Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Notwithstanding the generality of Section 1.2, Seller shall retain and be responsible for the payment, performance and discharge of all liabilities and obligations (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixed) of Seller, including all indebtedness, trade accounts payable unpaid as of the Closing Date (the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable to the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations or liabilities arising out of or relating to events occurring on or prior to the Closing Date, all liabilities and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement).

Excluded Liabilities. Notwithstanding Except as specifically set forth in Section 2.6, Buyer is not assuming any liability or obligation of Seller or otherwise arising in connection with the generality of Section 1.2Acquired Assets or the Business, Seller shall retain and be responsible for the paymentwhether known, performance and discharge of unknown, contingent or otherwise, including: (a) all liabilities and obligations for Indebtedness, (whether known b) all liabilities and obligations arising under the Excluded Contracts, (c) all liabilities and obligations for Buyer Indemnified Taxes, (d) all liabilities and obligations related to bulk sale or unknowntransfer laws, matured or unmatured, liquidated or unliquidated, contingent or fixed(e) of Seller, including all indebtedness, trade accounts payable unpaid as of the Closing Date (the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable debts and obligations arising under any Contract for failure to the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on or prior obtain Consent with regard to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated in under this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations or liabilities arising out of or relating to events occurring on or prior to the Closing Date, (f) all liabilities and obligations under or with respect to any Benefit Plan and any Contracts related thereto, (xg) all employee-related liabilities in connection with the Pre-Closing Contracts current or former executives, employees or consultants of Seller who provide or provided services to the Business, (h) Seller’s transaction costs and expenses related to the Assumed Contracts regardless of when such transactions contemplated by this Agreement except any Taxes to be paid by the Buyer pursuant to Section 4.7(c) and (d) hereof, (i) all liabilities and obligations aroseassociated with payroll taxes, including FICA, and other than federal or local employment Taxes, or other similar withholding or obligations imposed in connection with the operation of the Business, (j) all accounts payable relating to the extent such Acquired Assets or the Business as of the Closing Date, (k) all intercompany liabilities and obligations are Assumed Liabilitiesrelating to the Acquired Assets or the Business as of the Closing Date, (l) all accrued expenses relating to the Acquired Assets or the Business, and (ym) the Excluded Contracts regardless of when such all liabilities and obligations arose, other than the Assumed Liabilities described on Schedule 2.5(m) (collectively, the “Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement).

Excluded Liabilities. Notwithstanding Buyer is assuming only the generality Assumed Liabilities, and all liabilities of Sellers not expressly assumed by Buyer pursuant to Section 1.22.3, Seller whether or not incurred or accrued, whether asserted before, on or after the Closing Date, shall retain and be assumed or retained, as the case may be, by Sellers, who shall be responsible for paying, performing and discharging such liabilities and Buyer shall not have any responsibility for such liabilities (such liabilities are hereinafter referred to as the payment“Excluded Liabilities”), performance including: (i) all Cure Costs and discharge of all other liabilities and obligations (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixed) of Seller, including all indebtedness, trade with respect to accounts payable unpaid accrued under Assigned Contracts as of 11:59 pm on the Closing Date (the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable to the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on or day prior to the Closing Date (the “Excluded Tax LiabilitiesAccounts Payable”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus ; (ii) liabilities relating to the consummation extent arising in connection with Excluded Assets; (iii) any liability for any Taxes attributable to the Acquired Assets to the extent arising or accruing (on a pro rata daily basis in the case of Taxes other than income Taxes) with respect to a period (or any portion thereof) ending on or before the Closing Date; (iv) liabilities with respect to Benefit Plans (including Seller Affiliate Plans); (v) all liabilities and obligations of Sellers or any Affiliate thereof representing indebtedness for money borrowed (or any refinancing thereof); (vi) liabilities with respect to loans made by and, other than with respect to transactions under the Transition Services Agreements, accounts payable arising from transactions with Affiliates; (vii) any liability of any of the transactions contemplated Sellers for (a) transaction fees and expenses and fees and expenses payable to lenders, brokers, financial advisors, legal counsel, accountants and other professionals, and (b) except as provided otherwise in this AgreementSection 7.7(a), including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, Transfer Taxes; (viii) those listed on Schedule 2.4 of the Disclosure Schedules; (ix) all liabilities relating to any real property or any other types of obligations or liabilities arising out of any exchange act or relating to events occurring on or prior to the Closing Date, all liabilities and obligations under securities liability; (x) all costs and expenses associated with the Pre-Closing Contracts Chapter 11 Cases; (xi) all liability for any claims discharged pursuant to the Chapter 11 Cases or for claims against either of the Sellers which are filed after the bar date or disallowed by the Bankruptcy Court; (xii) all liability for any rejection damages claim filed in the Chapter 11 Cases; and the Assumed Contracts regardless of when such (xiii) all interests and liabilities and obligations arosethat have not been otherwise assumed pursuant to this Agreement, other than to the extent such liabilities that applicable law permits this sale under Section 363 of the Bankruptcy Code to be free and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), and Buyer shall not assume any clear of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement)interests and liabilities.

Excluded Liabilities. Notwithstanding anything in this Agreement to the generality of Section 1.2contrary, no Buying Party shall assume, and Seller shall retain be liable with respect to, and be responsible for shall pay, perform or discharge when due, the payment, performance and discharge of all following liabilities and obligations obligations: (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixedi) of Seller, including all indebtedness, trade accounts payable unpaid as of the Closing Date (the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable related to the Purchased Assets (including the Timber LLC Assets) in respect of a Pre-Closing Tax Period (other than (A) any property Taxes and other non-Income Taxes and assessments in respect of the Purchased Assets for the Tax period in which the Closing occurs, which are governed under Section 2.4, and (B) Transfer Taxes, which are governed under Section 3.4), (ii) the litigation matters described on Section 1.7(c) of the Seller’s Disclosure Letter or any other cause of action accrued as of the NF5 Business for periods Effective Time, except (or portions thereofA) ending on or prior those litigation matters described in Section 5.6 of the Seller’s Disclosure Letter and not identified in such Section as Excluded Liabilities and (B) any other litigation matter the subject matter of which is the Timberlands (including boundary disputes and actions in respect of title, trespass and easement matters), (iii) liabilities and obligations directly related to the Closing Date Excluded Assets, (iv) Seller’s continuing liabilities and obligations under this Agreement and the “Excluded Tax Liabilities”)Ancillary Agreements, payroll(v) any accounting, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities transactional or other expenses relating to the negotiation and consummation of the transactions contemplated in this AgreementAgreement by or on behalf of Seller, (vi) any third-party claim (or series of related claims based on the same or similar facts) with respect to events occurring prior to the Effective Time for which the amount in controversy exceeds $1,500,000, (vii) any Purchased Contract or Personal Property Lease required to be disclosed in Section 5.8 of the Seller’s Disclosure Letter but not disclosed therein, except to the extent that any Buying Party after the Effective Time accepts performance under any such Purchased Contract or uses the personal property subject to any such Personal Property Lease, and (viii) except as expressly assumed by any Buying Party pursuant to Article XI, any claim (A) made by any employee or former employee (including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities Transferred Employee) relating to any real property or any other types of obligations or liabilities arising out of his employment by Seller or relating to events occurring on or prior to the Closing Date, all liabilities and obligations (B) arising under (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities any Plan (collectively, the “Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement).

Excluded Liabilities. Notwithstanding Except for assumption at the generality Closing of Section 1.2the Assumed Liabilities, Seller the Purchaser does not assume (either expressly or implicitly) and shall retain and not be responsible or liable for any of the paymentdebts, performance and discharge claims, obligations, expenses, litigation, violations, penalties, assessments, losses, damages or other liabilities of all liabilities and obligations (any of the Sellers or any of their Affiliates, of any kind, character or description whatsoever, whether presently in existence or arising hereafter, direct, indirect, known or unknown, matured absolute or unmatured, liquidated or unliquidated, contingent or fixed) and regardless of Sellerany disclosure to the Purchaser, including all indebtedness, trade (i) any accounts payable unpaid (including all invoices for the September Consortium that have not yet been received as of the Closing Date (the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable to the Purchased Assets or the NF5 Business for periods (or portions thereofDate) ending on or and any intercompany payables arising prior to the Closing Date Closing, (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, ii) any accrued bonus liabilities relating to the consummation indebtedness of the transactions contemplated in this AgreementSellers, including (iii) any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types Taxes of obligations or liabilities arising out of or relating to events occurring on or prior to the Closing Date, all liabilities and obligations under (x) the Sellers for Pre-Closing Contracts and the Assumed Contracts regardless of when such Periods, (iv) any liabilities and or obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities as to which a third party might assert that Purchaser has transferee liability, (v) any liabilities or obligations of the Sellers or any Affiliate of the Sellers to any of their consultants or employees, including liabilities or obligations for overtime, severance, accrued but unused vacation as of the Closing Date, bonuses under the Employee Benefit Plans attributable to the Pre-Closing Periods, (vi) any and all liabilities under any of the Sellers’ Employee Benefits Plans or under any employment agreements with any of the Employees, and (vii) liabilities or expenses relating to, arising out of or resulting from the operation of the CPMRC Business or ownership of the Transferred Assets prior to Closing, including those liabilities set forth in Section 2.8 of the Seller Disclosure Schedule and any amounts payable by Eclipsys to Xxxxxx X. Xxxxxxxx pursuant to the Eclipsys/CPMRC Merger Agreement, including Section 1.5 thereof (collectively, the “Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement).

Excluded Liabilities. Notwithstanding the generality Except as set forth in Section 1(c), Matria shall not assume or otherwise become obligated pursuant to this Agreement to pay when due, perform or discharge any debts, claims, liabilities, obligations, damages or expenses of Section 1.2, Seller shall retain and be responsible for the payment, performance and discharge of all liabilities and obligations (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixed) of Sellerabsolute, including all indebtednessor arising before, trade accounts payable unpaid as of on or after the Closing Date (the “Trade Payables”Date), workers’ compensation liabilitiesincluding, Tax liabilities imposed on Seller without limitation, liability for (i) Taxes, (ii) defaults under contracts resulting from events or attributable to the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations or liabilities occurrences arising out of or relating to events occurring on or prior to the Closing Date, all liabilities and (iii) Indebtedness, (iv) any litigation or claims by a Governmental Entity or otherwise, including without limitation the potential litigation described on SCHEDULE 4.17, (v) obligations under contracts or agreements of Seller not listed on SCHEDULE 1(a)(iii), hereto (xvi) Seller's expenses arising from or relating to the Pre-Closing Contracts transactions contemplated by this Agreement, including without limitation attorneys' fees, accounting fees and the Assumed Contracts regardless of when such liabilities and obligations aroseinvestment banking fees, (vii) other than Assumed Vacation Pay, obligations with respect to employees or with respect to the extent such liabilities Benefit Plans, (viii) accounts payable and obligations are Assumed Liabilitiesaccrued liabilities, and (yix) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities set forth on SCHEDULE 1(d)(ix) (collectively, the “Excluded Liabilities”"EXCLUDED LIABILITIES"). "INDEBTEDNESS" means, with respect to any Person, (a) all indebtedness for borrowed money; (b) that portion of obligations with respect to capital leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (c) notes payable and Buyer shall drafts accepted representing extensions of credit whether or not assume representing obligations for borrowed money; (d) any indebtedness or other amounts owing to Seller or any of such Excluded Liabilities its Affiliates; (e) guaranties, securing indebtedness for borrowed money; and (f) all indebtedness secured by any lien, security interest, charge or encumbrance of any kind (a "LIEN") on any property or asset owned or held by that Person regardless of whether any such liabilities or obligations are disclosed in this Agreement).the indebtedness secured thereby shall have been assumed

Excluded Liabilities. Notwithstanding the generality of Section 1.2, Seller shall retain and be responsible Except for the paymentpayment or assumption of the -------------------- Liabilities and the performance of the Obligations as specifically set forth in the Assumption Agreement, performance Buyer will not be obligated to pay or assume or perform, and discharge neither Buyer nor PA&E shall be liable for, any liabilities or obligations of all liabilities and obligations (whether the Company, the Business or the Shareholders, known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixedabsolute, accrued or otherwise (the "Excluded Liabilities"). The Excluded Liabilities include, but are not limited to, any liabilities or obligations: (a) for the ML Debt; (b) for any Excise Tax; (c) relating in any way to the ESOP, any of its present or former trustees, or any ESOP participants, including without limitation any liabilities or obligations, now existing or at any time hereafter arising, to make any contributions to the ESOP or to purchase or repurchase any stock or other interest of any ESOP participant; (d) of the Company to pay any dividends on or make any other distributions with respect to any of the Company Common Stock; (e) for any Tax, as defined in Section 2.1.8; (f) to any of the Shareholders, or any directors or officers of the Company; (g) to Seller's employees, including all indebtedness, trade accounts except wages not yet payable unpaid as of the Closing Date (the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable to the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated in this Agreement, including any vacation or accrued sick pay for such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities employees; (h) relating to any real property issuances of securities; (i) incurred in connection with any dissolution of the Company; (j) under any "Environmental Law," as defined in Section 2.1.13; (k) that are undisclosed liabilities, except the liabilities described in subsection (ii) of Section 1.5; (l) any payments for obligations that constitute or relate to a violation of law or regulation; (m) for any other types defaults of obligations the Company for any payment or liabilities arising out of performance due before the Closing; (n) for any Contract required to be disclosed on Schedule 2.1.10 and not so disclosed; or relating to events occurring on or prior to the Closing Date, all liabilities and obligations under (xo) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the that is associated with any Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement)Asset.

Excluded Liabilities. Notwithstanding the generality of Except as set forth in Section 1.22.1, Seller and without implication that Buyer is assuming any liability not expressly excluded by this Section 2.2, Buyer is not assuming or undertaking to assume and shall retain and be responsible have no responsibility for the payment, performance and discharge of all any liabilities and or obligations (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixed) of Seller, including all indebtednessactual or contingent, trade accounts payable unpaid as of the Closing Date past, present or future (the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable to the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations or liabilities arising out of or relating to events occurring on or prior to the Closing Date, all liabilities and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitation, (i) any “current liabilities” reflected on Seller’s balance sheet; (ii) any liabilities for long-term debt or other “long term liabilities” reflected on Seller’s balance sheet; (iii) any liabilities for taxes; (iv) any liabilities for deferred compensation; (v) any liabilities with respect to compensation, commissions, bonuses, profit sharing, or other compensation plans or programs; (vi) any retirement liabilities of Seller or liabilities of Seller under pension, savings, health care or other employee benefit plans or programs for Business employees; (vii) any severance liabilities; (viii) bank overdrafts; (ix) any liabilities incurred by Seller for legal, accounting, audit, investment banking, management consulting, brokerage, finder’s or other fees and Buyer shall not assume expenses in connection with the sale of the Purchased Assets or related negotiations; (x) any liabilities (including Superfund liabilities) for environmental contamination at or adjoining real estate owned, leased or operated by Seller, for regulatory noncompliance existing at the Closing Date (as defined below) or for off-site handling (including without limitation disposal) of such Excluded Liabilities wastes or, with respect to laws or regulations relating to protection of human health (regardless including occupational safety) and the environment, for any noncompliance existing at or prior to the Closing Date; (xi) any liabilities with respect to products of whether the Business manufactured, or services of the Business provided, before Closing; (xii) any such liabilities for customer rebates incurred before Closing; (xiii) any liabilities of Seller under any leases, licenses, agreements or obligations are disclosed contracts, oral or written, other than the Assumed Contracts and the Software Licenses; (xiv) any liabilities arising out of or in this Agreementconnection with any violation of any Permit, Environmental Permit, law or governmental rule or regulation; (xv) any liabilities with respect to litigation or claims pending or threatened against Seller as of the Closing Date; (xvi) any liabilities under any Federal or state civil rights or similar laws, or the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), resulting from the termination of employment by Seller of employees of the Business or any other employment action taken by Seller with respect to employees of the Business; or (xvii) any other liabilities of Seller, or any other liabilities associated with the ownership or operation of the Purchased Assets or the Business before the Closing, except the Assumed Liabilities.

Excluded Liabilities. Notwithstanding the generality of Section 1.2, Seller shall retain and be responsible Except for the payment, performance and discharge of all liabilities and obligations with respect to the Assumed Contracts, the Assumed Collective Bargaining Agreements (whether known subject to Pathmark's and Plainbridge's obligation to pay accrued vacation and sick time pursuant to Section 6.1) and the Assigned Leases (the "Assumed Liabilities") and the ERISA Section 4204 Obligation described in Section 4.3 hereof, Purchasers will not assume any liabilities or unknown, matured obligations arising out of or unmatured, liquidated in connection with or unliquidated, contingent or fixed) of Seller, including all indebtedness, trade accounts payable unpaid as otherwise related to the Acquired Assets existing on the date of the Closing Date (or arising after the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller Closing in connection with or attributable to as a result of the Purchased ownership of the Acquired Assets by Pathmark or the NF5 Business for periods (or portions thereof) ending on or Plainbridge prior to the Closing Date (whether absolute, accrued, contingent, known or unknown or otherwise, and whether filed or asserted prior to or after the Closing Date) (the “"Excluded Tax Liabilities”"), payrollincluding, without limitation, any liabilities or obligations with respect to employee matters, products liability, environmental matters, litigation with respect to the Acquired Assets, or any other liabilities, including, without limitation, any liability attributable to or incurred by Pathmark or Plainbridge arising from, or relating to, any collective bargaining agreement, bonus, incentive, deferred compensation, insurance, severance, termination, retention, change of control, employment, stock option, stock appreciation, stock purchase, phantom stock or other equity-based, performance, vacation, sick leave, unemployment benefits, pension retiree benefit plan, health plan and accrued bonus liabilitiesprogram, any accrued bonus liabilities relating to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property agreement or any other types of obligations or liabilities arising out of or relating to events occurring on or prior to the Closing Date, all liabilities and obligations under arrangement (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than except to the extent such liabilities and obligations are Assumed Liabilitiespaid for by Pathmark or Plainbridge under Section 6.1 hereof) (including, and (y) the Excluded Contracts regardless of when such liabilities and obligations arosewithout limitation, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”any "employee benefit plan" as defined in ERISA Section 3(3), and Buyer shall not assume sponsored, maintained, contributed to or required to be contributed to by Pathmark or any trade or business which together with Pathmark would be deemed a "single employer" within the meaning of Section 4001 of ERISA (each, an "ERISA Affiliate"), for the benefit of any current or former employee of Pathmark or any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement)its Affiliates.

Excluded Liabilities. Notwithstanding Purchaser is not assuming (a) any liabilities in respect of any Income Taxes, (b) any liabilities for Taxes relating to the generality of Section 1.2, Seller shall retain and be responsible for the payment, performance and discharge of all liabilities and obligations (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixed) of SellerBusiness, including all indebtednessthose reflected under the captions “Accrued Taxes” and “State Tax Payable” on the Statement of Assets and Liabilities (as defined in Section 4.08 below), trade (c) any accounts payable unpaid as of the Closing Date (the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable relating to the Purchased Business, including those reflected under the caption “Accounts Payable – Trade” on the Statement of Assets and Liabilities, (d) any liability of Seller for legal, accounting or broker’s fees incurred in connection with the NF5 Business for periods (negotiation of this Agreement or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated hereby, (e) any liability owing by Seller to any shareholder or former shareholder of Seller or any affiliate of Seller, (f) any obligations in this Agreementrespect of Seller’s bank accounts, including (g) any such bonus liability to Jxxx XxxxxxxxSale Retention Arrangements (as defined in Section 4.13(g)), environmental liabilities(h) any expenses and obligations in connection with employees of Seller not included as Business Employees, all (i) certain obligations and liabilities of Seller relating to any real property or any other types of the disputes set forth on Schedule 4.06 entitled “EEOC charge in Dallas District Office brought by Xxxx Xxxxxxx” and “Xxxx XxXxxxx v. PWPL”, but only to the extent set forth in Section 6.12, (j) all expenses and obligations or liabilities arising out of in connection with, or relating to events occurring to, the disputes set forth on Schedule 1.04(j), or prior (k) any claims, liabilities or obligations relating to the Closing Date, all Excluded Assets. Such liabilities set forth in the preceding sentence and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless any additional liabilities of when such liabilities and obligations aroseSeller, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, are herein referred to as the “Excluded Liabilities.”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement).

Excluded Liabilities. Notwithstanding the generality of Section 1.2Buyer shall not assume, Seller shall retain and or otherwise be responsible for the paymentfor, performance and discharge of all any liabilities and or obligations (whether known actual or unknowncontingent, matured or unmatured, liquidated or unliquidated, contingent or fixedknown or unknown) (collectively, the "EXCLUDED LIABILITIES") of Seller, including all indebtedness, trade accounts payable unpaid as any other owner or operator of the School prior to the Closing Date Date, or any Affiliate of any of the foregoing, other than those liabilities and obligations which have been specifically assumed by Buyer pursuant to Section 2.03. The "Excluded Liabilities" shall include, without limitation, any liabilities or obligations to the extent that they relate to, are connected with, are based upon or arise out of the following: (the “Trade Payables”), workers’ compensation liabilities, Tax i) regulatory liabilities imposed on by the DOE and/or the applicable state regulatory agencies with respect to Seller or attributable and/or the School for periods prior to the Purchased Assets or Closing Date, (ii) liabilities relating to employees of Seller and the NF5 Business School for periods (or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”including, without limitation, salary, bonuses, payroll taxes payable, accrued vacation liability or other compensation or benefits), payroll(iii) liabilities with respect to accounts payable incurred on or before the Closing Date that are set forth on Schedule 2.04, vacation(iv) liabilities and costs (including those incurred post-Closing) associated with or caused by a determination by the DOE that Seller and/or the School have not demonstrated compliance with 34 CFR 668.15 (Factors of Financial Responsibility) and 34 CFR 668.16 (Standards of Administrative Capability) for dates and periods prior to Closing Date, sick leave(v) Tax liabilities of Seller or the Owners (including, unemployment benefits, pension plan, health plan and accrued bonus liabilitieswithout limitation, any accrued bonus sales tax liabilities relating in connection with this Agreement), (vi) liabilities with respect to the consummation claims referenced on Schedule 5.14 hereto, (vii) liabilities associated with Seller's line of credit or other long-term debt of Seller (including current portion), except as specifically set forth in subsections (iv), (vii) and (viii) of Section 2.03 above, (viii) any intercompany payables or debt (whether to any of the transactions contemplated in Owners or any Affiliate of Seller or the Owners) and (ix) any other liability or obligation which has not been specifically assumed by Buyer pursuant to Section 2.03. For purposes of this Agreement, including the term "AFFILIATE" of any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or Person means any other types of obligations Person who directly or liabilities arising out of indirectly controls, is controlled by, or relating to events occurring on or prior to the Closing Date, all liabilities and obligations is under (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when common control with such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement)Person.

Excluded Liabilities. Notwithstanding Purchaser is not assuming (a) any liabilities in respect of any Income Taxes, (b) any liabilities for Taxes relating to the generality of Section 1.2, Seller shall retain and be responsible for the payment, performance and discharge of all liabilities and obligations (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixed) of SellerBusiness, including all indebtednessthose reflected under the captions "Accrued Taxes" and "State Tax Payable" on the Statement of Assets and Liabilities (as defined in Section 4.08 below), trade (c) any accounts payable unpaid as of the Closing Date (the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable relating to the Purchased Business, including those reflected under the caption "Accounts Payable - Trade" on the Statement of Assets and Liabilities, (d) any liability of Seller for legal, accounting or broker's fees incurred in connection with the NF5 Business for periods (negotiation of this Agreement or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated hereby, (e) any liability owing by Seller to any shareholder or former shareholder of Seller or any affiliate of Seller, (f) any obligations in this Agreementrespect of Seller's bank accounts, including (g) any such bonus liability to Jxxx XxxxxxxxSale Retention Arrangements (as defined in Section 4.13(g)), environmental liabilities(h) any expenses and obligations in connection with employees of Seller not included as Business Employees, all (i) certain obligations and liabilities of Seller relating to any real property or any other types of obligations or liabilities arising out of or relating to events occurring the disputes set forth on or prior Schedule 4.06 entitled "EEOC charge in Dallas District Office brought by Eric Richard" and "Paul McCarty v. PWPL", but only to the Closing Dateextent set xxxxx xx Xxction 6.00, all liabilities and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities xxx expenses and obligations arosein connection with, or relating to, the disputes set forth on Schedule 1.04(j), or (k) any claims, liabilities or obligations relating to the Excluded Assets. Such liabilities set forth in the preceding sentence and any additional liabilities of Seller, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) are herein referred to as the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the “"Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement)."

Excluded Liabilities. Notwithstanding the generality of Section 1.2foregoing, Seller the Assumed Liabilities shall retain and be responsible for the payment, performance and discharge of not include: (i) all liabilities and obligations (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixed) of SellerAccounts Payable, including without limitation Accounts Payable relating to costs of sales, costs of advertising, costs of promotion and costs of selling and general and administrative costs (“Costs”) in connection with all indebtednessSES Business activities, trade accounts payable unpaid as including Conference Events, subscriptions and advertising that took place prior to the Closing, (ii) all Accounts Payable and Refund Requests in connection with the San Xxxx Conference, (iii) Tax liabilities of the Closing Date Seller or any member of any consolidated, affiliated, combined or unified group of which the Seller is a member provided that Transfer Taxes and Apportioned Obligations shall be paid in the manner set forth in Section 10.03, (the “Trade Payables”)iv) any liabilities or obligations arising out of, resulting from, or relating to claims, whether founded upon negligence, breach of warranty, strict liability in tort, workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable to the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations similar legal theory, seeking compensation or liabilities recovery for or relating to injury to person or damage to property arising out of or relating related to any events occurring on or related primarily to the SES Business prior to the Closing Date, (v) except as provided in Section 1.03(e), any Adverse Consequences (as such term is defined in Appendix 1) arising out of, resulting from or relating to any litigation, proceedings, actions, arbitrations, claims or investigations at law or in equity or by or before any governmental agency pending or threatened against the Seller as of the Closing Date, (vi) any liabilities or obligations arising prior to the Closing with respect to the SES Business Employees, including, without limitation, all obligations for salary, benefits workers’ compensation and premiums and other compensation which accrue prior to the Closing, unpaid commissions, unpaid payroll obligations, employee relocation packages and accrued travel and expense obligations, except for severance pay due, if any, to SES Business Employees to whom Buyer does not extend an offer of employment as of the Closing Date or the Expiration Date, as applicable, pursuant to Section 8.01 hereof or who Buyer directs Seller to terminate during the period between the Closing Date and the Expiration Date, (vii) any liability (whether asserted or unasserted, accrued or unaccrued, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) of the Seller, or of any person included in the same controlled group of corporations or who is under common control with the Seller within the meaning of section 414 of the Code (an “ERISA Affiliate”), arising out of, resulting from, or related to any “employee benefit plan”, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”), maintained by the Seller or any ERISA Affiliate of the Seller, or to or under which the Seller or any ERISA Affiliate of the Seller was obligated to make contributions or pay benefits, at any time prior to the Closing, except as otherwise provided in the penultimate sentence of Section 8.02, (viii) lines of credit of the Seller in existence prior to the Closing, (ix) any consultant agreements of the Seller in existence prior to the Closing except as set forth on Schedule 2.05 the liabilities and obligations under of which Buyer is assuming only insofar as they arise from activities incurred after the Closing Date, (x) any obligation of the Pre-Closing Contracts Seller to indemnify any person by reason of the fact that such person was a director, officer, employee, or agent of the Seller, (xi) any liability of the Seller for costs and expenses incurred in connection with this Agreement and the Assumed Contracts regardless transactions contemplated hereby, (xii) obligations of when such liabilities and obligations arose, other than the Seller related to the extent such SES Business not incurred in the Ordinary Course of Business after the date of the SES Business’ Statement of Assets and Liabilities and (xiii) any other liabilities and obligations are not specifically included in the Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement).

Excluded Liabilities. Notwithstanding Except as expressly set forth in Section 2.3, CTB shall not, by virtue of its purchase of the generality of Section 1.2Purchxxxx Xxxxxx xx xtherwise in connection with the Transactions, Seller shall retain and be assume or become responsible for any Liabilities (the payment, performance and discharge of all liabilities and obligations (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixed"Excluded Liabilities") of Sellerany Selling Entity of any nature whatsoever arising on or before the Closing Date, including, but not limited to (a) Liabilities relating to or arising out of any Selling Entity, the Purchased Assets, the Business (including all indebtednessany event, trade condition, occurrence, action, inaction or transaction relating to any of the foregoing) or the actions of any Selling Entity's officers, employees, representatives or agents prior to or at the Closing, (b) Liabilities for any Taxes (other than what is provided in Section 2.3(b)), (c) Liabilities relating to any claims for health care or other welfare benefits, (d) Liabilities relating to any violation of any Law, (e) tort Liabilities, (f) Liabilities from claims arising under any Contract or Permit not assumed by CTB pursuant hereto or included in any arrangement set forth in Section 2.5; (g) Liabilities for claims arising under any Contract or Permit to the extent such claim is based on events, conditions, acts or omissions of any Person which occurred prior to or at the Closing; (h) contingent Liabilities unknown to the Selling Entities at the Closing; and (i) Liabilities for any accounts payable unpaid existing as of the Closing Date (the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable to the Purchased Assets or the NF5 Business indebtedness for periods (or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations or liabilities arising out of or relating to events occurring on or prior to the Closing Date, all liabilities and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement)money borrowed.

Excluded Liabilities. Notwithstanding Other than the generality Assumed Liabilities and anything to the contrary notwithstanding, Purchaser will not assume any liabilities or obligations of Section 1.2Sellers, Seller shall retain and be responsible for the paymentof whatever nature, performance and discharge of all liabilities and obligations (whether known or unknown, absolute or contingent, matured or unmatured, liquidated or unliquidated, contingent or fixed) of Seller, including all indebtedness, trade accounts payable unpaid as of the Closing Date (the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable to the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations or liabilities arising out of or relating to events occurring on or period prior to the Closing Date, all including without limitation (i) liabilities and or obligations under of Sellers with respect to any bank loans, leases (xexcept those referenced above in Section 2.1), liens, or other indebtedness, (ii) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations aroseany Taxes (as defined below), other than or any interest, penalties or additions thereto, whether or not disputed, or any obligation to indemnify, assume or succeed to the extent such liability of any other Person (as defined below) in respect of Taxes, (iii) liabilities arising under any Environmental Law (as defined below) related to any condition in existence prior to the Closing Date, (iv) any liabilities or obligations with respect to workers’ compensation claims, (v) any litigation, arbitration, mediation or similar claims against any Seller, (vi) costs, expenses and all other liabilities associated with product or service warranty work provided or performed which is related to products or services provided, installed and/or performed prior to the Closing Date, (vii) all accrued but unpaid vacation, holiday and sick pay obligations are Assumed Liabilities(and any payroll taxes thereon) with respect to employees of any Seller, and (yix) the Excluded Contracts regardless any liabilities or obligations under any employee benefit plan (including, without limitation, any health insurance benefit plan) of when such liabilities and obligations arose, other than the Assumed Liabilities LLC Seller (collectively, the “Excluded Liabilities”). Sellers shall pay the following Excluded Liabilities associated with the transferred Assets and Business within 60 days following the Closing or shall make provisions satisfactory to Purchaser within such 60-day period to pay such amounts: (a) all accrued but unpaid payroll for any LLC Seller employees terminated by LLC Seller effective as of the Closing Date, as well as any other obligations pursuant to Section 2.2(vii) above that are due and payable by any Seller; (b) all LLC Seller subcontractor commissions that were retained to be held until 180 days after termination of the subcontractor relationship (provided, however, such subcontractor retentions shall be paid pursuant to the specific terms with such subcontractor, which terms shall override the 60-day payment period requirement for all other Specific Excluded Liabilities); and (c) the claims set forth in Schedule 5.10 (collectively the “Specific Excluded Liabilities”). Purchaser shall be entitled to escrow and setoff any Earnout Payments (as defined below) payable to Sellers by the amount of any such Specific Excluded Liabilities that are not timely paid by Sellers and are paid or incurred by Purchaser, which escrow and setoff shall occur pursuant to the terms of Section 10.11 provided that Purchaser shall not be required to keep such setoff amount in escrow until the Earnout Payments are due, and Buyer shall not assume any of may instead immediately setoff such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement)amount once the associate amount has been incurred by Purchaser.

Excluded Liabilities. Notwithstanding the generality of Section 1.2, Seller shall retain and be responsible Except for the paymentAssumed Liabilities specifically set forth in Section 2.4 above, performance Buyer Group shall not assume or otherwise become responsible for, and discharge the Assumed Liabilities expressly exclude, any Liability of all liabilities and obligations (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixed) of Seller, including all indebtedness, trade accounts payable unpaid as of the Closing Date any Member (the “Trade PayablesExcluded Liabilities”). Without limiting the foregoing, workers’ compensation liabilitiesthe term “Excluded Liabilities” shall include all Liabilities arising from or related to: (i) those Liabilities specifically set forth on Schedule 2.5; (ii) any Liabilities associated with the Excluded Assets; (iii) the U.S. Domestic Plans set forth on Schedule 2.5; (iv) the employment or termination, Tax liabilities imposed on Seller or attributable to the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on or prior to the Closing Date, of any Foreign Subsidiary Transferred Employee (subject to Buyer Group’s satisfaction of its obligations under Section 6.14); (v) the Foreign Plans listed on Schedule 4.16(i); (vi) the ADC Foreign Subsidiary Plans set forth on Schedule 2.5; (vii) any liability (a) for Taxes of Seller or any of its Subsidiaries (other than the Acquired Subsidiaries) attributable to any taxable period (or portion thereof), (b) for Taxes of the Acquired Subsidiaries or relating to the Transferred Assets or the Business attributable to the Pre-Closing Tax Period (including Taxes allocable under Section 6.16(a)(iii) to the Pre-Closing Tax Period) except for any liability for unpaid Taxes accrued or reserved on the Closing Date Working Capital Statement (“Accrued Taxes”), (c) for Taxes of any other person that are imposed on the Acquired Subsidiaries as a result of Treasury Regulation §1.1502-6(a) (or any similar provision of state, local or foreign law, including any arrangement for group Tax relief or similar arrangement within any jurisdiction), as a transferee or successor, by contract or otherwise, (d) for Taxes resulting from any of the Acquired Subsidiaries ceasing for Tax purposes to be a member of any group or associated with any other company, and (e) for Taxes imposed on Buyer or its affiliates (including the Acquired Subsidiaries after the Closing) as a result of any breach by members of the Seller Group or the Acquired Subsidiaries of any representation or covenant relating to Taxes under this Agreement (such amounts referred to in Subsections (a) through (e) hereof, the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan ; (viii) any and accrued bonus liabilities, all fees and expenses incurred by any accrued bonus liabilities relating to the consummation of Member in connection with this Agreement and the transactions contemplated in this Agreement, including hereby; (ix) Liabilities imposed by or incurred directly as a result of any such bonus liability violation of any Environmental Law to Jxxx Xxxxxxxx, environmental liabilities, all liabilities the extent relating to (a) the occupancy, operation, use or control of any real property owned or leased by any other types of obligations or liabilities arising out of or relating to events occurring Member on or prior to the Closing Date, all liabilities or (b) the operation of the Business on or prior to the Closing Date; and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless operations of when such liabilities and obligations arose, other than ADC (Brazil) prior to the extent such liabilities and obligations are Assumed LiabilitiesClosing Date not exclusively related to the Business, and (y) including, without limitation, all Liabilities associated with the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement)Brazil Litigation.

Excluded Liabilities. Notwithstanding anything to the generality of contrary in this -------------------- Agreement, except as expressly set forth in Section 1.22.1 above, Purchaser does not assume, and Seller shall retain indemnify and be responsible for the payment, performance and discharge of hold Purchaser harmless from all liabilities and obligations (whether known arising from or unknown, matured in connection with any or unmatured, liquidated or unliquidated, contingent or fixed) of Seller, including all indebtedness, trade accounts payable unpaid as of the Closing Date following: (a) the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable to the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation operation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property Business or any other types sale of obligations or liabilities arising out of or relating to events occurring on or Products prior to the Closing Date, all liabilities and obligations under ; (xb) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, defective Products; (c) Sales Representative Agreements; and (yd) claims of patent infringement and/or product liability arising from Seller's sale of Product, and/or from sale by Purchaser or any of its subsidiaries to customers anywhere in the world of Inventory and/or Product purchased from Seller on or after the Closing Date and/or any other scale products purchased from Seller before or after the Closing Date, including but not limited to any claim related to or arising from any of the matters set forth on Schedule 5.6, (collectively the "Excluded Contracts regardless -------- Liabilities"). Without limiting the foregoing, Purchaser's rights and ----------- Seller's obligations with respect to patent infringement claims pursuant to this Section 2.2, subdivision (d) shall include (i) liabilities relating to any customer return and/or inability of when such liabilities and obligations arosePurchaser or any of its subsidiaries to sell inventory of Product or other scale products purchased from Seller as the result of a patent infringement claim and/or (ii) any enhanced damages including for willful infringement, other than the Assumed Liabilities arising from or in connection with a patent infringement claim in connection with which Seller has provided Purchaser a written opinion of counsel that there is no infringement. With respect to defective Product pursuant to this Section 2.2, subdivision (collectively, the “Excluded Liabilities”b), and Buyer Purchaser shall not assume any ship all defective Product to Seller's facility in Hong Kong. For defective Products returned to Purchaser within six (6) months from the Closing Date, Seller shall credit or, at Sellers election, directly reimburse Purchaser for such defective Products in an amount equal to such customer's actual cost of goods for such defective Products. For defective Products returned to Purchaser after the end of such Excluded Liabilities 6-month period, Seller shall credit or, at Seller's election directly reimburse Purchaser for, such defective Products in an amount equal to Purchaser's cost (regardless FOB Yantian) for such Products. In each such case of a defective Product return, whether any such liabilities return occurs within or obligations are disclosed in this Agreement).after such 6-month period, such credit or reimbursement shall be made within ten (10) business days from the date of invoice from Purchaser, together with Purchaser's reasonable out of pocket expenses incurred to ship such defective Products to Hong Kong

Excluded Liabilities. Notwithstanding the generality provisions of Section 1.2, Seller shall retain and be responsible for the payment, performance and discharge of all liabilities and obligations (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixed) of Seller, including all indebtedness, trade accounts payable unpaid as of the Closing Date (the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable to the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property 1.3 or any other types provision hereof or any Schedule or Exhibit hereto and regardless of obligations or liabilities arising out of or relating to events occurring on or prior any disclosure to the Closing Date, all liabilities and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectivelyBuyer, the “Excluded Liabilities”), and Buyer shall not assume any of the following liabilities, obligations or commitments (whether accrued, absolute or contingent, whether known or unknown, whether disclosed or not disclosed, whether due or to become due and whether arising from the Assets or otherwise) of the Seller or its Affiliates (all such liabilities, the "Excluded Liabilities Liabilities"): (regardless i) all bank and other indebtedness of whether the Seller and its Affiliates, except to the extent expressly set forth on the Closing Date Balance Sheet; (ii) any and all liabilities and obligations arising under Environmental Laws with respect to the Bellwood facility; (iii) any and all liabilities and obligations arising under Environmental Laws with respect to the Xxxxxx facility; provided, however, that if Buyer or any Affiliate of Buyer acquires title to such facility pursuant to the terms and conditions of the New Sublease, then all of these liabilities shall become, in accordance with Section 10.6(b) hereof, "Assumed Liabilities" for all purposes of this Agreement; (iv) any and all liabilities and obligations relating to or arising from all bonuses, incentive and similar payments payable to the employees or consultants of the Seller or Ivex in connection with the sale of the Assets and the Business and the consummation of the Contemplated Transactions; (v) any and all liabilities and obligations are disclosed relating to or arising from workers' compensation claims of the employees of the Seller arising prior to the Closing Date; (vi) any and all liabilities and obligations relating to or arising from the businesses conducted by the Seller and its Affiliates (including therein the consumer packaging business distributed by Seller to IPC pursuant to the Distribution Agreement) other than the Business or the Assets; and (vii) (A) except as otherwise provided in this Agreement), any liability of the Seller for income, capital gains, franchise, transfer, sales, use and other Taxes (as defined herein) whether or not relating to the Business and whether or not incurred prior to the Closing or (B) any liability of the Seller for the unpaid Taxes of any Person, including Taxes imposed on the Seller as a transferee or successor, by contract, or otherwise; and (viii) any and all liabilities relating to or arising from all intercompany indebtedness and accounts owed by the Business to the Seller or its Affiliates.

Excluded Liabilities. Notwithstanding the generality of Section 1.2Buyer shall not assume, Seller shall retain and or otherwise be responsible for the paymentfor, performance and discharge of all any liabilities and or obligations (whether known actual or unknowncontingent, matured or unmatured, liquidated or unliquidated, contingent or fixedknown or unknown) of Seller, including all indebtedness, trade accounts payable unpaid as of the Closing Date (the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable to the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations or liabilities arising out of or relating to events occurring on or prior to the Closing Date, all liabilities and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”) of Seller, any other owner or operator of the School prior to the Closing Date, or any Affiliate of any of the foregoing, other than those liabilities and obligations which have been specifically assumed by Buyer pursuant to Section 2.03. The “Excluded Liabilities” shall include, without limitation, any liabilities or obligations to the extent that they relate to, are connected with, are based upon or arise out of the following: (i) regulatory liabilities imposed by the DOE, accrediting agencies and/or the applicable state regulatory agencies with respect to Seller and/or the School for periods prior to the Closing Date, (ii) liabilities relating to employees of Seller and the School for periods prior to the Closing Date (including, without limitation, salary, bonuses, payroll taxes payable, accrued vacation liability or other compensation or benefits), (iii) liabilities with respect to accounts payable incurred on or before the Closing Date that are set forth on Schedule 2.04, (iv) liabilities and costs (including those incurred post-Closing) associated with or caused by a determination by the DOE that the Seller and/or School have not demonstrated compliance with 34 CFR 668.15 (Factors of Financial Responsibility) and 34 CFR 668.16 (Standards of Administrative Capability) for dates and periods prior to Closing Date, (v) Tax liabilities of Seller or the Owner (including, without limitation, sales tax liabilities in connection with this Agreement), (vi) liabilities with respect to the claims referenced on Schedule 5.14 hereto, (vii) liabilities associated with any debt of Seller, except as specifically set forth in subsection (iv) of Section 2.03, (viii) any intercompany payables or debt (whether to any of the Owner or any Affiliate of Seller or the Owner), and (ix) any other liability or obligation which has not been specifically assumed by Buyer shall not assume any pursuant to Section 2.03. For purposes of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement), the term “Affiliate” of any Person means any other Person who directly or indirectly controls, is controlled by, or is under common control with such Person and the term “Person” shall include any individual, corporation, partnership, joint venture, trust, unincorporated association or government or any agency or political subdivisions thereof.

Excluded Liabilities. Notwithstanding any provision in this Agreement, or any schedule or exhibit hereto and regardless of any disclosure to Buyer, the generality of Section 1.2Telos Sellers shall retain, Seller and shall retain and be responsible for the paymentpromptly pay, performance perform and discharge of all liabilities when due, and obligations Buyer shall not assume or have any responsibility for (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixedi) except as set forth in subparagraphs (vi) and (vii) of Sellerthe definition of “Assumed Liabilities” in Article 1 hereof, including all indebtednessany Liabilities of any Telos Seller that may have accrued prior to Closing with respect to directors, trade accounts payable unpaid officers, employees or consultants of such Telos Seller (including, without limitation, in respect of accrued vacation and accrued compensation) and, except as set forth in Section 6.10, any Liabilities of any Telos Seller that may accrue on or after the Closing with respect to any such person who is not a Transferring Employee (as defined in Section 6.10) as of the Closing Date Closing, (the “Trade Payables”)ii) any Liabilities of any Telos Seller for Taxes, workers’ compensation liabilities(iii) any Liabilities of any Telos Seller for contingent payments to interWAVE Communications International, Tax liabilities imposed on Seller or attributable Limited pursuant to the Purchased Assets Technology Licensing Agreement by and between interWAVE Communications International Ltd., interWAVE Advanced Communications, Inc. and Seller on October 10, 2002; (iv) any Liabilities of any Telos Seller pursuant to any claims, judgments or the NF5 Business for periods arbitration awards against such Telos Seller with respect to any tort, breach of contract (other than warranties with respect to Seller Products or portions thereofServices and which are Assumed Liabilities) ending on or violation of law prior to the Closing Date by such Telos Seller (other than with respect to Comscape or the “Excluded Tax Liabilities”3Com Litigation), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities (v) all Liabilities relating to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations or liabilities arising out of the Excluded Assets or the Excluded Contracts, (vi) all Liabilities of Seller arising under the Management Incentive Plan–M&A of Seller and all Liabilities of Seller arising under the Technical Personnel Retention Bonus Program of Seller; (vii) all Liabilities relating to events occurring or arising out of the matters listed on Schedule 2.1(d) or prior to the Closing Date, all liabilities and obligations under (xviii) the Pre-Closing Contracts and the Assumed Contracts regardless any other Liabilities of when such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, any Telos Seller other than the Assumed Liabilities (collectivelysuch Liabilities of the Telos Sellers other than the Assumed Liabilities, the “Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement).

Excluded Liabilities. Notwithstanding the generality of Section 1.2Buyer shall not assume, Seller shall retain and or otherwise be responsible for the paymentfor, performance and discharge of all any liabilities and or obligations (whether known actual or unknowncontingent, matured or unmatured, liquidated or unliquidated, contingent or fixedknown or unknown) (collectively, the "Excluded Liabilities") of Seller, including all indebtedness, trade accounts payable unpaid as any other owner or operator of the Schools prior to the Closing Date Date, or any Affiliate of any of the foregoing, other than those liabilities and obligations which have been specifically assumed by Buyer pursuant to Section 2.3. The "Excluded Liabilities" shall include, without limitation, any liabilities or obligations to the extent that they relate to, are connected with, are based upon or arise out of the following: (i) regulatory liabilities imposed by the U.S. Department of Education (the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on "DOE") and/or the applicable state regulatory agencies with respect to Seller or attributable and/or the Schools for periods prior to the Purchased Assets or Closing Date, (ii) liabilities relating to employees of Seller and the NF5 Business Schools for periods (or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”including, without limitation, payroll taxes payable, accrued vacation liability and accrued payroll), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus (iii) liabilities relating with respect to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations or liabilities arising out of or relating to events occurring accounts payable incurred on or before the Closing Date that are set forth on Schedule 2.4, (iv) liabilities and ------------ costs (including those incurred post-Closing) associated with or caused by a determination by the DOE that the Seller and/or Schools have not demonstrated compliance with 34 CFR 668.15 (Factors of Financial Responsibility) and 34 CFR 668.16 (Standards of Administrative Capability) for dates and periods prior to the Closing Date, all (v) Tax liabilities and obligations under of Seller or the Owners (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such including, without limitation, sales tax liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in connection with this Agreement), (vi) liabilities with respect to the claims referenced on Schedule 5.14 hereto, (vii) long-term debt of Seller and the Schools (including current portion) except amounts expressly assumed by Buyer pursuant to Section 2.3 of this Agreement, (viii) any intercompany payables or debt (whether to any of the Owners or any Affiliate of Seller or the Owners) and (ix) any other liability or obligation which has not been specifically assumed by Buyer pursuant to Section 2.3.

Excluded Liabilities. Notwithstanding The term "Excluded Liabilities" means, collectively, the generality following: (i) any liability in respect of Section 1.2any Excluded Assets; (ii) any obligation or liability with respect to the issuance, Seller shall retain sale and be responsible for retirement of the paymentSeries A Notes of MFI in the original principal amount of $15,000,000 (the "Series A Notes"); (iii)any obligation or liability with respect to the issuance, performance sale and discharge retirement of all liabilities and obligations (whether known or unknownoutstanding shares of Preferred Stock, matured or unmatured$.001 par value per share, liquidated or unliquidated, contingent or fixed) of Seller, including all indebtedness, trade accounts payable unpaid as of the Closing Date MFI (the “Trade Payables”"MFI Preferred Stock"); (iv) any obligation or liability with respect to the issuance, workers’ compensation liabilitiessale and retirement of all outstanding shares of Preferred Stock, Tax liabilities imposed on Seller $.001 par value per share, of MFD (the "MFD Preferred Stock"); (v) any obligation or liability under the contracts relating to the Licensing Assets; (vi) any obligation or liability to the equity security holders of MFI including in connection with the transactions contemplated by this Agreement or the liquidation or dissolution of MFI; (vii)the Sellers' liability for any Taxes (as defined in Section 4(f)(iii)) attributable to taxable years or periods ending at the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on time of or prior to the Closing Date Closing, or, in the case of any Straddle Period (the “Excluded Tax Liabilities”as defined in Section 11(a)(i)), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation portion of such Straddle Period (as determined in Section 11(a)(i)) ending at the time of the transactions contemplated in this AgreementClosing, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations or liabilities arising out of or relating to events occurring on or prior to the Closing Date, all liabilities and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than except to the extent such liabilities and obligations are Assumed Liabilities, and constitute "Accrued expenses" for purposes of determining the Working Capital Amount (yas defined in Section 2(c)); (viii) the Excluded Contracts regardless obligations and liabilities of when such liabilities and obligations aroseany Seller or of any Subsidiary with respect to any contract, agreement, arrangement or understanding (including without limitation any payables) with any of their respective stockholders, creditors or affiliates (in each case, other than the Assumed Liabilities Sellers and the Subsidiaries) identified on Schedule 1(d)(viii); (collectivelyix) the Sellers' and/or the Subsidiaries' liabilities under the Riverview Financial Corporation Profit Sharing Plan and the Mrs. Fields Inc. 401(k) Rxxxxxxxxx Xavings Plan; and (x) the obligations and liabilities of any Seller or any Subsidiary with respect to the payment of expenses pursuant to Section 16, the “Excluded Liabilities”including any indemnification or other obligations under any related engagement agreements or arrangements. (e), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement).

Excluded Liabilities. Notwithstanding the generality of Section 1.2, Seller shall retain and be responsible Except for the paymentAssumed Liabilities, performance each Selling Entity agrees to timely discharge and discharge perform all of all its liabilities and obligations (whether known related to the Business or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixed) of Sellerthe Purchased Assets payable after Closing as they become due, including all indebtednessthe following (the foregoing, trade accounts payable unpaid as including the following being the "Excluded Liabilities"): (a) liabilities and obligations relating to products sold prior to the end of the Closing Date, including product liability claims and claims for damages to person or property; (b) liabilities and obligations for any products sold prior to the end of the Closing Date that do not comply with applicable warranties or that are otherwise defective; (the “Trade Payables”c) liabilities and obligations relating to any 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), workers’ compensation liabilitiesas well as any and all claims of and obligations to (including wages, Tax salary and overtime) employees of the Business to the extent related to the period through the end of the Closing Date or otherwise related to the acts of the Selling Entities except for severance liabilities imposed on Seller 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, rights, actions, settlements, or attributable to assets arising from any of the Excluded Liabilities and not the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on or prior Assumed Liabilities shall belong exclusively to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations or liabilities arising out of or relating to events occurring on or prior to the Closing Date, all liabilities and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”)Selling Entities, and Buyer shall not assume hereby waives any of such Excluded Liabilities (regardless of whether any such liabilities right or obligations are disclosed in this Agreement)claim thereto.

Excluded Liabilities. Notwithstanding Except for the Assumed Liabilities, the Buyer is not assuming any Liability of the Seller. Without limiting the generality of Section 1.2the foregoing, the Buyer is not assuming, and the Seller shall retain and be solely responsible for: (i) Liabilities to any employee, independent contractor, consultant, agent or representative of the Seller relating to services performed prior to the Closing Date, including, without limitation, Liabilities under any employment, consulting, severance pay, retirement, fringe benefit plan or other arrangement or agreement of any kind; (ii) Liabilities related to the Transferred Lease occurring or arising prior to the Closing Date; (iii) Liabilities related to the 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 paymentSeller (but not including any taxes related to the Buyer’s post-Closing ownership, performance and discharge control, use, or operation of all liabilities and obligations (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixed) of Sellerthe Purchased Assets, including all indebtedness, trade accounts payable unpaid but not limited to any post-Closing reassessment of or other increases in taxes affecting the Purchased Assets as a result of the Closing Date 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 “Trade PayablesTrifusion Agreement”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable (viii) Liabilities related to the Purchased Assets Transferred Customer Owned Inventory occurring or the NF5 Business for periods (or portions thereof) ending on or arising prior to the Closing Date (the “Excluded Tax Pre-Closing Customer Inventory Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating subject to the consummation terms set forth in Section 11(a); or (ix) any other Liabilities related to the operation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations or liabilities arising out of or relating to events occurring on or Business prior to the Closing Date, all liabilities and obligations under (xclauses (i) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and through (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectivelyix), the “Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement).

Excluded Liabilities. Notwithstanding the generality of Section 1.2, Seller shall retain and be responsible Except for the paymentAssumed Liabilities, performance the Purchaser shall not assume, and discharge shall have no liability or obligation for any other Liabilities of all liabilities and obligations the Sellers including, without limitation (whether known except to the extent included in the Assumed Liabilities) any Liability arising out of, or unknownrelated to, matured or unmatured, liquidated or unliquidated, contingent or fixedany (i) employee of Sellerthe Sellers (other than pursuant to Section 2.3(a)(iii) above), including all indebtedness, trade accounts any Liability with respect to any key employee retention plans; (ii) any severance payable unpaid as to any employee of the Closing Date Business (other than any such person who accepts employment with the “Trade Payables”Purchaser); (iii) any costs or expenses incurred in connection with, workersor related to, the administration of the Bankruptcy Case, including without limitation, any accrued professional fees and expenses of the Sellers’ compensation liabilitiesattorneys, Tax liabilities imposed on Seller or attributable accountants, financial advisors and other professional advisors related to the Purchased Assets Bankruptcy Case; (iv) Liabilities arising under any and all Contracts of the Sellers which are not Assigned Contracts; (v) Liabilities to the extent relating to the Excluded Assets; (vi) except as set forth in Section 2.3, Liabilities for any capital leases or the NF5 Business indebtedness for periods borrowed money of any kind or nature; (or portions thereofvii) ending on or any royalties related to any period of time prior to the Petition Date; (viii) any income Taxes of any kind or nature; (ix) intercompany payables, intercompany loans or other intercompany liabilities of any kind or nature; (x) any pre-Closing Date (the “Excluded Tax Liabilities”)litigation, payrollclaim or assessment, vacationbreach of contract, sick leavebreach of warranty, unemployment benefitstort, pension planinfringement, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation violation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, law or environmental liabilities, all liabilities relating to any real property matters arising from circumstances or any other types of obligations or liabilities arising out of or relating to events occurring on or prior to the Closing Date, all liabilities in each case, of any kind or nature and obligations under (x) whether related to the Pre-Closing Contracts Business or otherwise and the Assumed Contracts regardless of when commenced; or (xi) any Liabilities arising out of or related to any outstanding checks or other cash payments (whether paid by check, wire transfer or otherwise) issued, made or drawn on any bank or other deposit accounts of the Sellers at any time, including any Liabilities with respect to cash overdrafts on such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities accounts (collectively, the “Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement).

Excluded Liabilities. Notwithstanding Buyer shall not be liable for any obligations of Sellers of any nature whatsoever other than the generality of Assumed Liabilities. Without limitation, the Assumed Liabilities shall not include: (a) any obligations under employment related agreements (other than the "stay on" bonuses referred to in Section 1.2, Seller shall retain and be responsible 3.01) or Herculite's lease for the paymentpremises located at 000 Xxxx Xxxxxx, performance Xxx Xxxx, Xxx Xxxx, (x) bank debt and discharge guarantees of all liabilities bank debt identified in Schedule 3.02; (c) any debts or obligations owed by Sellers or either of them to Health-Chem or any of its Affiliates; (d) any guarantees made by Sellers or either of them for the benefit of Health-Chem or any of its Affiliates; (e) deferred wage, salary and bonus obligations of Herculite, Hercon and/or Health-Chem owed to employees of Sellers as a consequence of voluntary wage, salary and bonus deferrals; (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixedf) of Seller, including all indebtedness, trade any accounts payable unpaid as or accrued liabilities (regardless of whether invoices for the Closing Date (the “Trade Payables”)same have been issued) to all accountants, workers’ compensation liabilitiesauditors, Tax liabilities imposed on Seller attorneys, engineers or attributable other third party advisors of Sellers, to the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on or prior extent such liabilities relate to the Closing Date (the “Excluded Tax Liabilities”)preparation for, payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the negotiation of or consummation of the transactions contemplated herein or an audit conducted for the benefit of Sellers or their Affiliates; (g) all Sellers' broker fees incurred in connection with this Agreementtransaction, including including, but not limited to, fees payable to Seneca Financial Group, Inc. and Gordian Group, L.P. and a $50,000 fee payable to Coldwell Banker Commercial Xxxx Associates, Inc.; (h) all warranty or similar claims or suits now pending against either Seller, including, but not limited to, the claim of Hill Rom (sometimes known as Xxxxxxxxxxx), (i) any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities obligation relating to any real property or the California AS400; and (j) any other types of obligations or liabilities arising out of or relating to events occurring liability listed on or prior to Schedule 3.02 (the Closing Date, all liabilities and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the “"Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement").

Excluded Liabilities. Notwithstanding the generality Neither Buyer nor any of Section 1.2, its affiliates shall assume any Liabilities of Seller shall retain and be responsible for the payment, performance and discharge of all liabilities and obligations (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixed) of Seller, including all indebtedness, trade accounts payable unpaid as of the Closing Date (the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable to the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax such unassumed Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations or liabilities arising out of or relating to events occurring on or prior to the Closing Date, all liabilities and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”) other than the Assumed Liabilities. For the avoidance of doubt, the Excluded Liabilities shall include, but are not limited to: (i) all Taxes of Seller or with respect to the Business, (ii) all Indebtedness (as defined below) of Seller, (iii) all trade accounts payable of Seller; (iv) all Liabilities with respect to any Employee Benefit Plan that Seller or any affiliate of Seller maintains, contributes to, has an obligation to contribute to or otherwise has any Liability with respect thereto; (v) all Liabilities with respect to contracts which are not Assigned Contracts, including, without limitation, the Excluded Contracts set forth on Schedule 1.2(j); (vi) all claims by Lessor arising out of acts or omissions of Seller prior to the Closing; (vii) all claims of negligence arising out of acts or omissions of Seller; and (viii) all warranty claims not specifically assumed by Buyer. “Indebtedness” means (A) all obligations of Seller for borrowed money, whether current or funded, secured or unsecured; (B) all obligations of Seller for the deferred purchase price of any property or services; (C) all obligations of Seller under capital leases or leases that in accordance with GAAP (as defined below) are or will be required to be capitalized; and (D) all obligations, contingent or otherwise, of Seller in respect of bankers’ acceptances or letters of credit; and (E) obligations, contingent or otherwise, of Seller in respect of any accrued interest, success fees, prepayment penalties, and Buyer shall not assume other costs and expenses associated with the repayment of any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement)the foregoing.

Excluded Liabilities. Notwithstanding Except with respect to the generality Assumed -------------------- Liabilities as set forth in Section 1.01(c) above, the Purchaser shall not --------------- assume or become liable for, and shall not be deemed to have assumed or have become liable for, any of Section 1.2, Seller shall retain and be responsible for the payment, performance and discharge of all liabilities and obligations (of the Sellers not expressly assumed by the Purchaser pursuant to Section 1.01(c) above, whether --------------- accrued, absolute or contingent, whether known or unknown, matured whether disclosed or unmaturedundisclosed, liquidated whether due or unliquidatedto become due and whether related to the Acquired Assets or otherwise, contingent and regardless of when asserted, including, without limitation, any liabilities or fixed) of Seller, including all indebtedness, trade accounts payable unpaid as obligations arising from or relating to the Acquired Assets or operation of the Closing Date (Businesses by the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable Sellers prior to the Purchased Assets Closing Date, any obligations or liabilities with respect to any cash or book overdrafts, any obligations to make distributions to Sellers or Current Owners for S-corporation taxes or other purposes, any liabilities or obligations arising under Environmental, Health and Safety Requirements, any liabilities or obligations for Taxes, any liabilities or obligations related to the NF5 Business Excluded Assets, any liabilities or obligations arising under any of the items set forth on the Excluded Benefits Schedule and any liabilities or obligations for periods (-------------------------- breaches of contracts, breaches or portions thereof) ending on warranty, torts, infringements, claims or lawsuits occurring at or prior to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations or liabilities arising out of or relating to events occurring on or prior to the Closing Date, all liabilities and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the “"Excluded Liabilities”"), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement).. --------------------

Excluded Liabilities. Notwithstanding the generality provisions of Section 1.22.5 or any other provision hereof or any Schedule or Exhibit hereto and regardless of any disclosure to the Buyer, Seller neither the Buyer nor any Buyer Party shall retain and be responsible obligated to assume or become liable for any of the paymentliabilities, performance and discharge obligations, debts, contracts or other commitments of all liabilities and obligations (whether any of the Sellers of any kind whatsoever, known or unknown, matured fixed or unmaturedcontingent, liquidated now existing or unliquidatedhereafter arising, contingent which shall relate to: (a) liabilities and obligations for federal, state, local, foreign or fixed) of Seller, including all indebtedness, trade accounts payable unpaid as of other income taxes arising in connection with the Closing Date (the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable to the Purchased Assets or the NF5 Business Operations for periods (or portions thereof) ending on or prior to the Closing Date or arising as a result of the transactions contemplated by this Agreement and the Collateral Agreements, (b) liabilities and obligations of which any of the “Excluded Tax Liabilities”Sellers had Knowledge, or relating to or arising out of any facts or circumstances of which Sellers had Knowledge, (c) liabilities and obligations arising out of or in connection with the purchase, sale, lease, use, storage, maintenance of any of the assets described on Schedule 2.6(c), payroll(d) liabilities and obligations of or arising with respect to Howard Leight Co. GmbH Optac OHG, vacationHoward Leight GmbH, sick leaveand Howxxx Xxxxxx Xxternational, unemployment benefitsInc., pension plan(e) xxxxxxxxxxx xnd obligationx xx xxxxxx xx those which are reasonable in the context of the transactions contemplated hereby incurred in connection with the preparation of this Agreement, health plan the Collateral Agreements and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated in this Agreementhereby, including any such bonus liability to Jxxx Xxxxxxxxincluding, environmental liabilitiesbut not limited to, all liabilities relating to any real property or any other types of obligations or liabilities arising out of or relating to events occurring on or prior to the Closing Datelegal and accounting fees, all (f) liabilities and obligations under based upon illegal conduct, (xg) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arosearising under any agreement with employees as a result of the consummation of the transactions contemplated by this Agreement and the Collateral Agreements, other than to the extent such and (h) any liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless with respect to those employees of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed Seller listed in this AgreementSchedule 2.6(h).

Excluded Liabilities. Notwithstanding Seller acknowledges that neither Parent nor any Purchaser is purchasing, assuming or becoming responsible for any direct or indirect, Liabilities, arising prior to, on or after the generality Closing Date of Section 1.2Seller or any of its Affiliates, other than the Assumed Liabilities and without limiting the foregoing, Seller shall retain (or its applicable Affiliate) is expressly retaining the Excluded Liabilities (as defined hereafter) and be responsible for the paymentSeller agrees (or will cause its applicable Affiliate) to pay, performance perform and discharge the Excluded Liabilities as and when such Excluded Liabilities become due. “Excluded Liabilities” means any and all (i) Liabilities arising from Seller’s and its Affiliates’ conduct and operation of all liabilities and obligations the Business (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixedincluding the Transferred Assets) of Sellerprior to the Closing Date, including all indebtedness, trade any such outstanding accounts payable unpaid of the Business as of the date prior to the Closing Date Date, environmental Liabilities (including those Liabilities arising from non-compliance with Environmental Laws) and any such employment Liabilities (in each case, other than the “Trade Payables”Assumed Liabilities expressly set forth above in Section 2.3(a) and the possible reimbursement of certain severance payments as expressly contemplated in the last two sentences of Section 7.5(a)); (ii) Liabilities related to Taxes arising from the development, workers’ compensation liabilities, Tax liabilities imposed on Seller use or attainment of the Transferred Assets or operation of the Business attributable to the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on or prior to the Closing Date and Seller’s share of Transfer Taxes and Periodic Taxes pursuant to Sections 9.1 and 9.2; and (iii) any Liabilities to the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities extent relating to the consummation Excluded Assets. For the purposes of clarity, the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types assumption by the Purchasers of obligations or liabilities arising out of or relating to events occurring on or prior to the Closing Date, all liabilities and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), and Buyer shall not assume prohibit the Purchasers or Parent from contesting with any third party the amount, validity or enforceability of any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement)the Assumed Liabilities.

Excluded Liabilities. Notwithstanding the generality of Purchaser is not assuming (a) subject to Section 1.2, Seller shall retain and be responsible for the payment, performance and discharge of all liabilities and obligations (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixed) of Seller, including all indebtedness, trade accounts payable unpaid as of the Closing Date (the “Trade Payables”1.03(iv), workers’ compensation liabilitiesany liabilities in respect of any Taxes, Tax liabilities imposed on (b) any liability of either Seller for legal, accounting or attributable to broker's fees incurred in connection with the Purchased Assets negotiation of this Agreement or the NF5 Business for periods (or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated hereby, (c) any liability owing by either Seller to any shareholder or former shareholder of such Seller or any affiliate of such Seller, (d) any obligations in respect of either Seller's bank accounts, (e) the obligations under any employment, change of control, stay or retention agreement or arrangement entered into by either Seller with any Business Employee or, except as reflected on the Closing Date Statement, any deferred compensation arrangement entered into by either Seller with any Business Employee, (f) liabilities resulting from any Plan or Employee Benefit Program, or (g) any claims, liabilities or obligations relating to the Excluded Assets. Other than as specifically set forth in Section 1.03 or elsewhere in this Agreement, Purchaser assumes no obligation whatsoever of either Seller, including without limitation Sellers' non-trade obligations, indebtedness for borrowed money or notes payable, claims under lawsuits, taxes owed any such bonus liability to Jxxx Xxxxxxxxgovernmental entity, environmental tort liabilities, liabilities for workers compensation or employee health costs (whether in respect of any self-insured plan or otherwise), premiums under health or other insurance policies, or obligations to employees for wages or benefits (except for obligations pursuant to COBRA), payments required to be made in respect of any federal, state and local payroll taxes including FICA, FUTA, SUTA and SUI and income tax withholdings and sales and use taxes, all liabilities relating to in respect of any real property or any other types of obligations or liabilities arising out of or relating to events occurring on or business activities conducted by Sellers prior to the Closing Date, all liabilities and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless . Liabilities of when such liabilities and obligations arose, Sellers other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, are herein referred to as the “"Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement)." ARTICLE II.

Excluded Liabilities. Notwithstanding the generality Except as set forth in Section 1(c), DEGC shall not assume or otherwise become obligated pursuant to this Agreement to pay when due, perform or discharge any debts, claims, liabilities, obligations, damages or expenses of Section 1.2, Seller shall retain and be responsible for the payment, performance and discharge of all liabilities and obligations (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixed) of Sellerabsolute, including all indebtednessor arising before, trade accounts payable unpaid as of on or after the Closing Date (the “Trade Payables”Closing), workers’ compensation liabilitiesincluding, Tax liabilities imposed on Seller or attributable to the Purchased Assets or the NF5 Business without limitation, liability for (i) Government Payments accruing for periods preceding the Closing, (ii) defaults under contracts resulting from events or portions thereof) ending on or occurrences arising prior to the Closing Date Closing, (the “Excluded Tax Liabilities”)iii) Indebtedness, payroll(iv) any litigation or claims by a Governmental Entity or any other person or entity, vacationincluding without limitation any litigation disclosed on SCHEDULE 4.17 and SCHEDULE 4.24, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities (v) obligations under contracts or agreements of Seller not consisting of Purchase Orders or Purchased Contracts (vi) Seller's expenses arising from or relating to the consummation of the transactions contemplated in by this Agreement, including any such bonus liability without limitation attorneys' fees, accounting fees and investment banking fees, (vii) obligations with respect to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations or liabilities arising out of or relating to events occurring on or prior to the Closing Date, all liabilities and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations aroseemployees, other than Assumed Vacation Pay, or with respect to the extent such Benefit Plans, (viii) accounts payable and accrued liabilities and obligations are (other than Assumed Liabilities), and (yix) the Excluded Contracts regardless any severance payments owed to any employees of when Seller or Parent as a result of any severance plan or agreement between such liabilities employees and obligations arose, other than the Assumed Liabilities Seller or Parent (collectively, the “Excluded Liabilities”"EXCLUDED LIABILITIES"). "INDEBTEDNESS" means, with respect to any Person, (a) all indebtedness for borrowed money; (b) notes payable and Buyer shall drafts accepted representing extensions of credit whether or not assume representing obligations for borrowed money; (c) any indebtedness or other amounts owing to Seller or any of such Excluded Liabilities its Affiliates; (d) guaranties, securing indebtedness for borrowed money; and (e) all indebtedness secured by any lien, security interest, charge or encumbrance of any kind (a "LIEN") on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person. "AFFILIATE" shall mean any other Person directly or indirectly controlling or controlled by or under common control with such liabilities specified Person. For purposes of this definition, "control" means the power to direct the management and policies of another Person, directly or obligations are disclosed in this Agreement)indirectly, whether through the ownership of voting securities, by contract or otherwise. A "PERSON" shall mean an individual, corporation, partnership, joint venture, trust or unincorporated organization or association or other form of business enterprise or a Governmental Entity.

Excluded Liabilities. Notwithstanding the generality provisions of Section 1.2-------------------- Sections 2.1 and 2.2, Seller Buyer shall retain not assume, and be responsible for the paymentSellers shall remain liable for, performance any and discharge of all liabilities liabilities, obligations, claims and obligations commitments (whether known or unknown, matured or unmaturedcontingent, liquidated or unliquidatedotherwise, contingent or fixedand whenever asserted) of Selleror against the Assets, the Business and Sellers other than the Lease Obligations and the Assumed Liabilities (the "Excluded Liabilities"), including, without limitation, any of the following: (i) any obligation under agreements and instruments included in the Excluded Assets, including all indebtednessobligations under the Employee Plans and all employee benefit plans with respect to which any Seller or any other entity which, trade accounts payable unpaid together with any Seller that is treated as a single employer under Section 414 of the Code, has any liability or obligation; (ii) any liabilities or obligations of Sellers arising or incurred in connection with the negotiation, preparation and execution of the Agreement and the consummation of the transactions contemplated hereby, including without limitation the fees and expenses of Sellers' counsel, accountants, financial advisers and other experts; (iii) royalty liabilities for any period on or prior the Closing Date or arising out of or relating to the Excluded Locations; (iv) other than liabilities and obligations under Other Assumed Leases (to the “Trade Payables”extent that such liabilities and obligations are attributable to periods from and after the Closing Date), workers’ compensation liabilities, Tax any non-current liabilities imposed on Seller arising out of or attributable relating to the Purchased Assets Excluded Locations and any liability or obligation that are specifically listed on Schedule 2.3; (v) any liability or obligation ------------ (including any investigative or remedial obligation) arising under any applicable Environmental Laws (as defined in Section 3.19), except where the NF5 Business for periods facts or conditions underlying such liability or obligation are solely caused by the operation of the Acquired Stores by Buyer after the Closing Date; (vi) any indebtedness other than with respect to the capital leases listed on Schedule 2.2(iii); (vii) any liability or portions thereof) ending obligation arising out ----------------- of or relating to any litigation which is based upon events or circumstances occurring on or prior to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations or liabilities arising out of or relating to events occurring the Excluded Locations; (viii) any liability or obligation arising out of or relating to any intercompany obligation between Sellers or any of their Affiliates; and (ix) any liability of Sellers for Taxes for any period on or prior the Closing Date or arising out of or relating to the Closing Date, all liabilities and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement).Locations. ARTICLE 3 ---------

Excluded Liabilities. Notwithstanding anything to the generality contrary in this Agreement, none of Section 1.2Purchaser or any other USI Company shall assume or be required to perform, pay or discharge any, and the Seller Parties shall retain and be responsible remain unconditionally liable for all, of the paymentSeller Parties’ debts, performance and discharge of all obligations, liabilities and obligations (whether commitments, known or unknown, matured including, without limitation, (a) any and all debts, obligations, liabilities or unmatured, liquidated commitments relating to or unliquidated, contingent or fixed) of Seller, including all indebtedness, trade accounts payable unpaid as arising out of the Closing Date (operation of the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller Company Business or attributable the ownership of the Acquired Assets prior to the Purchased Effective Time (and including, but not limited to, any liabilities or obligations of the Seller Parties for Taxes, any Taxes relating to the ownership or operation of the Acquired Assets or the NF5 Business for periods (or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilitiesEffective Time, any accrued bonus other Taxes that are the responsibility of Seller pursuant to Section 8.1, and any debts, obligations, liabilities relating to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or commitments that may be imposed on Purchaser or any other types USI Company under a de facto merger, successor transferee, bulk sale or similar theory, absolute, contingent or otherwise), (b) all debts, obligations, liabilities or commitments, including all defense costs and legal fees, relating to or arising out of the Excluded Cases, including the obligation to defend and indemnify Xxxxxxx Xxxx in connection therewith, and (c) those liabilities and obligations or set forth in Section 7.4(d), in each case other than those that are expressly and specifically included in the Assumed Liabilities. All such debts, obligations, liabilities and commitments that are not Assumed Liabilities, including, but not limited to, those liabilities described above and those set forth on Schedule 1.4 and any liabilities arising out of or relating attributable to events occurring on or prior any Excluded Asset, are referred to the Closing Date, all liabilities and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the as “Excluded Liabilities.”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement).

Excluded Liabilities. Notwithstanding the generality of Section 1.2Buyer shall not assume, Seller shall retain and or otherwise be responsible for the paymentfor, performance and discharge of all any liabilities and or obligations (whether known actual or unknowncontingent, matured or unmatured, liquidated or unliquidated, contingent or fixedknown or unknown) of Seller, including all indebtedness, trade accounts payable unpaid as any other owner or operator of the Closing Date (the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable to the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations or liabilities arising out of or relating to events occurring on or Schools prior to the Closing Date, all or any affiliate of any of the foregoing, which consist of, relate to, are connected with, are based upon or arise out of the following: (i) regulatory liabilities imposed by the U.S. Department of Education (the "DOE") and/or the applicable state regulatory agencies with respect to the Schools for periods prior to the Closing Date, (ii) subject to section 7.7, liabilities relating to employees of the Schools for periods prior to the Closing Date, (iii) liabilities incurred on or before the Closing Date that are set forth on Schedule 2.4, (iv) liabilities and obligations under costs (xincluding those incurred post-Closing) ------------ associated with or caused by a determination by the Pre-Closing Contracts DOE that the Schools have not demonstrated compliance with 34 CFR 668.15 (Factors of Financial Responsibility) and 34 CFR 668.16 (Standards of Administrative Capability) for dates and periods prior to Closing, (v) Tax liabilities of Seller, (vi) liabilities with respect to the Assumed Contracts regardless matters addressed in Section 5.16, (vii) liabilities with respect to the claims referenced on Schedule 5.14 hereto, and ------------- (viii) any bank debt and other liabilities required to be shown as long term liabilities on a balance sheet of when such liabilities and obligations arose, other than Seller prepared in accordance with GAAP (as defined herein) (except to the extent such liabilities that Leases of the Facilities and obligations the equipment leases which are Assumed Liabilitieslisted on an attachment to Schedule 5.8(b) are required to be shown as long term liabilities, it being expressly agreed that Leases of the Facilities and (ythe equipment leases listed on the attachment to Schedule 5.8(b) are being assumed by Buyer at the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities Closing) (collectively, the “"Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement").

Excluded Liabilities. Notwithstanding Other than the generality Assumed Liabilities, Buyer is not assuming any liability or obligation of Section 1.2Sellers or the Selling Persons of any nature, Seller shall retain and be responsible for the paymentwhether absolute, performance and discharge of all liabilities and obligations (whether known or unknownaccrued, matured or unmaturedcontingent, liquidated or unliquidatedotherwise, contingent and whether due or fixed) of Sellerto become due, including all indebtednessasserted or unasserted, trade accounts payable unpaid as of the Closing Date known or unknown (the collectively, “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable to the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”), payrollincluding, vacationwithout limitation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations or liabilities arising out of or relating to events occurring on or prior to the Closing Date, all liabilities and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed those Liabilities set forth below (collectively, the “Excluded Liabilities”): (a) Liabilities in respect of any of the Excluded Assets; (b) Liabilities, including any Proceeding or other third Person claim, relating to or arising from the activities or operation of the Business with respect to any period of time (or portion thereof) occurring at or prior to the Closing, including any Liability relating to or arising from the classification of persons used in the Business as “employees” or “independent contractors;” (c) Liabilities relating to Indebtedness or intercompany payables of Sellers; (d) Liabilities relating to loans or payables by Sellers to the Selling Persons or other Liabilities of Sellers to the Selling Persons; (e) Liabilities of Sellers or their respective direct or indirect owner(s) relating to (i) Taxes for any taxable period, whether before or after the Closing Date; (ii) Taxes arising in connection with the consummation of the transactions contemplated by this Agreement; (iii) unpaid Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law) or as a successor or transferee by contract or otherwise; (iv) payments to any Person under any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or similar agreement with respect to Taxes; or (v) any other Taxes for which Sellers or the Selling Persons are responsible under Section 4.4 or Section 4.5; (f) Liabilities related to Sellers’ or the Selling Persons’ transaction fees and expenses contemplated in Section 4.2 or otherwise; (g) any undisclosed Liability; 3 (h) Liabilities incurred other than in the ordinary course of Sellers’ business, consistent with past practice; (i) Liabilities related to any Employee Benefit Plans; (j) Liabilities related to premiums for officer’s life insurance policies that are in place immediately prior to the Closing Date; (k) all Liabilities for breach of warranty (whether covered by insurance or not) with respect to services rendered on or prior to the Closing Date; (l) Liabilities relating to any current or former Staff Employee, Temporary Personnel or Billable Staffing Independent Contractor or current or former group of Staff Employees, Temporary Personnel or Billable Staffing Independent Contractors, including any change of control or severance Liabilities and any Liabilities relating to the employment agreements, phantom stock agreement and shareholder agreement set forth in Schedule 2.14(e), except (i) to the extent accrued for as current Liabilities in Adjusted Net Working Capital and Buyer shall (ii) as set forth in Section 4.3(b); (m) Liabilities related to any Real Property, except any Liabilities of Sellers specifically assumed pursuant to and in accordance with the Lease Assignment Agreements; and (n) any other Liability that is not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement).an Assumed Liability. 1.5

Excluded Liabilities. Notwithstanding Except for Assumed Liabilities, neither -------------------- the generality Purchaser nor any of Section 1.2its Affiliates shall assume or otherwise be liable in respect of, Seller shall retain and or be responsible for deemed to have assumed or otherwise be liable in respect of, any debt, claim, obligation, or other liability of the payment, performance and discharge of all liabilities and obligations (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixed) of Seller, or any of its Affiliates, including all indebtednesswithout limitation, trade (i) any accounts payable unpaid as of the Closing Date (the “Trade Payables”Seller not set forth on Schedule 2.03(a)(i), workers’ compensation liabilitiesincluding any accounts payable of Seller that ------------------- accrue after June 24, Tax 2000, (ii) any subordinated or intercompany debt (including any accrued interest thereon), (iii) any liabilities imposed on Seller related to Seller's Employees and former employees incurred or attributable to the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on or accrued prior to the Closing Date other than those related to the Benefits Plans that are included in the Acquired Assets or those expressly assumed hereunder, (the “Excluded Tax Liabilities”)iv) Seller's liabilities or obligations for federal, payrollstate or local income, vacationsales and payroll taxes, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus (v) Seller's liabilities or obligations under contracts relating to the consummation Seller's equity or Seller's equityholders, (vi) Seller's liabilities or obligations with respect to litigation or other claims (including, but not limited to, product liability litigation or claims) arising in connection with pre-Closing operation of the transactions contemplated in this AgreementAcquired Assets or the Business, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all (vii) Seller's liabilities relating to any real property or any other types of obligations or liabilities arising out of Environmental Laws arising in connection with pre-Closing operation of the Acquired Assets or relating the Business, and (viii) Seller's debts to events occurring on Shareholder and Shareholder's Affiliates (the "Excluded Liabilities"). The Seller agrees that it shall pay promptly when due any and all Excluded Liabilities not discharged by it at or prior to the Closing Date, all liabilities and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement)Closing.

Excluded Liabilities. Notwithstanding the generality Except as set forth in Section 1(c), DEGC shall not assume or otherwise become obligated pursuant to this Agreement to pay when due, perform or discharge any debts, claims, liabilities, obligations, damages or expenses of Section 1.2, Seller shall retain and be responsible for the payment, performance and discharge of all liabilities and obligations (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixed) of Sellerabsolute, including all indebtednessor arising before, trade accounts payable unpaid as of on or after the Closing Date (the “Trade Payables”Date), workers’ compensation liabilitiesincluding, Tax liabilities imposed on Seller or attributable to the Purchased Assets or the NF5 Business without limitation, liability for (i) Government Payments accruing for periods (or portions thereof) ending on or prior to preceding the Closing Date Date, (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property ii) defaults under contracts resulting from events or any other types of obligations or liabilities occurrences arising out of or relating to events occurring on or prior to the Closing Date, all liabilities (iii) Indebtedness, (iv) any litigation or claims by a Governmental Entity or any other person or entity, including without limitation any litigation disclosed on SCHEDULE 4.17 and SCHEDULE 4.24, (v) obligations under contracts or agreements of Seller not consisting of Purchase Orders or Purchased Contracts (xvi) Seller's expenses arising from or relating to the Pre-Closing Contracts transactions contemplated by this Agreement, including without limitation attorneys' fees, accounting fees and the Assumed Contracts regardless of when such liabilities and investment banking fees, (vii) obligations arosewith respect to employees, other than Assumed Vacation Pay, or with respect to the extent such Benefit Plans, (viii) accounts payable and accrued liabilities and obligations are (other than Assumed Liabilities), and (yix) the Excluded Contracts regardless any severance payments owed to any employees of when Seller or Parent as a result of any severance plan or agreement between such liabilities employees and obligations arose, other than the Assumed Liabilities Seller or Parent (collectively, the “Excluded Liabilities”"EXCLUDED LIABILITIES"). "INDEBTEDNESS" means, with respect to any Person, (a) all indebtedness for borrowed money; (b) notes payable and Buyer shall drafts accepted representing extensions of credit whether or not assume representing obligations for borrowed money; (c) any indebtedness or other amounts owing to Seller or any of such Excluded Liabilities its Affiliates; (d) guaranties, securing indebtedness for borrowed money; and (e) all indebtedness secured by any lien, security interest, charge or encumbrance of any kind (a "LIEN") on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person. "AFFILIATE" shall mean any other Person directly or indirectly controlling or controlled by or under common control with such liabilities specified Person. For purposes of this definition, "control" means the power to direct the management and policies of another Person, directly or obligations are disclosed in this Agreement)indirectly, whether through the ownership of voting securities, by contract or otherwise. A "PERSON" shall mean an individual, corporation, partnership, joint venture, trust or unincorporated organization or association or other form of business enterprise or a Governmental Entity.

Excluded Liabilities. Notwithstanding the generality of Section 1.2, Seller shall retain It is understood and be responsible for the payment, performance and discharge of all liabilities and obligations (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixed) of Seller, including all indebtedness, trade accounts payable unpaid as of the Closing Date (the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable to the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations or liabilities arising out of or relating to events occurring on or prior to the Closing Date, all liabilities and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations aroseagreed that, other than the Assumed Liabilities specifically set forth in Section 1.3, Buyer is not assuming, and the Sellers shall retain, any and all Liabilities of the Sellers, including the following Liabilities (collectively, the “Excluded Liabilities”): (a) Excluded Current Liabilities, including the Sellers’ accrued monitoring fees and the other items listed as excluded from the target net working capital calculation on Schedule 1.7(a), and Buyer shall not assume ; (b) Liabilities in respect of any of such the Assets (other than the Assumed Contracts) or the Excluded Assets; (c) Liabilities relating to Litigation; (d) Liabilities relating to Indebtedness; (e) Liabilities relating to loans or payables to the Selling Persons or any Liabilities of the Selling Persons; (f) except for Taxes included as an Assumed Liability and Transfer Taxes and Property Taxes as provided in Section 4.6 and Section 4.7, respectively, Liabilities (regardless i) relating to Taxes of the Sellers for any taxable period, whether before or after the Closing Date; (ii) relating to Taxes of the Sellers or of the Selling Persons arising out of or resulting from the use, ownership or operation of the Assets or the Business by the Sellers prior to the Closing Date or the consummation of the transactions contemplated by this Agreement; (iii) of the Sellers or the Selling Persons for unpaid Taxes of any such liabilities Person as a successor or obligations are disclosed transferor (other than Buyer) or under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law); or (iv) of the Sellers due or payable pursuant to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or similar agreement with respect to Taxes; (g) Liabilities related to the Sellers’ or any Selling Person’s transaction fees and expenses contemplated in Section 4.4 or otherwise; (h) Liabilities related to any Employee Benefit Plan; (i) Liabilities related to any Real Property, except for Liabilities specifically assumed pursuant to and in accordance with the Lease Assignments; (j) Liabilities relating to any current or former Staff Employee or Temporary Personnel or current or former group of Staff Employees or Temporary Personnel, except as otherwise set forth in this Agreement); (k) undisclosed Liabilities; and (l) any other Liability that is not an Assumed Liability.

Excluded Liabilities. Notwithstanding Except for the generality of Section 1.2Assumed Liabilities, Seller Purchaser shall retain and not assume or be responsible for the payment, performance and discharge any Liabilities of Selling Party or any ERISA Affiliate or other Affiliate of any Selling Party (or any predecessor of Sellers or any prior owner of all liabilities or part of their businesses and obligations assets) that are not expressly included in the definition of Assumed Liabilities (whether known all such Liabilities not being assumed by Purchaser being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt, the Excluded Liabilities include all Liabilities of any Selling Party, any ERISA Affiliate and their respective Affiliates: (i) for Taxes (except as set forth in Section 2.6, below), (ii) relating to a Contract of Sellers that is not an Assumed Contract, (iii) arising under this Agreement, (iv) under any Assumed Contract that arises after the Closing but that relates to any breach or unknowndefault that occurred prior to the Closing (provided that to the extent such breach or default has been cured prior to Closing but Sellers have incurred monetary penalties or interest that are included in the calculation of Net Working Capital, matured such Liabilities shall constitute an Assumed Liability), (v) to the extent arising out of, relating to or unmaturedotherwise in respect of any Benefit Plan relating to any events arising prior to Closing, liquidated or unliquidated, contingent or fixed(vi) of Seller, including all indebtedness, trade accounts payable unpaid with respect to any accrued bonuses as of the Closing Date of the Business Employees, (the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable to the Purchased Assets or the NF5 Business for periods (or portions thereofvii) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation termination of employment of any Business Employee(s) by Sellers in connection with the transactions contemplated in by this Agreement, including any severance payments or change of control payments, any obligations under applicable local, state, federal or foreign legal requirements (including the Worker Adjustment and Retraining Notification Act (WARN) and similar Legal Requirements and any applicable business transfer laws and similar Legal Requirements), (viii) except to the extent such bonus liability to Jxxx Xxxxxxxxcurrent liabilities are included within Net Working Capital, environmental liabilities, all liabilities relating with respect to any real property accrued bonuses as of the Closing Date or any other types the Leasing Expiration Date, floating holidays, paid time off (PTO), sick leave, or vacation of obligations or liabilities the Business Employees, (vii) arising out of any Matters pending as of the Closing or relating that is commenced after the Closing to events occurring on the extent arising from any occurrence or event happening prior to the Closing, (viii) arising under or in connection with the Excluded Assets, (ix) pursuant to Environmental Laws, including Liabilities arising from or related to (1) the condition or operation of any Real Property prior to the Closing Date, all liabilities (2) any other properties or facilities owned, operated, occupied and/or otherwise used by Sellers and obligations under their respective Affiliates, or (3) the operation of the Business prior to the Closing Date, (x) related to any Excluded Contract, (xi) arising from any Indebtedness of the Pre-Closing Contracts Sellers, and the Assumed Contracts regardless of when such liabilities and obligations arose(xii) relating to any intercompany Liabilities or amounts due to Affiliates, other than whether current portion or otherwise (provided that to the extent any Liabilities are included in the calculation of Net Working Capital, such liabilities and obligations are Liabilities shall be Assumed Liabilities). Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, and (y) the Excluded Contracts regardless of when such liabilities and obligations arosewarranty, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities covenant or obligations are disclosed in this Agreement)agreement.

Excluded Liabilities. Notwithstanding the generality of Section 1.2, Seller shall retain and be responsible Except for the paymentAssumed Liabilities, performance the Purchaser shall not assume, and discharge shall have no liability or obligation for any other Liabilities of all liabilities and obligations the Trustee, the Company or the Bankruptcy Estate, as a successor in interest or otherwise, including, without limitation (whether known except to the extent expressly included in the Assumed Liabilities) any Liability arising out of, or unknownrelated to, matured any (i) employee or unmaturedconsultant of the Trustee, liquidated the Company or unliquidatedthe Bankruptcy Estate, contingent including any Liability with respect to any key employee retention plans, any Liability with respect to or fixedarising from any "employee benefit plan" (as defined in section 3(3) of Sellerthe Employee Retirement Income Security Act of 1974, including all indebtednessas amended), trade accounts payable unpaid as any Liability with respect to the Worker Adjustment and Retraining Notification (WARN) Act and any Liability with respect to COBRA Coverage for employees or consultants of the Closing Date (Trustee, the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable to the Purchased Assets Company or the NF5 Business for periods (or portions thereof) ending on or Bankruptcy Estate terminated prior to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to or as part of the consummation of the transactions contemplated set forth in this Agreement; (ii) any severance payable to any employee or consultant of the Trustee, the Company or the Bankruptcy Estate; (iii) any costs or expenses incurred in connection with, or related to, the administration of the Case, including without limitation, any such bonus liability accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to Jxxx Xxxxxxxxthe Case, environmental liabilitiesas well as the Trustee's fees and expenses; (iv) Liabilities under any warranty, all liabilities guaranty or similar obligation of the Trustee, the Company or the Bankruptcy Estate arising from or relating to any real property acts or any other types of obligations or liabilities arising out of or relating to events occurring on or transactions prior to the Closing Date, ; (v) Liabilities arising under any and all liabilities and obligations under Excluded Contracts; or (xvi) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than Liabilities to the extent such liabilities and obligations are Assumed Liabilities, and (y) relating to the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities Assets (collectively, the “Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement"EXCLUDED LIABILITIES").

Excluded Liabilities. Notwithstanding the generality of Section 1.2Buyer shall not assume, Seller shall retain and or otherwise be responsible for the paymentfor, performance and discharge of all any liabilities and or obligations (whether known actual or unknowncontingent, matured or unmatured, liquidated or unliquidated, contingent or fixedknown or unknown) (collectively, the "Excluded Liabilities") of Seller, including all indebtedness, trade accounts payable unpaid as any other owner or operator of the Schools prior to the Closing Date Date, or any Affiliate of any of the foregoing, other than those liabilities and obligations which have been specifically assumed by Buyer pursuant to Section 2.3. The "Excluded Liabilities" shall include, without limitation, any liabilities or obligations to the extent that they relate to, are connected with, are based upon or arise out of the following: (i) regulatory liabilities imposed by the U.S. Department of Education (the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on "DOE") and/or the applicable state regulatory agencies with respect to Seller or attributable and/or the Schools for periods prior to the Purchased Assets or Closing Date, (ii) liabilities relating to employees of Seller and the NF5 Business Schools for periods (or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”including, without limitation, salary, bonuses, payroll taxes payable, accrued vacation liability or other compensation or benefits), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus (iii) liabilities relating with respect to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations or liabilities arising out of or relating to events occurring accounts payable incurred on or before the Closing Date that are set forth on Schedule 2.4, (iv) liabilities and costs (including ------------ those incurred post-Closing) associated with or caused by a determination by the DOE that the Seller and/or Schools have not demonstrated compliance with 34 CFR 668.15 (Factors of Financial Responsibility) and 34 CFR 668.16 (Standards of Administrative Capability) for dates and periods prior to the Closing Date, all (v) Tax liabilities and obligations under of Seller or the Owners (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such including, without limitation, sales tax liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in connection with this Agreement), (vi) liabilities with respect to the claims referenced on Schedule 5.14 hereto, (vii) liabilities associated with Seller's line of credit or other long-term debt of Seller (including current portion), (viii) any intercompany payables or debt (whether to any of the Owners or any Affiliate of Seller or the Owners) and (ix) any other liability or obligation which has not been specifically assumed by Buyer pursuant to Section 2.3.