v) any Liability arising out of Products of Sellers sold prior to Closing, in this including product liability claims (but excluding warranty claims to the extent assumed by Purchaser pursuant to Section 2.2 and in Sections 2.4 and 2.5 hereof, Buyer expressly does not, and shall not, assume or be deemed to have assumed under this Agreement or by reason 3.1.3); (vi) any Liability arising out of claims of infringement of any transaction contemplated hereunder, Intellectual Property or Technology used in the Business for infringements occurring prior to Closing; (vii) any debts, liabilities (contingent or otherwise) or obligations Liability arising out of any Claim pending as of the members of the Winlit Group Closing Date or any shareholder of Winlit arising out of any nature whatsoever. Buyer shall assume the obligations arising subsequent act or omission of Sellers prior to the Closing Date (other than any Liabilities that the Purchaser has expressly agreed to assume under all contracts, agreements, commitments and leases Sections 3.1.1 through 3.1.5 above); (viii) any Liability arising out of Winlit being assigned or transferred resulting from Sellers’ non-compliance with any Law or any Order of any Governmental Authority; (ix) any Liability relating to Buyer hereunder, but only any indemnification obligation of Sellers with respect to its officers or directors; (x) any Liability of Sellers relating to the extent disclosed in Schedule 1.1(cContracts under which Purchaser receives Assigned Rights through Section 2.1.10; (xi) all unpaid compensation, commissions, performance bonuses or 2.2 hereto (collectively, the "Assumed Obligations"); provided, however, that notwithstanding any other provision of this Agreement, the Assumed Obligations shall not include any (i) debts, liabilities (contingent severance owed or otherwise) or obligations of payable to any of the members of the Winlit Group Sellers’ employees, contractors or any shareholder of Winlit (agents, including, without limitation, trade accounts payable and liabilities any such amounts that should be accrued on the Financial Statements (as defined herein) in accordance with generally accepted accounting principles up to the Closing Date) with respect to those Assumed Obligations referred to in this section, arising out of any contract, agreement, commitment are owed or lease become due (a) required to be listed but not listed on Schedule 1.1(c) hereto (regardless as a result of any knowledge thereof on the part sale of Buyer) assets contemplated by this Agreement, or (b) the benefits of which are not validly assigned to Buyeron or before, (ii) any liabilities arising from customer complaints or any related customer chargebacks (including all deductions of any kind) relating to the Business payable for periods prior to to, the Closing Date, or (iiic) any liability that are or obligation have been claimed by Sellers’ employees to be due or payable for Taxes, whether or not accrued, assessed or currently due and payable, including without limitation any liability for Taxes (a) any member of the Winlit Group or any shareholder of Winlit, whether or not it relates to the operation of Winlit's business, (b) arising from the operation of Winlit's business or the ownership of the Assets on or periods prior to the Closing Date Date; (xii) any Liability or obligation relating to any Retained Contract or Retained Asset; (cxiii) arising out all obligations of the consummation Sellers under Section 3.3.3 and liabilities in connection therewith; and (xiv) any other debts, liabilities or obligations of the transactions contemplated hereby (for purposes of this Section 2.2, all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Assets for a Tax period that includes (but does Sellers not end on) the Closing Date shall be apportioned between Winlit and Buyer based upon the number of days of such period expressly included in the Tax period before (and including) the Closing Date and the number of days of such Tax period after the Closing Date). Notwithstanding anything to the contrary contained hereinAssumed Liabilities, it shall be the responsibility of Buyer to reimburse Winlit for any customs and duty charges paid by Winlit with respect to any of the Purchased Inventoryincluding those payables set forth on Schedule 3.1.1.

Non-Assumption of Liabilities. Except as specifically set forth on Schedule 2.2Notwithstanding the provisions of Section 3.1, Assumed Liabilities expressly do not include the following Liabilities of the Company (the “Retained Liabilities”); trade payables, account payables, accrued expenses and other current liabilities arising out of, accruing or resulting from the operation of the Business, the sale of Products or the use, ownership or operation of the Purchased Assets, in this Section 2.2 and in Sections 2.4 and 2.5 hereofeach case, Buyer expressly does not, and shall not, assume or be deemed to have assumed under this Agreement or by reason of any transaction contemplated hereunder, any debts, liabilities (contingent or otherwise) or obligations of any of the members of the Winlit Group or any shareholder of Winlit of any nature whatsoever. Buyer shall assume the obligations arising subsequent to the Closing Date under all contracts, agreements, commitments and leases of Winlit being assigned or transferred to Buyer hereunder, but only to the extent disclosed in Schedule 1.1(c) or 2.2 hereto (collectively, the "Assumed Obligations"); provided, however, that notwithstanding any other provision of this Agreement, the Assumed Obligations shall not include any (i) debts, liabilities (contingent or otherwise) or obligations of any of the members of the Winlit Group or any shareholder of Winlit (including, without limitation, trade accounts payable and liabilities that should be accrued on the Financial Statements (as defined herein) in accordance with generally accepted accounting principles up to the Closing Date) with respect to those Assumed Obligations referred to in this section, arising out of any contract, agreement, commitment or lease (a) required to be listed but not listed on Schedule 1.1(c) hereto (regardless of any knowledge thereof on the part of Buyer) or (b) the benefits of which are not validly assigned to Buyer, (ii) any liabilities arising from customer complaints or any related customer chargebacks (including all deductions of any kind) relating to the Business prior to the Closing Date, ; all Taxes arising from or (iii) any liability with respect to the Purchased Assets or obligation for Taxes, whether or not accrued, assessed or currently due and payable, including without limitation any liability for Taxes (a) any member of the Winlit Group or any shareholder of Winlit, whether or not it relates to the operation of Winlit's business, (b) the Business that are incurred in or attributable to any Pre-Closing Tax Period; any liability pursuant to any Environmental Law to the extent arising from the operation of Winlit's business or the ownership of the Assets relating to any action, event, circumstance or condition occurring or existing on or prior to the Closing Date Date; any Indebtedness or (c) arising out guarantees thereof outstanding as of the consummation of the transactions contemplated hereby (for purposes of this Section 2.2, all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Assets for a Tax period that includes (but does not end on) the Closing Date shall be apportioned between Winlit and Buyer based upon (except for obligations in respect of the number of days of such period included in the Tax period before (and including) the Closing Date and the number of days of such Tax period after the Closing Date). Notwithstanding anything Assumed Contracts to the contrary contained herein, it shall be extent assumed under Section 3.1.2 above); any liability arising under the responsibility of Buyer to reimburse Winlit for any customs and duty charges paid by Winlit Assumed Contracts with respect to any breach or default of the Purchased InventoryCompany existing on or prior to the Closing Date; any liability arising out of or related to Products of the Company manufactured or sold prior to Closing, including product liability claims but excluding warranty claims assumed by Purchaser pursuant to Section 3.1.4; any Liability arising out of claims of infringement of any Intellectual Property to the extent attributable to infringements for periods prior to Closing; any Liability arising out of any Claim pending as of the Closing Date or arising out of any act or omission of the Company prior to the Closing Date; any Liability arising out of or resulting from the Company’s non-compliance with any Law or any Order of any Governmental Authority; any liability relating to any indemnification obligation of the Company with respect to its officers or directors; any liability of the Company relating to the Contracts under which Purchaser receives Assigned Rights under Section 2.1.10; all accrued but unpaid performance bonuses owed to the Company’s employees, any liability or obligation arising under any Retained Contract or Retained Asset; all obligations of the Company under Section 3.3.3 and liabilities in connection therewith; and any other debts, liabilities or obligations of the Company not expressly included in the Assumed Liabilities.

Non-Assumption of Liabilities. Except as specifically set forth on Schedule 2.2, in this Section 2.2 and in Sections 2.4 and 2.5 hereof2.2, Buyer expressly does not, and shall not, assume or be deemed to have assumed under this Agreement or by reason of any transaction contemplated hereunder, any debts, liabilities (contingent or otherwise) or obligations of any of the members of the Winlit Group or any shareholder of Winlit Seller of any nature whatsoever. Buyer shall and hereby agrees to assume and discharge as of the Effective Time, (i) the obligations arising subsequent to the Closing Date Effective Time under all contracts, agreements, commitments the Included Contracts and leases of Winlit being assigned or transferred to Buyer hereunder, but only to (ii) payment for the extent disclosed in piece goods and inventory on order listed on Schedule 1.1(c) or 2.2 hereto (collectively, the "“Assumed Obligations"”); provided, however, that notwithstanding any other provision of this Agreement, the Assumed Obligations shall not include any (i) any debts, liabilities (contingent or otherwise) or obligations of any of the members of the Winlit Group or any shareholder of Winlit Seller (including, without limitation, trade accounts payable and liabilities that should be accrued on the Financial Statements (as defined herein) in accordance with generally accepted accounting principles up to and including the Closing Date) with respect to those Assumed Obligations referred to in this sectionSection, arising out of any contract, agreement, commitment or lease Contract (a) required to be listed but not listed on Schedule 1.1(c1.2(c) hereto (regardless of any knowledge thereof on the part of Buyer) or and (b) the benefits of which are not validly assigned to Buyer, (ii) any liabilities arising from customer complaints or any related customer chargebacks (including all deductions of any kind) relating to the Business prior to the Closing Date, or (iii) any liability or obligation for Taxes, whether or not accrued, assessed or currently due and payable, including without limitation any liability for Taxes payable (a) of any member of the Winlit Group or any shareholder of WinlitSeller, whether or not it relates to the operation of Winlit's any Seller’s business, (b) arising from the operation of Winlit's any Seller’s business or the ownership of the Assets on or prior to the Closing Date Effective Time, or (c) arising out of the consummation of the transactions contemplated hereby (for purposes of this Section 2.2, all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Assets for a Tax period that includes (but does not end on) the Closing Date shall be apportioned between Winlit Sellers and Buyer based upon the number of days of such period included in the Tax period before (and including) the Closing Date and the number of days of such Tax period after the Closing Date). Notwithstanding anything , or (iii) any liability or obligation of any Seller to the contrary contained herein, it shall be the responsibility of Buyer to reimburse Winlit for any customs and duty charges paid by Winlit or with respect to employees and other personnel (their spouses, dependents and beneficiaries) of any of Seller or any Employee Plan (as defined in Section 3.13), unless and except to the Purchased Inventoryextent such liability or obligation is specifically assumed by Buyer under this Agreement.