Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. The Assumed Liabilities shall not include, and the Buyer shall not assume or be liable for any liabilities and obligations of the Sellers or any of their Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES"), including, without limitation: (a) Any liability or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; (b) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6

Excluded Liabilities. The Notwithstanding anything in this Agreement to the contrary, unless express or implied by the context herein, or as otherwise limited under Section 6.5 or elsewhere in this Agreement, and except for the Assumed Liabilities shall not include, and the Buyer shall not assume or be liable for any liabilities and obligations of the Sellers or any of their Affiliates not expressly assumed set forth in Section 2.4 (collectively, the "EXCLUDED LIABILITIES"), including, without limitation1.3: (a) Any liability Buyer, the Merger Subsidiary and Parent shall not, directly or obligation relating indirectly, assume or become liable for any other debt, obligations, indebtedness or other liabilities or obligations of Seller or any of the Stockholders, whether or not such liabilities are required to Professional Liability Claims arising be set forth on a Seller balance sheet prepared in accordance with GAAP, arise under any employment agreement or other Contract or writing (other than the specific Assumed Contracts referred to in Sections 1.1(e) and identified on the schedule thereto and the transactions contemplated in and by this Agreement, including without limitation those agreements and documents identified and referenced in Section 1.7) or result from services performed on any contingencies or before the Closing Dateclaims of any third person, firm, entity or Governmental Entity or regulatory authority; and (b) Any liability or obligation relating to the Plans Seller or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred EmployeesStockholder, as the case may be; (d) Any employment-related , shall remain solely responsible for all liabilities for which and obligations not assumed by Buyer under this Agreement as Assumed Liabilities or otherwise undertaken by Buyer under this Agreement. For the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") avoidance of doubt, only to the extent arising from events that have occurred prior to Closing, and any other liability for which subject to the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes requirement that written notice of any Seller or Shareholder or relating to any period ending on or prior such claims that are received by Buyer be tendered within 30 days of receipt by Buyer to the Closing DateSeller and the Stockholders, including liabilities related to (i) income Taxes subject to the last sentence of this Section 1.4, any and all VAT or other Pre-Closing Tax obligations shall be retained by Stockholders and the Seller pursuant to Section 4.11 hereof, and (ii) any fines, penalties, debts or liabilities incurred by Seller, DiscCo or any of the Sellers Stockholders in connection with the failure by the Company or DiscCo prior to Closing to comply with any requirements or obligations to register with applicable governmental agencies or authorities, certain of the products sold by Seller, Disco or any of their Affiliates whether arising before Subsidiaries, directly or after the Closing Date, (ii) Taxes relating through distributors or fulfillment centers to the Purchased Property acquired retail consumers located in countries under the terms jurisdiction of such governmental agencies or authorities, as determined, claimed and conditions assessed by such applicable governmental agencies or authorities, shall for all purposes be deemed to be Excluded Liabilities. Notwithstanding the foregoing, any tax consequences of the Merger, as defined in Section 1.7, or any related liabilities, whether to DiscCo, to Xxxxxxx as the sole Stockholder of DiscCo, or to Xxxxxxxx as a former Stockholder of DiscCo, arising as a result of the Merger failing to qualify as a tax-free merger under Section 368 and related sections of the Internal Revenue Code, thereby resulting in taxes to DiscCo, Xxxxxxx or Xxxxxxxx, shall not, for the purposes of this Agreement for all periods (or portions thereof) ending on or prior to the Merger, be considered a Pre-Closing DateTax obligation, (iii) Taxes attributable to or imposed with respect to shall be excluded from the transfer, assignment and delivery of the Purchased Property Stockholders’ responsibility under Section 12.3 hereof or otherwise or to any other transactions contemplated 4.11, and shall remain covered by this Agreement the tax indemnity agreement by Buyer and (iv) Taxes Buyer’s Affiliates in favor of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6Xxxxxxxx.”

Excluded Liabilities. The Except for the Assumed Liabilities, in no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, and Assumed Liabilities shall not includeinclude any liabilities or obligations in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the Buyer shall not assume or be liable like related to employee compensation for any liabilities and obligations period or portion of the Sellers or any of their Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES"), including, without limitation: (a) Any liability or obligation relating a period prior to Professional Liability Claims arising from services performed on or before the Closing Date; (bii) Any for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), of Sellers whatsoever which accrued at any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending on or time prior to the Closing Date, including liabilities related whether or not such liability or obligation arises prior or subsequent to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the Closing Date, including, without limitation, any distributions payable, debt or notes payable (iiincluding, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) Taxes any liability or obligation of Sellers relating to the Purchased Property acquired or arising from Sellers' breach of, default under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or failure to comply with, at any time prior to the Closing Date, (iii) Taxes attributable whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or imposed subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the transfer, assignment and delivery Closing Date or thereafter initiated based on or arising out of the Purchased Property under Section 12.3 hereof operation of the Business prior to the Closing Date, including, without limitation, any liability or otherwise or obligation of Sellers relating to any other transactions contemplated investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation, Environmental Laws (as hereinafter defined) and labor laws); (vii) any liability or obligation of Sellers under or relating to any Employee Benefit Plan (including, without limitation, any employment agreements outstanding with Sellers), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (viii) any liability or obligation of Sellers arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and (iv) Taxes the transactions contemplated hereby and any fees and expenses of any counsel, accountants, brokers, financial advisors or other Person for which any experts of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group)Sellers; and (kix) Any except for the Assumed Liabilities, any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion claim, loss, liability, obligation, damage, cost or expense of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6Sellers.

Excluded Liabilities. The Parties agree that any Liabilities arising out of or attributable to the ownership of the Contributed Interests, the ownership, use, operation, construction, development, completion or expansion of the Contributed Assets or the operation of the Businesses or other activities occurring in connection with and attributable to the ownership of the Contributed Interests, the ownership, use, operation, construction, development, completion or expansion of the Contributed Assets or the operation of the Businesses prior to the Effective Time that are not expressly identified as Assumed Liabilities shall in Section 2.4 are not includepart of the Assumed Liabilities, and neither P66 Opco nor the Buyer Partnership Group nor any member thereof has assumed, and shall not assume or be liable for become obligated with respect to, any liabilities and obligations Liability first incurred, accrued or arising out of or attributable to the ownership of the Sellers Contributed Interests, the ownership, use, operation, construction, development, completion or expansion of the Contributed Assets or the operation of the Businesses or other activities occurring in connection with and attributable to the ownership of the Contributed Interests, the ownership, use, operation, construction, development, completion or expansion of the Contributed Assets or the operation of the Businesses prior to the Effective Time, including any Liabilities of the P66 Parties or their Affiliates existing immediately prior to the Effective Time, whether or not expressly assumed described specifically in this Section 2.4 2.5 (collectively, the "EXCLUDED LIABILITIES"“Excluded Liabilities”), includingall of which shall remain the sole responsibility of, without limitation: and be discharged and performed as and when due by, the P66 Parties or their Affiliates from and after the Effective Time; provided, that, notwithstanding the foregoing, the term “Excluded Liabilities” shall not include the portion of 2016 property taxes owed by the Sponsor Entities prior to the Effective Time to the extent Xxxxxx Frac LLC receives from the P66 Parties aggregate Service Fees (as such term is defined in each of the Xxxxxxx Cavern Storage Agreement and Xxxxxx Frac Agreement) in 2016 of not less than the aggregate property taxes owed by the Sponsor Entities for 2016. The term “Excluded Liabilities” shall also include (a) Any liability or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; Construction Costs, (b) Any liability any cost or obligation relating expense associated with updating or amending the existing Fractionator permit to the Plans or extent necessary to reflect the Compensation Arrangements (operation of the Fractionator as such terms are defined in Section 5.17); of the Effective Time and (c) Other than as required pursuant to Sections 2.4(a) all Liabilities directly or (b), any liabilities or obligations to current or former employees ofindirectly incurred by, or independent contractors withattributable to, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending on or prior to the Closing Date, including liabilities related to (i) income Taxes P66 Parties by virtue of the Sellers or any ownership of their Affiliates whether arising before or after the Closing Datelimited partner interests of P66 Opco by Bravo LLC, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6Charlie LLC and/or Delta LLC.

Excluded Liabilities. The Notwithstanding anything herein to the contrary, Buyer will not assume and will not be obligated to assume or be obliged to pay, perform or otherwise discharge or in any other way be liable or responsible for any Liability whatsoever of Seller or any of its Subsidiaries, whether existing on the Closing Date or arising thereafter, other than the Assumed Liabilities shall not include(such Liabilities, and collectively, the “Excluded Liabilities”). Without limiting the foregoing, Buyer shall not assume be obligated to assume, and does not assume, and hereby disclaims all the Excluded Liabilities, which for the avoidance of doubt, include (a) all Liabilities arising, whether prior to, at or be liable after the Closing, under (i) any Multiemployer Plan (including any associated Withdrawal Liability), (ii) all Seller Benefit Plans (including any Pension Plan and any OPEB) other than any Assumed Plan Liabilities or (iii) any Collective Bargaining Agreement that has expired or been rejected by Buyer, (b) any and all Liabilities for any liabilities and obligations Taxes (i) of the Sellers or imposed on Seller or any of their Affiliates not expressly assumed its Subsidiaries (or any Affiliate thereof) or (ii) related or attributable to the Assets or the Business for any Pre-Closing Tax Period, (other than real estate and personal property Taxes included in Section 2.4 (collectively, Acquired Prepayments or Taxes included in the "EXCLUDED LIABILITIES"Current Liabilities), including, without limitation: (ac) Any liability or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; (b) Any liability or obligation all Liabilities relating to the Plans Assets or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder Business arising from or relating to any Environmental, Health and Safety Laws or the presence or Release of, or exposure to, any Hazardous Substance at, on, under or migrating from any Assets, to the extent arising or attributable to any period ending on or prior to the Closing Date, including liabilities related to (i) income Taxes any Proceedings or Orders in respect of the Sellers foregoing (and including without limitation all fines, penalties or other obligations arising from or relating to any violation or alleged violation of their Affiliates whether Environmental, Health and Safety Laws first occurring or arising before prior to the Closing), or after otherwise relating to any properties at any time owned, leased or operated in respect of the Closing DateBusiness that are not included within the definition of Assets, (iid) Taxes all Cure Costs and (e) all Liabilities relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing DateExcluded Assets, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6including Customer Deductions.

Excluded Liabilities. The Notwithstanding anything to the contrary contained in this Agreement or in any Transaction Document, and regardless of whether such liability is disclosed in this Agreement, in any of the Transaction Documents or on any Schedule or Exhibit hereto or thereto other than the New LLC Assumed Liabilities shall (as defined in this Section below), the New LLC will not includeassume, agree to pay, perform and the Buyer shall not assume discharge or in any way be liable responsible for any debts, liabilities and or obligations of the Sellers Business, Seller, Shareholders or any of their respective Affiliates not expressly assumed of any kind or nature whatsoever, arising out of, relating to, resulting from, or caused by any transaction, status, event, condition, occurrence or situation relating to, arising out of or in Section 2.4 (collectivelyconnection with the Business, the "EXCLUDED LIABILITIES")Assets, including, without limitation: (a) Any liability or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; (b) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or any Shareholder existing, arising or relating to any period ending occurring on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or including, without limitation, any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under from the Xxxxxxx Consulting AgreementExcluded Assets (the “Excluded Liabilities”). Notwithstanding the foregoing, Seller will contribute into New LLC, and New LLC will assume and thereafter pay and fully satisfy when due, all liabilities and obligations: (a) which arose prior to the New LLC Asset Transfer and represent normal and current trade payables incurred by Seller in connection with the operation of the Business in the ordinary course of business, consistent with past custom and practice (and which are not delinquent), including, without limitation, those specifically set forth on Schedule 1.4(a) (“Accounts Payable”); (hb) Any liability arising from operations the other accrued liabilities of Seller which have been incurred in the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; ordinary course of business, consistent with past custom and practice and which are specifically set forth on Schedule 1.4(b) (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group“Accrued Liabilities”); and (kc) Any other first arising after the New LLC Asset Transfer under any Assumed Contract (except for any liability not expressly or obligation arising from any breach or failure to perform under any of the foregoing prior to the Closing Date) (all such liabilities and obligations to be so contributed into, and assumed pursuant by, the New LLC being collectively referred to Section 2.4 notwithstanding herein as the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6“New LLC Assumed Liabilities”).

Excluded Liabilities. The Assumed Liabilities shall not include, and the Buyer Purchaser shall not assume and shall not be responsible to pay, perform or be liable for discharge any liabilities and of the following Liabilities or obligations of the Sellers or any of their Affiliates not expressly assumed in Section 2.4 Seller (collectively, the "EXCLUDED LIABILITIES"“Excluded Liabilities”): (i) Liabilities relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; (ii) any liability arising out of any Action pending as of the Closing Date; (iii) Liabilities for Taxes relating to or arising out of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of the Seller, whether or not relating to or arising out of the Focus Factor business and whether or not incurred prior to the Closing date, including, without limitation: (a) Any liability or obligation relating , any Taxes payable by the Seller resulting from payments made pursuant to Professional Liability Claims arising from services performed on or before the Closing Datethis Agreement; (bv) Any any deferred Taxes of any nature; (vi) one-half of the Transfer Taxes, if applicable; (vii) any liability of Seller having to do with a business other than the Focus Factor Business; (viii) any liability with respect to any Employee or obligation relating former employee of Seller, or any consultant retained by Seller; (ix) any liability to any Governmental entity arising out of or resulting from Seller’s compliance or noncompliance with any law, regulation, order, injunction, judgment, decree, ruling, assessment or award (an “Order”) of any Government entity (i.e., the Plans or liability is imposed by the Compensation Arrangements (as such terms are defined in Section 5.17Government entity); (cx) Other than as required pursuant to Sections 2.4(a) any liability of Seller under this Agreement or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller based on Seller’s actions or Shareholder or relating to any period ending on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or omissions occurring after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6.

Excluded Liabilities. The Except for the Assumed Liabilities shall not includespecifically set forth in Section 2.2 above, and the Buyer shall not assume or be liable for otherwise become responsible for, and the Assumed Liabilities expressly exclude, any debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller including any Benefits Liabilities and liabilities or obligations related to the Acquired Assets or the Business which are outstanding or unpaid as of the date hereof (the “Excluded Liabilities”). Without limiting the foregoing, the term “Excluded Liabilities” shall include all liabilities, including any liabilities and obligations for Taxes, arising from or related to: (i) Seller’s operations, whenever arising or incurred, or Seller’s ownership of the Sellers or any of their Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES"), including, without limitation: (a) Any liability or obligation relating to Professional Liability Claims arising from services performed on or before Products and Acquired Assets through the Closing Date; (bii) Any liability or obligation Seller’s termination of any Contracts relating to the Plans Business or otherwise; (iii) any Designated Employee hired by Buyer that accrues or arises as of or prior to the Compensation Arrangements Closing Date (as such terms are defined other than Accrued Vacation Pay and the obligations of Parent pursuant to Parent’s written offers of employment referenced in Section 5.175.9), or any of Seller’s other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including WARN Act, change of control, workers’ compensation, severance, salary, bonuses, COBRA benefits or other benefits or payments due under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (civ) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may beBenefits Liabilities; (dv) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller litigation matter or Shareholder or relating to any period ending threat thereof arising on or prior to the Closing DateDate involving Seller and any current or former customer, lessor, shareholder, officer, employee, consultant, director or affiliate thereof, including liabilities related Xxxxxx x. Xxxx-L Company, Inc., Civ. No. 00-S-1181, D. Colo., and all claims, disputes and causes of action among Seller and Xxxxxx X. Xxxxx, XX Enterprises, Xxxxx X. Xxxxxxx, Xxx X. Xxxxx and Xxxxx X. Xxxxxx, (vi) any indemnification obligation of Seller to any affiliate or third party (iother than indemnification obligations set forth in the Transferred Contracts), (vii) income Taxes any real estate lease or equipment lease, including the Lease Agreements, other than as contemplated under the Real Property Subleases, (viii) Seller’s Retained Environmental Liabilities, (ix) any guaranty or insurance policy of the Sellers any type, including any life or health insurance or key man insurance policies on Xxxxxx Xxxxx or any of their Affiliates whether arising before or after the Closing Dateother Person, (iix) Taxes relating to any sales, use and other transfer taxes, including any taxes arising from the Purchased Property acquired under the terms transactions contemplated hereby (except as otherwise provided in Section 2.8 hereof), (xi) any and conditions of all fees and expenses incurred by Seller in connection with this Agreement for all periods and the transactions contemplated hereby, (or portions thereofxii) ending on or any Tax liabilities incurred by Seller prior to the Closing DateClosing, (iiixiii) Taxes attributable to the Asvan Payment (as defined in Section 5.27 hereof), or imposed (xiv) the shareholder derivative action (Case No. 00-CV-6001) filed, purportedly on behalf of the Seller, in Xxxxxxxx Xxxxx, Xxxx xxx Xxxxxx xx Xxxxxx against Xxxxxx Xxxxx, Xxxxx Xxxxxxx, Xxx Xxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxx Xxxx and the Seller, the appeal filed by the derivative plaintiff with the Colorado Court of Appeals with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and same (ivCase No. 02-CA-1901) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6related proceeding.

Excluded Liabilities. The Assumed Liabilities shall not includeNotwithstanding anything to the contrary contained in this Agreement and regardless of whether such liability is disclosed herein or on any schedule or exhibit hereto, and the Buyer shall not neither Purchaser nor any of its Affiliates will assume or be liable for any liabilities and or obligations of the Sellers Seller or any of their its Affiliates (i) to the extent not expressly assumed related to the Business or (ii) arising out of, related to, resulting from, in the nature of or caused by any (A) Taxes, except as provided in Section 2.4 5.13 (collectively, the "EXCLUDED LIABILITIES"regardless of when incurred), including, without limitation: (aB) Any liability indebtedness for borrowed money or obligation relating to Professional Liability Claims deferred purchase price for property or any cash overdrafts of the Business arising from services performed on or before the Closing Date; (b) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending on or prior to the Closing Date, including liabilities related to (i) income Taxes Date or any outstanding checks of the Sellers or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending Business incurred on or prior to the Closing Date, (iiiC) Taxes attributable intercompany payables, intercompany loans or other intercompany liabilities of any kind or nature, (D) Excluded Asset, (E) matter disclosed on Schedule 2.13 hereto (or, which otherwise would have been required to be disclosed on such Schedule if prepared as of the Closing Date) or imposed any litigation, claim or assessment of any kind or nature which is commenced (by the filing of a complaint or the like or the presentation of a written claim to Seller or any of its Affiliates) with any court or similar legal or administrative authority or any mediator or arbitrator (or, in the case of a written claim, by presentation of such claim to Seller or any of its Affiliates) at any time on or prior to the Closing (including any customer litigation, breach of contract, breach of warranty, tort, infringement, violation of law or environmental matter), including any such matter disclosed in the Schedules hereto, (F) facts, events or circumstances related to the Business' relationship with Birmingham Steel Corporation, Microfibres, Inc., Agrilink, Eskimo Pie Corporation, Cherrydale Farms, Foxboro Company (Invensys)/Ken's Foods, Foxboro Company/Alto Dairy, Shamrock Foods Company, Sugar Creek Packaging Company, Gulf States Steel, Inc., Xxxxxxxxxx.xxx, Xxxxxxxx Brands International, Inc. or Westin or (G) deferred revenue liability, which will be treated as specified in Section 1.7 hereof (in each case with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract matters specified in this Section 1.2(b), whether known or otherwise; unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due) (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group"Excluded Liabilities"); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6.

Excluded Liabilities. The Assumed Liabilities shall not includeNotwithstanding anything to the contrary in this Agreement, and the Buyer Purchasers shall not assume or in any way be liable for any liabilities responsible for, and obligations Sellers shall remain obligated to pay, honor, perform and discharge, all of the Liabilities of Sellers or any of their Affiliates not expressly assumed in Section 2.4 (other than the Assumed Liabilities) (collectively, the "EXCLUDED LIABILITIES"“Excluded Liabilities”), including, without limitation: (a) Any liability any Liabilities arising out of or obligation relating to Professional Liability Claims each Seller’s ownership, use or operation of the Business and the Purchased Assets, in each case prior to the Closing, arising from services performed on by operation of law under any common law or before statutory doctrine (other than the Closing Date; Assumed Liabilities); (b) Any liability any Liabilities based upon, relating to, arising under or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes the Excluded Assets or the ownership, operation or use of any Seller or Shareholder or relating to any period ending on or prior to the Closing Date, including liabilities related to (i) income Taxes businesses of the Sellers or any of their Affiliates Affiliates, other than the Business, whether arising before before, at or after the Closing; (c) all payables and Indebtedness of Sellers (except to the extent taken into account in the calculation of the Post-Closing DateAdjustment Amount); (d) any Liabilities directly or indirectly arising out of or related to any breach of Contract by any Seller occurring or existing prior to the Closing; (e) any Liabilities or obligations for (i) Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period, (ii) Taxes relating to the Business, the Purchased Property acquired under Assets or the terms and conditions Assumed Liabilities for the portion of this Agreement for all periods (or portions thereof) any Straddle Period ending on or prior to and including the Closing Date, (iii) any other Taxes attributable to of Sellers or imposed with respect to the transferany of their equity holders or Affiliates, assignment and delivery including Taxes that arise as a result of the sale of the Business or the Purchased Property under Section 12.3 hereof or otherwise or Assets pursuant to any other transactions contemplated by this Agreement Agreement, and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; Successor Taxes; (f) Any liabilities any Liabilities of Sellers based upon, relating to, or arising under or with respect to: (i) any Seller Benefit Plan, (ii) the employment or termination of employment or service: (x) of any employee of any Seller employed by Purchasers following the Closing which relate to events occurring on or prior to the Closing and (y) of any Shareholders current or former employee, consultant, independent contractor, leased employee or other agent of any Seller who is not employed by Purchasers following the Closing, and (iii) workers’ compensation claims, unemployment insurance premiums or any claims arising under any federal, state or local tax withholding, employment, labor or discrimination Laws of their Affiliates; (x) any employee employed by Purchasers following the Closing which relate to events occurring on or prior to the Closing and (y) any current or former employee, consultant, independent contractor, leased employee or other agent of any Seller who is not employed by Purchasers following the Closing which relate to events occurring at any time; (g) Any liabilities any Liability based upon, arising under or obligations relating with respect to any Environmental Law, including any Liability of Sellers in any way pertaining to or arising under from the Xxxxxxx Consulting Agreement; acts, omissions or strict liability of any predecessor of Sellers and any obligation or Liability for any Remedial Action arising out of or related to any condition or occurrence in existence prior to the Closing; (h) Any liability any Liability based upon, arising from operations of the Businesses before the Closing Date not expressly assumed pursuant under or with respect to Section 2.4; any matter disclosed or required to be disclosed in Schedule 5.16; and (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion any Liabilities of any such liability on the June 30, 1997 Combined Balance Sheet or Seller with respect to any Management Prepared Financial Statements. Section 2.6COVID-19 Assistance received by Seller.

Excluded Liabilities. The Assumed Liabilities shall not includeNotwithstanding anything to the contrary contained in this Agreement, and the Buyer shall not assume or be liable for bound by any duties, responsibilities, obligations or liabilities and obligations of Seller relating to Seller or arising out of the Sellers or any of their Affiliates not expressly assumed in Section 2.4 (collectivelyAssets, the "EXCLUDED LIABILITIES")Excluded Assets, includingthe Deposits or the Branch Offices, without limitation: (a) Any liability of any kind or obligation relating to Professional Liability Claims arising from services performed nature and whether known, unknown, contingent or otherwise, on or before the Closing Date, other than the Assumed Liabilities (all such duties, responsibilities, obligations and liabilities, other than the Assumed Liabilities, the “Excluded Liabilities”); (b) Any liability or obligation relating provided, that, for the avoidance of doubt subject to the Plans or the Compensation Arrangements (as such terms are defined in provisions of Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b11.4(c), any all liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (da) Any employment-related liabilities for which the imposed on Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes or in respect of the Real Property arising under any Seller or Shareholder Environmental Law to the extent arising out of or relating to any release, violation of Applicable Law, event, condition, action, omission or other circumstance attributable to any period ending on or prior to the Closing Date, including any claims, penalties, remediation costs, liabilities related arising from the emission, discharge release or disposal of any Hazardous Materials into the air, ground or water or the presence of any Hazardous Materials on, at or in any Branch Offices, and (b) without limiting the provisions of clause (a) above, all liabilities imposed on Buyer with respect to (i) income Taxes or in respect of the Sellers Real Property arising out of any underground storage tank located in, or asbestos or asbestos containing materials, regardless of condition, located in any of their Affiliates whether arising before or after the Closing Datebuilding upon, (ii) Taxes relating to the Purchased any Real Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending at anytime on or prior to the Closing Date, (iii) Taxes attributable whether or not such liability shall arise prior to or imposed with respect after the Closing Date, including, without limitation, in the case of each of clause (a) and clause (b), all such liabilities arising out of any environmental event or condition disclosed on Schedule 3.10 or in the documents (or the attachments to the transferdocuments) referenced on Schedule 3.10; provided, assignment and delivery however, that (i) Seller shall not be responsible for any liabilities under this clause (b) arising under any Environmental Law to the extent such liabilities are caused or made necessary by (1) Buyer’s changed use of any Real Property following the Purchased Property under Section 12.3 hereof or otherwise or Closing Date, (2) changes made by Buyer to any other transactions contemplated by this Agreement and (iv) Taxes of structures on any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before Real Property following the Closing Date not expressly assumed pursuant or (3) exacerbation of any underlying condition by the acts or omissions of Buyer following the Closing Date (and all environmental liabilities for which Seller shall be responsible to the extent provided in this Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating 1.4 are referred to Nudel & Xxxxxherein as, M.D.collectively, P.A. and Youngthe “Pre-Closing Environmental Liabilities”), Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (kii) Any other liability not expressly assumed pursuant Seller’s obligation to indemnify Buyer for the Excluded Liabilities related to any environmental liabilities described in this Section 2.4 notwithstanding 1.4 shall survive for a period of only eight years following the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6Closing Date.

Excluded Liabilities. The With the exception of the Assumed Liabilities, Buyer does not hereby assume, and shall not at any time hereafter become liable for, any of the Liabilities of Seller or its Affiliates (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall not include, and the Buyer shall not assume or be liable for any liabilities and obligations of the Sellers or any of their Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES"), including, without limitation: , (a) Any liability all transaction expenses incurred by Seller or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; its Affiliates, (b) Any liability or obligation all indebtedness for borrowed money relating to the Plans Business, the Transferred Assets or the Compensation Arrangements (as such terms are defined in Section 5.17); otherwise and all accounts payable of Seller, (c) Other than as required pursuant all Liabilities primarily related to Sections 2.4(a) or (b)arising out of the Excluded Assets, any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified Liabilities under Section 11.1(dany Contracts (whether or not Acquired Contracts) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iiie) Taxes attributable to or imposed with respect to the transferLiabilities and obligations for Excluded Taxes, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities Liabilities or obligations arising from or related to (i) any Shareholders Seller Benefit Plans (except to the extent expressly set forth in Section 6.1), (ii) the termination of employment with Seller or any of its Affiliates of any employee of the Business prior to the Closing Date or (iii) employment- or workplace-related claims based in whole upon acts or omissions by Seller, its Affiliates or any of their Affiliates; respective agents occurring on or prior to the Closing Date or (g) Any liabilities all Liabilities pursuant to Environmental Law arising out of or obligations relating to any action, event, circumstance or arising under condition related to the Xxxxxxx Consulting Agreement; Business or the Real Property, in each case occurring or existing on or before the Closing, including: (hA) Any liability arising from operations any Release of any Hazardous Material into the Businesses Environment on or before the Closing Date not expressly assumed pursuant at, to Section 2.4or from the Real Property or any property formerly owned, leased, used or occupied by the Business (and any additional migration of such Hazardous Material after the Closing); (iB) Any liability any transportation, disposal or obligations under Contracts not included in Purchased Property; discharge, or the arrangement for such activities, on or before the Closing, of any Hazardous Material originating at the Real Property or any property formerly owned, leased, used or occupied by the Business to or at any location (j) Any liability and any additional transportation, disposal or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Groupdischarge of such Hazardous Material after the Closing); and (kC) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion any noncompliance with or violation of any applicable Environmental Law or Environmental Permit relating in any way to the Business on or before the Closing (and any continuation of such liability on noncompliance or violation after the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6Closing);

Excluded Liabilities. The Assumed Excluded Liabilities shall not includewill remain the sole responsibility of and will be retained, paid, performed and discharged solely by Sellers. For the avoidance of doubt, the Excluded Liabilities will expressly include (i) all Liabilities that are caused by the actions or inactions of the Company with respect to projects completed on or prior to the Closing Date except to the extent included in the Working Capital Adjustment, (ii) all Liabilities related to Taxes, (iii) all product liability, all returns, and all warranty liability with respect to sales made by the Buyer shall not assume or be liable for any liabilities and obligations of the Sellers or any of their Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES"), including, without limitation: (a) Any liability or obligation relating Company prior to Professional Liability Claims arising from services performed on or before the Closing Date; , (biv) Any liability all Liabilities arising out of or obligation relating to the Plans Company, the Business or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending Assets on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions or arising out of this Agreement for all periods (any circumstances, events or portions thereof) ending actions occurring on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect except to the transferextent included as Assumed Liabilities, assignment and delivery (v) all Liabilities to current or former employees of the Purchased Property Company (and any dependents of such employees), whenever arising, including without limitation Liabilities to provide benefits to such employees under Section 12.3 hereof any benefit plans or otherwise any Liabilities associated with severance, commission or overtime payments due or becoming due to the current or former employees of the Company, whether arising from the consummation of the transactions contemplated hereby, or otherwise, and any claims relating to any Employee Benefit Plans, any other transactions contemplated benefit or compensation plan, fund, arrangement or agreement of the Company, or the termination thereof, whenever accruing or arising, including without limitation, Liabilities to provide benefits to consultants that may arise or have arisen by this Agreement operation of law or otherwise, and (ivvi) Taxes of any other Person for which any Liabilities of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date Company not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not specifically included in Purchased Property; (j) Any liability or obligations relating the Assumed Liabilities. In the event post-Closing that the Company is required to Nudel & Xxxxxresolve a warranty claim, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/Purchaser agrees to perform such warranty work so long as it is compensated by the Company on a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6cost plus 15% basis.

Excluded Liabilities. The Assumed Liabilities shall not include(a) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, and BUYER DOES NOT ASSUME AND SHALL NOT BE LIABLE FOR ANY OF THE DEBTS, OBLIGATIONS OR LIABILITIES OF SELLER, DIALYSIS BUSINESS OR ANY AFFILIATE OF SELLER, WHENEVER ARISING AND OF WHATEVER TYPE OR NATURE. In particular, but without limiting the foregoing, Buyer shall not assume or assume, and shall not be deemed by anything contained in this Agreement (other than to the extent expressly provided in Section 1.3 Assumed Liabilities) to have assumed and shall not be liable for any debts, obligations or liabilities of Seller, any Affiliate of Seller or the Dialysis Business whether known or unknown, contingent, absolute or otherwise and whether or not they would be included or disclosed in financial statements prepared in accordance with GAAP (the “Excluded Liabilities”). Without limitation of the foregoing, the Excluded Liabilities shall include debts, liabilities and obligations obligations: (i) under any real estate lease or any contract or agreement to which Seller is a party or by which Seller or the Dialysis Business is bound that has not been listed as an Assigned Dialysis Contract on Schedule 4.20 hereof or any Personal Property Lease by which Seller or the Dialysis Business is bound that has not been listed as an Assigned Personal Property Lease on Schedule 4.8 hereof; (ii) with respect to any Assigned Dialysis Contract or Assigned Personal Property Lease, arising from the period prior to the Closing Date; (iii) arising out of any collective bargaining agreement to which Seller is a party; (iv) for, under or in connection with any Employee Benefit Plan; (v) for any obligation for Taxes; (vi) for any liability for local or state sales, use or transfer tax and taxes that may be imposed upon the sale or assignment of the Sellers Acquired Assets pursuant to this Agreement and the Assignment and Assumption and Bill of Sale, regardless of when such obligations may become known and due; (vii) for any damages or injuries to persons or property or for any of their Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES"), including, without limitation: (a) Any tort or strict liability or obligation relating to Professional Liability Claims arising from services performed events, actions or inactions in the Dialysis Business or the operation of the Dialysis Business prior to the Closing Date; (viii) arising out of any litigation arising with respect to the period prior to the Closing Date, whether or not threatened or pending on or before the Closing Date; (bix) Any liability incurred by Seller or obligation relating to by the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17)Dialysis Business for borrowed money; (cx) Other than as required pursuant for any accounts payable of Seller or any Affiliate of Seller; and (xi) for amounts due or that may become due to Sections 2.4(a) Medicare, Medicaid or (b), any liabilities other health care reimbursement or obligations to current or former employees ofpayment intermediary, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants other third party payor on account of Medicare cost report adjustments or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating payment adjustments attributable to any period ending on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or any other form of their Affiliates whether arising before Medicare or after the Closing Dateother health care reimbursement recapture, (ii) Taxes relating adjustment or overpayment whatsoever, including fines and penalties, with respect to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or any period prior to the Closing Date. The intent and objective of Buyer and Seller is that, (iii) Taxes attributable except for liabilities explicitly assumed by Buyer hereunder, Xxxxx does not assume, and no transferee liability shall attach to or imposed with respect to the transferBuyer pertaining to, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6Excluded Liabilities.

Excluded Liabilities. The Buyer is assuming only the Assumed Liabilities and is not assuming any other Liability or obligation of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities and obligations shall not includebe retained by, and remain liabilities and obligations of, Seller (all such Liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Buyer shall not assume or and shall not be liable for for, and Sellers shall indemnify defend and hold Buyer harmless against, any liabilities and obligations of all Excluded Liabilities. The Excluded Liabilities shall mean any and all Liabilities other than the Sellers or any of their Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES")Assumed Liabilities, including, without limitation: limitation (ai)(a) Any liability or obligation relating any payments required to Professional Liability Claims arising from services performed on or before the Closing Date; (b) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees ofbe made, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants costs or Transferred Employees, as the case may be; other expenses required to be incurred by Sellers (dor their affiliates) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending on or prior to the Closing DateDate with respect to any Contract, including including, without limitation, any Acquired Contract and (b) all liabilities resulting from a breach by either Seller of any Contract, including, without limitation, any Acquired Contract and all duties, liabilities or obligations thereunder, in each case, arising from or related to (i) income Taxes the period of time on or prior to the Sellers or any of their Affiliates whether arising before or after the Closing DateClosing, (ii) Taxes relating all liabilities (including, without limitation, accounts payable), obligations, litigation, proceedings or claims (including, without limitation, warranty claims, any liability or obligation arising under any applicable Law) of any kind or nature whatsoever, known or unknown, to the Purchased Property acquired under extent arising from the terms and conditions Business, the assets or the operation of this Agreement for all periods (the Business or portions thereof) ending the Acquired Assets on or prior to the Closing Date, (iii) Taxes attributable to any and all obligations or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or liabilities to any other transactions contemplated by this Agreement and of Sellers’ or any Affiliates of Sellers’ employees, (iv) Taxes of any other Person for which any all accounts payable of the Sellers may be liable by contract Business arising on or otherwise; prior to the Closing Date, (fv) Any liabilities to any Shareholders or any of their Affiliates; (g) Any all other liabilities or obligations relating of Sellers and their respective Affiliates of any kind or nature whatsoever, known or unknown, including, without limitation, any such liabilities or obligations not related to the Business, the Acquired Assets, or the operation of the Business or the Acquired Assets or arising under from the Xxxxxxx Consulting Agreement; Excluded Assets, (hvi) Any liability any and all obligations of any nature or description, including, without limitation, all claims by or on behalf of any employee arising from operations out of or in connection with any relationship by and between Sellers or any Affiliate of either Seller, including through any collective bargaining agreement, (vii) any and all liabilities for taxes, including any taxes arising as a result of each Seller’s operation of its business or ownership of the Businesses before assets prior to the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & XxxxxDate, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (kviii) Any all other liability liabilities of Sellers not expressly explicitly assumed pursuant to Section 2.4 notwithstanding by the inclusion Buyer under other provisions of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6this Agreement.

Excluded Liabilities. The Notwithstanding the provisions of Section 1.6 or any other provisions in this Agreement to the contrary, Purchaser shall not assume and shall not be responsible to pay, perform or discharge any liabilities of Seller of any kind or nature whatsoever other than the Assumed Liabilities shall not include(the “Excluded Liabilities”), and the Buyer Seller shall pay and remain responsible for all such Excluded Liabilities. Without limiting the generality of this Section 1.7, the Excluded Liabilities shall include, but not assume be limited to, the following: (a) any liability of Seller arising from, or be liable for any liabilities and obligations in connection with, the conduct of the Sellers Business prior to the Closing or any the ownership of their Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES")Purchased Assets by Seller prior to the Closing, including, without limitation: , any such liabilities arising by reason of any violation or claimed violation by Seller, by acts or events or omissions arising or occurring prior to the Closing, of any federal, state or local law, rule, regulation, ordinance or any requirement of any governmental body; 4 (ab) Any to the extent not covered by any applicable manufacturer’s warranty, any warranty liability of Seller or similar obligation of Seller arising from products sold or services rendered prior to the Closing; (c) any liability of Seller related to or arising out of the Excluded Assets; (d) any liability for (i) any taxes required by law to be paid by Seller relating to Professional Liability Claims arising from services performed the Business, the Purchased Assets or the Assumed Liabilities for any taxable period ending on or before the Closing Date; (bii) Any any taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Seller under Section 7.4; or (iii) other taxes of Seller of any kind or description (including any liability for taxes of Seller that becomes a liability of Purchaser under the principles of transferee or successor liability or obligation relating to the Plans otherwise by operation of contract or the Compensation Arrangements (as such terms are defined in Section 5.17law); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any any liability of Seller for any present or former employees, agents or independent contractors of Seller, including, without limitation, any liabilities associated with any claims for wages, bonuses, commissions, accrued vacation or other benefits, severance, termination or other payments accrued or incurred prior to Closing; (f) any liability under any Employee Benefit Plan (later defined), including without limitation, any employee benefit plan of or sponsored by Seller, any 401K plan or any other “employee pension benefit plan” as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974 (“ERISA”); (g) any liability or obligation with respect to Taxes indebtedness of any Seller or Shareholder the Business owing to any bank or other financial institution; (h) any trade payables and accounts payable of Seller; (i) any liability arising out of or relating to any period ending on employee grievance against Seller arising from or relating to events or omissions prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased PropertyClosing; (j) Any any liability or obligations obligation under or relating to Nudel & Xxxxxthat certain founder compensation agreement between Seller and Xxxxxx Xxxx dated as of August 15, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group2009 (the “Founder Compensation Agreement”); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.61.8.

Excluded Liabilities. The Assumed Except for those Liabilities shall not includeassumed by Purchasers pursuant to Section 1.3 hereof, and the Buyer Purchasers shall not assume or and shall not be liable for any liabilities Liabilities of any kind or nature whatsoever of Seller, and obligations Seller shall retain and be solely responsible for the defense, payment, discharge and performance as and when due of the Sellers or any all Liabilities of their Affiliates Seller that are not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES")Assumed Liabilities, including, without limitation: , Liabilities resulting from, arising out of or related to any (a) Any liability or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; Excluded Asset, (b) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); Taxes, (c) Other than as required pursuant indebtedness for borrowed money or deferred purchase price for property, (d) inter-company payables, loans or other inter-company Liabilities of any kind or nature, (e) breach of contract, breach of warranty, tort, infringement, violation of law or environmental, health or safety matter of any kind or nature arising, in whole or in part, out of facts, events, circumstances, actions or inactions occurring prior to Sections 2.4(athe Closing, (f) litigation, claim, assessment, action, suit, proceeding, order, judgment, decree or investigation of any kind or nature arising out of facts, events, circumstances, actions or inactions occurring prior to the Closing, (b)g) Employee Plan, any liabilities or (h) employment and employee benefits-related claims, obligations to and Liabilities of current or former employees ofemployees, officers, directors or independent contractors withconsultants arising at any time and relating to their employment with Seller, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (di) Any employmentemployment and employee benefits-related liabilities for which claims, obligations and Liabilities of the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which Specified Employees incurred in relation to the Buyer is indemnified under Section 11; (e) Any liabilities employee’s period of employment with respect to Taxes of any Seller or Shareholder or relating to any period ending on or prior to and including the Closing Date, including liabilities related to and (ij) income Taxes of fees, costs or expenses incurred by Seller in connection with the Sellers or any of their Affiliates whether arising before or after the Closing Datepreparation, (ii) Taxes relating to the Purchased Property acquired under the terms negotiation, execution, delivery and conditions performance of this Agreement for all periods (or portions thereof) ending on or prior to and the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and hereby (iv) Taxes of any other Person for which any of collectively, the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group“Excluded Liabilities”); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6.

Excluded Liabilities. The Assumed Liabilities “Excluded Liabilities” shall not includemean (i) any obligation or liability accruing, and arising out of, or relating to acts or omissions of any Person in connection with the Buyer shall not assume Assets, the Excluded Assets, the Facilities or be liable the operation of the Business, in each case, prior to the Closing, (ii) any Indebtedness of any Seller, (iii) any obligation or liability accruing, arising out of, or relating to any of the Leases or Contracts for the period, in each case, prior to the Closing, (iv) any obligation or liability for any liabilities federal, state or local taxes, whether or not accrued, assessed or currently due and obligations payable, related to the Assets, the Facilities or the Business for the period, in each case, prior to the Closing, (v) any civil or criminal obligation or liability accruing, arising out of, or relating to any acts or omissions of any Seller, any of their respective Affiliates or any of their respective directors, officers, employees and agents claims to violate any Applicable Laws, (vi) any obligation or liability accruing, arising out of, or relating to any federal, state or local investigations, claims or actions with respect to acts or omissions (or suspected or alleged acts or omissions) of any Seller, their respective Affiliates or any of their respective employees, agents, or vendors, (vii) any other obligation or liability, fixed or contingent, known or unknown, relating to or arising out of the ownership, operation or use of the Assets or the Facilities, or the operation of the Business, in each case, prior to Closing, (viii) any liability or obligation of the Sellers or its affiliates that is not an Assumed Liability; and (ix) any of their Affiliates not expressly assumed in Section 2.4 (collectively, liability related to the "EXCLUDED LIABILITIES")Myrtle Beach Fee Owner or the Yardley Fee Owner, including, without limitation: (a) Any liability or obligation , all liabilities relating to Professional Liability Claims arising from services performed on (i) the ownership or before operation of the Closing Date; (b) Any liability Myrtle Beach Facility or obligation the Yardley Commons Facility, in each case, relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending on or prior to the Closing DateClosing, including liabilities related to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment execution and delivery of the Purchased Property under documents described in Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv9.2(a)(xiii) Taxes of any other Person for which any of at the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6Closing.

Excluded Liabilities. The Notwithstanding anything to the contrary contained in this Agreement and regardless of whether such Liability is disclosed herein or on any Schedule or exhibit hereto, other than the Assumed Liabilities shall not includeexplicitly set forth in Section 0, and the Buyer shall will not assume or be liable for any liabilities and obligations Liability of the Sellers any kind or any nature whatsoever of their Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES")Seller, including, without limitationbut not limited to, the following: (a) Any liability or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; (b) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the Closing Datethose Liabilities not specifically described in Section 0 hereof, (ii) Taxes relating those Liabilities arising out of or related to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (facts, events, transactions, occurrences or portions thereof) ending actions or inactions arising on or prior to the Closing Date, (iii) Taxes attributable to those Liabilities resulting from, arising out of, relating to, in the nature of, or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated caused by this Agreement and (ivA) Taxes of any kind or nature whatsoever(including Taxes relating to all payments relating to wages, bonuses and all other Person forms of compensation made to the Transferred Seller Employees prior to the Closing Date), (B) Indebtedness, (C) any Excluded Asset or Excluded Contract or any intercompany payable or intercompany Liability of any kind or nature or any obligation with respect to any outstanding checks, (D) any breach of contract, breach of warranty or product liability, tort, infringement, violation of law or environmental, health or safety matter (including any asbestos-related or drilling/fracking related Liability), warranty claim or other matter, including any third-party claim under a theory of fraudulent conveyance, inadequate consideration or preferential transfer, (E) any litigation, claim, assessment, action, suit, proceeding, order, judgment, decree or investigation of any kind or nature arising out of facts, events, circumstances, actions or inactions occurring or existing on or prior to the Closing Date or (F) any employee of Seller prior to the Closing Date, former employee(s) or retiree(s) (or any dependents or beneficiaries thereof), or any benefit plan of any kind or nature sponsored, maintained or contributed to by Seller, (iv) Seller’s Liabilities under this Agreement, the Disclosure Schedules attached hereto, ancillary documents related to this Agreement, (v) any accounts payable, accrued expenses or other current Liabilities, arising out of or related to facts, events, transactions, occurrences or actions or inactions arising on or prior to the Closing Date (vi) any Liabilities for which workers’ compensation benefits, severance pay, vacation pay, sick pay, salary, bonuses (including bonuses paid pursuant to long-term retention arrangements or agreements or executive bonus plans), commission payments, long-term retention bonuses, reimbursable expenses or other payments or obligations of any kind owed or promised to any and employee of Seller or (vii) any Liabilities described or set forth on Schedule 00 attached hereto (in each case with respect to any of the Sellers may be liable matters described in this Section 0, whether known or unknown, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due, whether related to the Business or the Acquired Assets, and regardless of when or by contract or otherwise; whom asserted) (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under collectively, the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group“Excluded Liabilities”); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6.

Excluded Liabilities. The Assumed Liabilities shall not includeNotwithstanding anything to the contrary contained in this Agreement or in any Transaction Document, and regardless of whether such liability is disclosed in this Agreement, in any Transaction Documents or on any Schedule or Exhibit hereto or thereto, the Buyer Company shall not assume or only be liable responsible for any the following liabilities and obligations of the Sellers or any of their Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES"), including, without limitationobligations: (a) Any liability or obligation relating those which arose prior to Professional Liability Claims arising from services performed on or before the Closing DateDate and represent normal and current trade payables incurred by the Company in connection with the operation of the Business in the ordinary course of business, consistent with past custom and practice (and which are not delinquent), and are specifically set forth on Schedule 1.4(a) (“Accounts Payable”); (b) Any liability or obligation relating to the Plans or other accrued liabilities of the Compensation Arrangements Company which have been incurred in the ordinary course of business, consistent with past custom and practice and which are specifically set forth on Schedule 1.4(b) (as such terms are defined in Section 5.17“Accrued Liabilities”); (c) Other than the Company’s external (non delinquent) bank debt and underlying Liens in the amount of One Million Eight Hundred Twenty-Seven Thousand Three Hundred Four Dollars ($1,837,304) as required pursuant of April 30, 2007, provided that such debt is consistent with the amount set forth above (the “Bank Debt”); and (d) those first arising after the Closing Date under any Assumed Contract (except for any liability or obligation arising from any breach or failure to Sections 2.4(aperform under any of the foregoing prior to the Closing Date) (collectively, the “Permitted Liabilities”). From and after the Closing Date and except for the Permitted Liabilities, the Company shall have no responsibility or (b)liability for any other debts, any liabilities or obligations to current of the Business, the Company, the Members or former employees any of their respective Affiliates of any kind or nature whatsoever, arising out of, relating to, resulting from, or independent contractors withcaused by any transaction, any Seller who do not become Transferred Network Physiciansstatus, Transferred Consultants event, condition, occurrence or Transferred Employeessituation relating to, as arising out of or in connection with the case may be; (d) Any employment-related liabilities for which Business, the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which Assets, the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller Company or Shareholder the Members existing, arising or relating to any period ending occurring on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or including, without limitation, any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under from the Xxxxxxx Consulting Agreement; Excluded Assets (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group“Excluded Liabilities”); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6.

Excluded Liabilities. The Except for the Assumed Liabilities shall specifically set forth in Section 2.6, Buyer is not includeassuming, and the Buyer shall not assume Assumed Liabilities expressly exclude, any accounts payable, other debt, liability, duty or be liable for any liabilities and obligations obligation, whether known or unknown, fixed or contingent, of the Sellers or any of their Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES")Seller, including, without limitation, any liabilities or obligations related to the Products or the Business which are outstanding or unpaid as of the date hereof or connected in any way with any retirement, medical, life, disability or other employee benefit plan or employment, severance or change of control arrangement of Seller or PGT-UK (collectively, the “Excluded Liabilities”). Without limiting the foregoing, all liabilities, including any liabilities for Taxes, arising from or related to: (ai) Any liability Seller’s or obligation relating PGT-UK’s operations, whenever arising or [ ***] Indicates information has been omitted and separately filed with the Securities and Exchange Commission pursuant to Professional Liability Claims arising from services performed on an application for an order declaring confidential treatment thereof. incurred, or before Seller’s or PGT-UK’s ownership of the Products and Acquired Assets through the Closing Date; (bii) Any liability Seller’s or obligation PGT-UK’s termination of any Contracts relating to the Plans or the Compensation Arrangements (as such terms Business which are defined in Section 5.17)not Transferred Contracts; (ciii) Other than any Employee hired by Buyer that accrues or arises as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or any of their Affiliates Seller’s or PGT-UK’s other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including workers’ compensation, severance, salary, bonuses or under any Employee Plan, whether or not any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) the Products or the Business and arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, ; (iiiv) Taxes attributable to any Benefits Liabilities; and (vi) any implied or imposed explicit warranty obligations of Seller with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or Products entered into prior to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to (except as described in Section 2.4; (i) Any liability or obligations under Contracts not 2.6(c)), shall be Excluded Liabilities and shall remain the responsibility of Seller and PGT-UK, except as otherwise specifically included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding within the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6Assumed Liabilities.

Excluded Liabilities. The Except for the Assumed Liabilities Liabilities, neither Buyer nor any of its Affiliates shall not include, and the Buyer shall not assume or otherwise be liable for in respect of, or be deemed to have assumed or otherwise be liable in respect of, any liabilities and obligations debt, claim, obligation, or other liability of the Sellers any Seller, or any of their respective Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES"“Excluded Liabilities”), includingregardless or whether such debt, claim, obligation, or other liability is matured or unmatured, contingent or fixed, known or unknown. Excluded Liabilities shall include, without limitation: , (ai) Any any long-term debt or notes payable of any Seller and any debt, claim, obligation or liability or obligation relating of any Seller to Professional Liability Claims arising from services performed on or before the Closing Dateany of its Affiliates; (bii) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder the Business or related to the Assets for any period prior to the Closing Date, any Tax liability of any Seller for any period after the Closing Date (in each case, subject to the proration provisions set forth in Section 2.5 below) and any Tax liability arising from the sale of the Business and Assets to Buyer contemplated herein or any liquidation and dissolution of any Seller; (iii) any obligation, commitment or liability of or claim against any Seller which constitutes or arises from a breach by such Seller of any representation, warranty or covenant herein; (iv) any obligation, commitment, liability of any Seller (other than Assumed Liabilities) or claim which may arise from such Seller’s operation of the Business and Assets prior to Closing; (v) any obligation, commitment or liability of or claim which may arise from events or conditions relating to or affecting the Assets or the Business prior to the Closing Date (other than Assumed Liabilities) or resulting from any Seller’s consummation of the transactions contemplated by this Agreement (other than Assumed Liabilities); (vi) any obligation, commitment or liability of or claim against any Seller which may arise from the rendering of investment banking, brokerage fees, professional, legal, accounting, appraisal, engineering or other similar services to such Seller in connection with the transactions herein; (vii) any obligation, commitment or liability of any Seller under any of such Seller’s Plans; (viii) any and all claims of employees of any Seller, (ix) obligations or liabilities under any Contract not included in the Assumed Contracts, (x) obligations or liabilities under any Assumed Contract for which a Consent, if required, has not been obtained as of the Closing, (xi) any obligations or liabilities arising under the Assumed Contracts or otherwise relating to the time period prior to the Closing Date or arising out of events occurring prior to the Closing Date (including liabilities for breach by any Seller prior to Closing), (xii) all Accounts Payable, other than the Assumed Accounts Payable, (a) any and all expenses and liabilities relating to any period ending on or litigation and similar claims against any Seller arising out of events occurring prior to the Closing Date, including without limitation that certain lawsuit against Vertical Lend, Inc. (as more fully described above); (xiii) any obligations or liabilities related to of any Seller arising from its arrangements, understandings or agreements with Information Technology Services, Inc. d/b/a Infotech and (ixiv) income Taxes of the Sellers any forfeiture, claim or any of their Affiliates whether arising before pending litigation or after the Closing Date, (ii) Taxes proceeding relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or Business, prior to the Closing Date, (iii) Taxes attributable shall remain and be the obligation and liability the Sellers. The Sellers agree, jointly and severally, that they shall pay promptly when due any and all Excluded Liabilities not discharged by them at or prior to or imposed with respect to Closing. Buyer is not the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes successor employer of any other Person Seller’s employees for which any purpose and is not required to employ any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6employees.

Excluded Liabilities. The Assumed Liabilities shall Notwithstanding anything to the contrary contained in this Agreement (except for the sentence immediately following) or in any Transaction Document, the New LLC will not includeassume, agree to pay, perform and the Buyer shall not assume discharge or in any way be liable responsible for any debts, liabilities and or obligations of the Sellers Business, Seller, any Member or any of their respective Affiliates not expressly assumed of any kind or nature whatsoever, arising out of, relating to, resulting from, or caused by any transaction, status, event, condition, occurrence or situation relating to, arising out of or in Section 2.4 (collectivelyconnection with the Business, the "EXCLUDED LIABILITIES")Assets, including, without limitation: (a) Any liability or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; (b) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder any Member existing, arising or relating to any period ending occurring on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or including, without limitation, any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under from the Xxxxxxx Consulting AgreementExcluded Assets (the “Excluded Liabilities”). Notwithstanding the foregoing, Seller will contribute into New LLC, and New LLC will assume and thereafter pay and fully satisfy when due, all liabilities and obligations: (a) which arose prior to the New LLC Asset Transfer and represent normal and current trade payables incurred by Seller in connection with the operation of the Business in the ordinary course of business, consistent with past custom and practice (to the extent not delinquent), including without limitation those set forth on Schedule 1.4(a) (which Schedule will be updated by Seller as of the Closing Date) (“Accounts Payable”); (hb) Any liability arising from operations the other accrued liabilities of Seller which have been incurred in the ordinary course of business, consistent with past custom and practice, and which are specifically set forth on Schedule 1.4(b) (which Schedule will be updated by Seller as of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; Date) (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group“Accrued Liabilities”); and (kc) Any other arising after the New LLC Asset Transfer under any Assumed Contract (except for any liability not expressly or obligation arising from any breach or failure to perform under any of the foregoing prior to the Closing Date) (all such liabilities and obligations to be so contributed into, and assumed pursuant by, the New LLC being collectively referred to Section 2.4 notwithstanding herein as the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6“New LLC Assumed Liabilities”).

Excluded Liabilities. The Assumed Liabilities shall not include, and the Buyer Purchaser specifically shall not assume or pay or discharge or have any liability for any debts, liabilities, or obligations of any Seller or otherwise other than the Assumed Liabilities. Without limiting the foregoing, Purchaser will not be liable for any liabilities and obligations of the Sellers following debts, liabilities or obligations (contingent or otherwise) of any of their Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES"), including, without limitationSeller: (ai) Any liability Taxes, including amounts which have or obligation relating may be passed through to Professional Liability Claims arising from services performed any Seller by any lessor under any Ground Lease, regardless of whether any Seller has been invoiced for or notified of such amounts, and whether such Taxes or amounts relate (i) in the case of Taxes that relate to any Assets transferred to Purchaser hereunder and arise out of periods on or before the Closing Date; Date on which such Assets are transferred to Purchaser and (bii) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any of all other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller that relate to periods on, prior to or Shareholder after such Closing; (ii) obligations under the Contracts and Permits that arise out of or relate to events, facts or circumstances that occurred prior to the applicable Closing Date; (iii) obligations relating to any period ending Employee Benefit Plan ever maintained or contributed to by any Seller or its ERISA Affiliates, whether incurred before, on or prior to the after a Closing Date; (iv) any obligations relating to any Seller's employment of or termination of its employees, whether incurred before, on or after a Closing, including liabilities related but not limited to obligations under the WARN Act or similar state laws; (iv) income Taxes of the Sellers or Continuing Obligations at any of their Affiliates whether arising before time prior to, on, or after the applicable Closing Date, ; (iivi) Taxes relating any liability or obligation of a Seller pertaining to the Purchased Property acquired under Excluded Assets; (vii) Managed Assets that become Replaced Assets, for the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to period between the Closing Dateof such Managed Assets and the date on which such Managed Assets became Replaced Assets, except as expressly provided in the Management Agreement; (iiiviii) Taxes attributable to any debt (contingent or imposed with respect to the transfer, assignment and delivery otherwise) regardless of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement how incurred; and (ivix) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any and all liabilities or obligations relating of any sort whatsoever regardless of how incurred that relate to Assets acquired and accepted by Purchaser at a Closing that arise or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses are incurred by any Seller and/or relate to events, facts, or circumstances that occur on or before the Closing Date of the applicable Closing for such Assets in each case, whether or not expressly assumed pursuant to Section 2.4; (i) Any any such debt, liability or obligation is disclosed to Purchaser or is set forth on any Schedule to this Agreement. All of such excluded debts, liabilities and obligations under Contracts not included specified in Purchased Property; (jthis Section 2.3(b) Any liability or obligations relating are collectively referred to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding herein as the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6"Excluded Liabilities".

Excluded Liabilities. The Assumed Liabilities shall not includeNotwithstanding anything to the contrary contained in this Agreement, and the Buyer shall Purchaser will not assume or be liable for, and Seller will retain and remain responsible for, all of Seller’s debts, liabilities and obligations, of any nature whatsoever, other than the Assumed Liabilities, whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, whether related to the Purchased Assets, the Business, the Excluded Assets or otherwise, and regardless of when asserted (the “Excluded Liabilities”). Without limiting the scope of Excluded Liabilities under this Section 2.4, Excluded Liabilities specifically include (a) any liabilities with respect to Taxes for which Seller is liable pursuant to Section 10.3 of this Agreement, including without limitation any Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor or other Person, and any Taxes required to have been withheld under Section 1445 of the Code; (b) all liabilities and obligations of Seller arising out of or relating to any actions or omissions of employees, consultants, independent contractors and experts of any kind occurring before the Sellers or any of their Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES")Closing Date, including, without limitation: (a) Any liability or obligation , relating to Professional Liability Claims arising from acts or omissions in connection with the performance of services performed on for clients of Seller and unlawful discrimination or before the Closing Date; (b) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); harassment, (c) Other than as required pursuant to Sections 2.4(a) all liabilities and obligations of Seller arising out of or (b)in connection with E-xxxxx LLC, Secura Xxxxxxx Company or any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may beother subsidiary of Seller; (d) Any employment-related liabilities for which any costs and expenses incurred by the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") Seller Parties incident to the negotiation and any other liability for which preparation of this Agreement and their performance and compliance with the Buyer is indemnified under Section 11agreements and conditions contained in this Agreement; and (e) Any any liabilities in connection with respect to Taxes of any Seller claims for conduct or Shareholder or relating to any period ending on or agreements occurring prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers that are asserted by Xxxxxx X. Xxxxxxxx or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6Xxxx Xxxxxx.

Excluded Liabilities. The Except for the Assumed Liabilities, the Purchaser will not acquire any interest in, or obligations in respect of, any Liabilities shall not include, and the Buyer shall not assume or be liable for any liabilities and obligations of the Sellers or any of their Affiliates not expressly assumed in Section 2.4 Seller (collectively, the "EXCLUDED LIABILITIES"“Excluded Liabilities”), including, without limitation. The Excluded Liabilities include: (ai) Any liability any Liability in respect to Excluded Taxes, (ii) all Liabilities with respect to any indebtedness for borrowed money of the Seller, (iii) all Liabilities arising out of or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; (b) Any liability or obligation relating to the Plans Seller’s employment, engagement, potential employment or engagement or termination of employment or engagement of any Person, (iv) all Liabilities arising out of, relating to or in respect of the Compensation Arrangements Acquired Contracts to the extent such Liabilities (as such A) but for a breach or default by the Seller, would have been paid, performed or otherwise discharged in accordance with their terms are defined in Section 5.17); prior to the Closing, (cB) Other than as required pursuant arise out of a breach or default by the Seller prior to Sections 2.4(a) the Closing or (b)C) otherwise arise from or relate to any act, any liabilities omission, occurrence or obligations period of time prior to current the Closing, (v) all accounts payable or former employees ofaccrued expenses of the Seller except for Purchaser’s Prorated Portion of expenses and costs set forth in the Proration Schedule, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (dvi) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes all Liabilities arising out of any Seller or Shareholder or relating to any period ending Employee Benefit Plan, (vii) all Liabilities arising prior to Closing out of the ownership of the Purchased Assets or operation of the Business, (viii) any Liability of the Seller arising out of or under this Agreement, (ix) any broker fees of the Seller, (x) all Liabilities arising out of or relating to the Excluded Assets; (xi) all Liabilities of Seller arising from or relating to the DRL Purchase Agreement (other than any Liabilities with respect to the Partially Assigned APA that are expressly assumed by Purchaser pursuant to the Assignment and Assumption Agreement Regarding DRL Contracts); and (xii) all Liabilities arising out of or relating to any product liability, breach of warranty or similar claim for injury or other harm to person or property (regardless of whether such claim is first asserted prior to, on or after the Closing Date), which result from the use or misuse of Products sold on or prior to the Closing Date, including liabilities Date or otherwise related to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending Products sold on or prior to the Closing Date, Date (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or including all Legal Proceedings relating to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Groupsuch liabilities); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6.

Excluded Liabilities. The Assumed Liabilities shall not includeNotwithstanding anything to the contrary contained in this Agreement or in any Transaction Document, and regardless of whether such liability is disclosed in this Agreement, in any of the Buyer shall Transaction Documents or on any Schedule or Exhibit hereto or thereto, the New LP will not assume assume, agree to pay, perform and discharge or in any way be liable responsible for any debts, liabilities and or obligations of the Sellers Business, the Selling Parties or any of their respective Affiliates not expressly assumed of any kind or nature whatsoever, arising out of, relating to, resulting from, or caused by any transaction, status, event, condition, occurrence or situation relating to, arising out of or in Section 2.4 (collectivelyconnection with the Business, the "EXCLUDED LIABILITIES"), including, without limitation: (a) Any liability or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; (b) Any liability or obligation relating to the Plans Assets or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) Selling Parties, arising or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending occurring on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or including, without limitation, any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under from the Xxxxxxx Consulting AgreementExcluded Assets (the “Excluded Liabilities”). Notwithstanding the foregoing, Clearview will contribute into New LP, and New LP will assume and thereafter pay and fully satisfy when due, all liabilities and obligations: (a) which arose prior to the New LP Asset Transfer and represent normal and current trade payables incurred by Clearview in connection with the operation of the Business in the ordinary course of business, consistent with past custom and practice, and are specifically set forth on Schedule 1.4(a) (“Accounts Payable”); (hb) Any liability arising the other accrued liabilities of Clearview (including, but not limited to, the personal property or real estate taxes, associated with the Real Property Lease for the Facility for the period from operations January 1, 2006 through the date of Closing), all of which have been incurred in the ordinary course of business, consistent with past custom and practice (including, without limitation, accrued but unpaid paid time off for the Continuing Employees), which do not collectively exceed, together with the aggregate amount of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; Accounts Payable, One Hundred Thousand and No/Dollars (i$100,000) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group“Accrued Liabilities”); and (kc) Any other first arising after the New LP Asset Transfer under any Assumed Contract (except for any liability not expressly or obligation arising from any breach or failure to perform under any of the foregoing prior to the Closing Date) (all such liabilities and obligations to be so contributed into, and assumed pursuant by, the New LP being collectively referred to Section 2.4 notwithstanding herein as the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements“New LP Assumed Liabilities”). Section 2.61.5

Excluded Liabilities. The Assumed Liabilities shall not include, and the Buyer Purchaser shall not assume or be liable for any liabilities and obligations the following Liabilities of the Sellers Company: any Liability arising from, in connection with or incident to (A) the Phantom Stock Plan, the Stock Unit Agreements or the Termination Agreements, (B) any Transactional Expenses paid by or relating to the Company, to the extent not included in the Paid Transactional Expenses, (C) any income Tax Liability of the Company or any former shareholder or the Shareholder of their Affiliates not expressly assumed in Section 2.4 the Company, (collectivelyD) any Tax Liability of or incurred by the Company, the "EXCLUDED LIABILITIES")Shareholder, includingthe Principals, without limitation: (a) Any liability any Related Person or obligation relating to Professional Liability Claims arising from services performed Third Party, or the Assets which has as its basis any event, act, occurrence or omission on or before the Closing Date; Date which is not set forth on the Closing Balance Sheet, (bE) Any liability any Taxes, fees or obligation relating penalties as described in Section 11.10(a) of this Agreement, (F) any Liability arising from, incident to or in connection with an Excluded Asset, (G) any Liability owed to the Plans Shareholder or any Related Person or Affiliate of either the Company, the Shareholder or the Compensation Arrangements Principals, whether or not arising in the Ordinary Course of Business, (H) any breach, defaults, or violations of Applicable Law which has as such terms its basis any event, act, occurrence or omission prior to the Closing Date or non-current amounts owing which are defined in Section 5.17); (c) Other than as required not set forth on the Closing Balance Sheet under or pursuant to Sections 2.4(athe Operating Contracts, the Leased Real Estate leases or any Permit, (I) or (b), any liabilities or obligations to claims by current or former employees ofof the Company that are described in Section 3.20(b), (J) any Proceeding having as its basis any event, act, occurrence or omission prior to the Closing Date and which is not disclosed in Schedule 3.7 of this Agreement, (K) any Liability arising from, in connection with or incident to any Benefit Plan (except for accounts payable and accrued expenses set forth on the Closing Balance Sheet), any breach of fiduciary duty under any Benefit Plan, any prohibited transaction under the Code or ERISA and any COBRA Liability which, in each case, has as its basis an event, act, occurrence or omission prior to the Closing Date, and (L) any claim which arises from, in connection with or incident to any products liability claim not fully covered by (i) an applicable policy of insurance paid or payable to the Purchaser or the Company, or independent contractors with(ii) a reserve or accrual set forth on the Closing Balance Sheet that in any way arises from, any Seller who do not become Transferred Network Physicianswithout limitation, Transferred Consultants products purchased, sold, distributed, brokered or Transferred Employees, as otherwise associated with the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending Company on or prior to the Closing Date, including liabilities related to Date (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group"Excluded Liabilities"); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6.

Excluded Liabilities. The Purchaser expressly does not, and shall not, assume, be deemed to assume, or be obligated to pay, perform or otherwise discharge any Liabilities of the Company other than the Assumed Liabilities which shall be set forth on the Closing Balance Sheet, including any Liability arising from, in connection with or incident to (A) any Liability of the BPS Division, (B) any Transactional Expenses paid by or relating to the Company or the Company Parent, including those set forth in Section 13.10 hereof, (C) any income Tax Liability of the Company or any former shareholder of the Company, (D) any Tax Liability of or incurred by the Company, any Related Person or Third Party, or the Assets which has as its basis any event, act, occurrence or omission on or before the Closing Date unless related to the IM Division and reflected on the Closing Balance Sheet, (E) any Taxes, fees or penalties as described in Section 11.7(a) of this Agreement, (F) any Liability arising from, incident to or in connection with an Excluded Asset, (G) any Liability owed to any Related Person or Affiliate of the Company, whether or not includearising in the Ordinary Course of Business, except for the amounts owed for goods or services to Sopheon GmbH (which amounts shall for all purposes be considered to be incurred in the Ordinary Course of Business) which shall be reflected by the Auditor on the Closing Balance Sheet, (H) any breach, defaults, or violations of Applicable Law which has as its basis any event, act, occurrence or omission prior to the Closing Date or non-current amounts owing under the Operating Contracts, (I) other than salary, wages, vacation, personal time off and the associated employment related Taxes thereto which shall be set forth on the Closing Balance Sheet, claims by current or former employees of the Company which arise prior to the Closing, (J) any Proceeding having as its basis any event, act, occurrence or omission prior to the Closing Date and which is not disclosed in SCHEDULE 3.7 of this Agreement, (K) any Liability for any Benefit Plan contribution, including 401(k) matching contributions, (L) bonus payments due to the Company employees of the IM Division, and (M) final salary and wage payments, and associated withholdings and Tax obligations to and through the Buyer shall not assume or be liable for any liabilities and obligations date of the Sellers or any of their Affiliates not expressly assumed in Section 2.4 Closing (collectively, the "EXCLUDED LIABILITIES"), including, without limitation: (a) Any liability or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; (b) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6.

Excluded Liabilities. The Except for the Assumed Liabilities shall not includeexpressly assumed by Buyers in Section 2.1, and the Buyer Buyers shall not assume or be liable responsible for any liabilities and Liabilities or obligations of the Sellers Seller or any of their Affiliates not expressly assumed in Section 2.4 its Affiliates, regardless of nature, whether accrued, unaccrued, absolute, contingent, known or unknown, disclosed or undisclosed, whether due or to become due, and whether related to the Transferred Assets or otherwise (collectively, the "EXCLUDED LIABILITIES"“Excluded Liabilities”), includingand the Excluded Liabilities shall remain the sole obligation and responsibility of Seller and its Affiliates, without limitation: including any Liabilities or obligations arising out of or related to (ai) Any liability the Excluded Assets, (ii) Taxes related to any of the Transferred Assets for any taxable period or obligation relating to Professional Liability Claims arising from services performed portion thereof ending on or before the Closing Date; (b) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending on or prior to the Closing Date, including liabilities related to (i) income any such Taxes of the Sellers or any of their Affiliates whether arising before or payable after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to any and all Proceedings against Seller or imposed any Affiliate thereof and/or with respect to the transferTransferred Assets, assignment and delivery including the Proceedings described on Schedule 4.11 of the Purchased Property under Section 12.3 hereof Disclosure Memorandum and any Proceedings involving (as a party to such Proceeding or otherwise otherwise) Cookie Jar, Inc., Moonscoop Group or any Affiliates thereof, not including any Proceeding arising or attributable solely to any events or circumstances or actions or inactions (other transactions contemplated by this Agreement and than actions of Seller or its Affiliates) with respect to the Transferred Assets occurring following the Closing Date, (iv) Taxes any Contract between Seller or an Affiliate of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders Seller and Hasbro, Inc. or any of their its Affiliates; , (gv) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (hContract disputes described on Schedule 4.9(c) Any liability arising from operations of the Businesses before Disclosure Memorandum, (vi) unpaid marketing, promotional and/or advertising commitments or obligations, including any promotional stickering, under that certain Master License Agreement by and between Seller and DHJV Company, LLC dated April 28, 2010, as amended, and (vii) contractual commitments for Programming and any other content production liabilities incorporated in the Transferred Assets, including commitments to dub Programming into a language other than English, as the same may exist as of the Closing Date and Liabilities related to dubbing Programming into Brazilian Portuguese, Argentinian Spanish, and Latin American Spanish up to a maximum aggregate amount of $125,000; provided, however, clause (vii) shall not expressly assumed pursuant include commitments that may be set-off by any counterparty to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6Transferred Contract against royalty payments due thereunder.

Excluded Liabilities. The Assumed Liabilities shall not includeEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, and BUYER DOES NOT ASSUME AND SHALL NOT BE LIABLE FOR ANY OF THE DEBTS, OBLIGATIONS OR LIABILITIES OF SELLER, SELLER’S BUSINESS, ANY SHAREHOLDER OR ANY AFFILIATE OF SELLER, WHENEVER ARISING AND OF WHATEVER TYPE OR NATURE. In particular, but without limiting the foregoing, Buyer shall not assume or assume, and shall not be deemed by anything contained in this Agreement (other than to the extent expressly provided in Section 1.3 Assumed Liabilities) to have assumed, and shall not be liable for any debts, obligations or liabilities of Seller, any Affiliate of Seller or Seller’s Business whether known or unknown, contingent, absolute or otherwise and whether or not they would be included or disclosed in financial statements prepared in accordance with GAAP (the “Excluded Liabilities”). Without limitation of the foregoing, the Excluded Liabilities shall include debts, liabilities and obligations of the Sellers or any of their Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES"), including, without limitationobligations: (a) Any liability under any real estate lease or obligation relating any contract or agreement to Professional Liability Claims which Seller is a party or by which Seller or Seller’s Business is bound that has not been listed as an Assigned Contract on Schedule 4.20 hereof or any Personal Property Lease by which Seller or Seller’s Business is bound that has not been listed as an Assigned Personal Property Lease on Schedule 4.8 hereof, except as otherwise provided in Section 6.3; (b) with respect to any Assigned Contract or Assigned Personal Property Lease, arising from services performed the period prior to the Closing Date; (c) arising out of any collective bargaining agreement to which Seller is a party; (d) for any Employee Benefit Plan; (e) for any obligation for Taxes; (f) for any liability for local or state sales, use or transfer tax and taxes that may be imposed upon the sale or assignment of the Acquired Assets pursuant to this Agreement and the Assignment and Assumption and Bxxx of Sale, regardless of when such obligations may become known and due; (g) for any damages or injuries to persons or property or for any tort or strict liability arising from events, actions or inactions in Seller’s Business or the operation of Seller’s Business prior to the Closing Date; (h) arising out of any litigation arising with respect to the period prior to the Closing Date, whether or not threatened or pending on or before the Closing Date; (bi) Any liability incurred by Seller or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17)by Seller’s Business for borrowed money; (cj) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes any warranty claims related to sale by Seller of any Seller or Shareholder or relating to any period ending on or products and services prior to the Closing DateDate (except product warranty claims that lead solely to customer product returns as contemplated in Section 1.3(ii) above), including liabilities related to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion for any accounts payable of any such liability on the June 30, 1997 Combined Balance Sheet Seller or any Management Prepared Financial StatementsAffiliate of Seller. Section 2.6The intent and objective of Buyer and Seller is that, except for liabilities explicitly assumed by Buyer hereunder, including the Unassigned Obligations, Buyer does not assume, and no transferee liability shall attach to Buyer pertaining to, any of the Excluded Liabilities.

Excluded Liabilities. The Assumed Liabilities shall not includeEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, and BUYER DOES NOT ASSUME AND SHALL NOT BE LIABLE FOR ANY OF THE DEBTS, OBLIGATIONS OR LIABILITIES OF SELLER, SELLER'S BUSINESS, ANY STOCKHOLDER OR ANY AFFILIATE OF SELLER, WHENEVER ARISING AND OF WHATEVER TYPE OR NATURE. In particular, but without limiting the foregoing, Buyer shall not assume or assume, and shall not be deemed by anything contained in this Agreement (other than Section 1.5 - Assumed Liabilities) to have assumed and shall not be liable for any debts, obligations or liabilities of Seller or Seller's Business whether known or unknown, contingent, absolute or otherwise (the "Excluded Liabilities). Without limitation of the foregoing, the Excluded Liabilities shall include debts, liabilities and obligations of the Sellers or any of their Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES"), including, without limitationobligations: (a) Any liability under any real estate lease or obligation relating any contract or agreement to Professional Liability Claims which Seller is a party or by which Seller or Seller's Business is bound that has not been listed as an Assigned Contract on Exhibit D hereof or any personal property lease by which Seller or Seller's Business is bound that has not been listed as an Assigned Personal Property Lease on Exhibit n hereof; (b) with respect to any Assigned Contract or Assigned Personal Property Lease, arising from services performed the period prior to the Closing Date; (c) for any employee pension plan or any retirement obligations; (d) for any obligation for taxes; (e) for any liability fur local or slate sales, use or transfer tax and taxes that may be imposed upon the sale or assignment of the Acquired Assets pursuant to this Agreement, regardless of when such obligations may become known and due; (f) for any damages or injuries to persons or property or for any tort or strict liability arising from events, actions or inactions in Seller's Business or the operation of Seller's Business prior to the Closing Date: (g) arising out of any litigation arising with respect to the period prior to the Closing Date, whether or not threatened or pending on or before the Closing Date; (bh) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any incurred by Seller or Shareholder or relating to any period ending on or prior to the Closing Date, including liabilities related to by Seller's Business for borrowed money; and (i) income Taxes for any accounts payable of the Sellers or any Seller. The intent and objective of their Affiliates whether arising before or after the Closing DateBuyer and Seller is that, (ii) Taxes relating except for liabilities explicitly assumed by Buyer hereunder, Buyer does not assume, and no transferee liability shall attach to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing DateBuyer pertaining to, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6Excluded Liabilities.

Excluded Liabilities. The Notwithstanding any provision of this Agreement to the contrary, it is understood and agreed that, except for the Assumed Liabilities Liabilities, neither the Purchaser nor Global shall assume, and shall not includebe responsible to pay, and the Buyer shall not assume any debts, liabilities, obligations, contracts, leases, commitments or be liable for any liabilities and obligations other undertakings of the Sellers Seller, known or any unknown, contingent or otherwise, as each of their Affiliates the foregoing shall exist on the Closing Date or as the foregoing shall exist after the Closing Date by reason of the Seller's acts or omissions prior to, on or after the Closing Date, including, but not expressly assumed in Section 2.4 limited to, liabilities of the following types, all of which shall remain the sole liability and responsibility of the Seller (collectively, the "EXCLUDED LIABILITIESExcluded Liabilities")): (i) liabilities arising out of the relationship between the Seller and its employees, including, without limitation: but not limited to, liabilities pursuant to any employment agreement (a) Any liability oral or obligation relating written), liabilities for payroll, payroll withholding taxes, unfunded pension liabilities, liabilities under health and welfare plans, liabilities in connection with employment discrimination or sexual harassment and employment termination liabilities, and any interest and penalties related to Professional Liability Claims arising from services performed on or before any of the Closing Dateforegoing; (bii) Any liability or obligation relating to the Plans or the Compensation Arrangements Taxes (as such terms are defined in Section 5.173.8 hereof) arising out of the operation of the Business and/or payable by the Seller; (iii) tort liabilities, including, but not limited to, liabilities arising from the sale or use of the Seller's products; (iv) product warranty and return liabilities, except as set forth in Section 1.2(a)(iv); (cv) Other than claims arising out of any Environmental Laws (as required defined in Section 3.19 hereof); (vi) litigation, whether disclosed or undisclosed, including, but not limited to, the litigation set forth on Schedule 3.12 annexed hereto; (vii) any undisclosed liabilities; (viii) liabilities pursuant to Sections 2.4(aany contract, order, payable, commitment, obligation, agreement, lease or undertaking set forth on Schedule 1.1(b) or hereto; (b), any ix) liabilities or obligations to current litigation arising out of any infringement action or former employees ofclaim, or independent contractors withthreatened action or claim, any involving the Intellectual Property, arising prior to the Closing Date or due to acts or omissions of the Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or any liabilities or litigation commenced or threatened against the Seller by a third party involving the Seller's infringement of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed such third party's rights with respect to patents, trademarks, tradenames, copyrights or other intellectual property, in any case, including, but not limited to, the transfer, assignment and delivery of actions or threatened actions set forth on Schedule 3.11 hereto; or (x) liabilities expressly not assumed by the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed Purchaser pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion provisions of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6this Agreement.

Excluded Liabilities. The Assumed Liabilities shall not includeExcept as expressly set forth in this Agreement, and the Buyer shall does not assume or and will not be liable for any of the direct or indirect debts, Claims, Interests, Encumbrances, obligations or liabilities of Seller, any Affiliate of Seller, the Business, or any Member, whenever arising and of whatever type or nature. In particular, but without limiting the foregoing, Buyer will not assume, and will not be deemed by anything contained in this Agreement (other than to the extent expressly provided in Section 1.3 above) to have assumed and will not be liable for any debts, obligations or liabilities of Seller, any Affiliate of Seller or the Business whether known or unknown, contingent, absolute or otherwise and whether or not they would be included or disclosed in financial statements prepared in accordance with GAAP (the “Excluded Liabilities”). Without limitation of the foregoing, the Excluded Liabilities include debts, Claims, Interests, Encumbrances, liabilities and obligations of the Sellers or any of their Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES"), including, without limitationobligations: (a) Any liability under any real estate lease or obligation relating any contract or agreement to Professional Liability Claims which Seller is a party or by which Seller or the Business is bound that is not, as of the Closing Date, listed as an Assigned Contract on Schedule 4.17 or any Personal Property Lease by which Seller or the Business is bound that has not been listed as an Assigned Personal Property Lease on Schedule 4.8; (b) with respect to any Assigned Contract or Assigned Personal Property Lease, arising from the period prior to the Closing Date; (c) arising out of any arrangements, agreements, understandings or commitments (including any collective bargaining agreements) with or on behalf of any employees or independent contractors providing professional medical or nursing services performed to the Business to which Seller is a party or by which Seller is bound from the period prior to the Closing Date; (d) arising out of Seller’s obligation under the CBA or otherwise required under the National Labor Relations Act to engage in effects bargaining with the Union; (e) for, or relating to, any Employee Benefit Plan; (f) for any obligation for Taxes from the period prior to the Closing Date; (g) for any liability for local or state sales, use or transfer tax and taxes that may be imposed upon the sale or assignment of the Acquired Assets pursuant to this Agreement and the Assignment and Assumption and Xxxx of Sale from the period prior to the Closing Date; (h) for any damages or injuries to persons or property or for any malpractice, tort or strict liability arising from events, actions or inactions in the Business or the operation of the Business prior to the Closing Date; (i) arising out of any litigation arising with respect to the period prior to the Closing Date, whether or not threatened or pending on or before the Closing Date; (bj) Any liability incurred by Seller or obligation relating the Business for borrowed money from the period prior to the Plans Closing Date or that otherwise constitute Indebtedness (including the Compensation Arrangements (as such terms are defined in Section 5.17Prepetition Loan Facilities); (ck) Other than as required pursuant for any accounts payable of Seller or any Affiliate of Seller from the period prior to Sections 2.4(athe Closing Date; and (l) for amounts due or (b)that may become due to Medicare, DCM or any liabilities other health care reimbursement or obligations to current or former employees ofpayment intermediary, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employmentother third-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes party payor on account of any Seller or Shareholder or relating payment adjustments attributable to any period ending on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or any other form of their Affiliates whether arising before Medicare or after the Closing Dateother health care reimbursement recapture, (ii) Taxes adjustment or known overpayment whatsoever, or any violation of any Law by Seller relating to the Purchased Property acquired under the terms Medicare, DCM or any other payor program, Case 14-00279 Doc 478 Filed 08/15/14 Entered 08/15/14 16:29:05 Desc Main Document Page 11 of 111 692183/15/PHOENIX including fines and conditions of this Agreement for all periods (or portions thereof) ending on or penalties, with respect to any period prior to the Closing Date. The intent and objective of Buyer and Seller is that, (iii) Taxes attributable except for liabilities explicitly assumed by Buyer hereunder, Buyer does not assume, and no transferee liability will attach to or imposed with respect to the transferBuyer pertaining to, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6Excluded Liabilities.

Excluded Liabilities. The Purchaser expressly does not, and shall not, assume, be deemed to assume, or be obligated to pay, perform or otherwise discharge any Liabilities of the Company other than the Assumed Liabilities which shall be set forth on the Closing Balance Sheet, including any Liability arising from, in connection with or incident to (A) any Liability of the BPS Division, (B) any Transactional Expenses paid by or relating to the Company or the Company Parent, including those set forth in Section 13.10 hereof, (C) any income Tax Liability of the Company or any former shareholder of the Company, (D) any Tax Liability of or incurred by the Company, any Related Person or Third Party, or the Assets which has as its basis any event, act, occurrence or omission on or before the Closing Date unless related to the IM Division and reflected on the Closing Balance Sheet, (E) any Taxes, fees or penalties as described in Section 11.7(a) of this Agreement, (F) any Liability arising from, incident to or in connection with an Excluded Asset, (G) any Liability owed to any Related Person or Affiliate of the Company, whether or not includearising in the Ordinary Course of Business, except for the amounts owed for goods or services to Sopheon GmbH (which amounts shall for all purposes be considered to be incurred in the Ordinary Course of Business) which shall be reflected by the Auditor on the Closing Balance Sheet, (H) any breach, defaults, or violations of Applicable Law which has as its basis any event, act, occurrence or omission prior to the Closing Date or non-current amounts owing under the Operating Contracts, (I) other than salary, wages, vacation, personal time off and the associated employment related Taxes thereto which shall be set forth on the Closing Balance Sheet, claims by current or former employees of the Company which arise prior to the Closing, (J) any Proceeding having as its basis any event, act, occurrence or omission prior to the Closing Date and which is not disclosed in Schedule 3.7 of this Agreement, (K) any Liability for any Benefit Plan contribution, including 401(k) matching contributions, (L) bonus payments due to the Company employees of the IM Division, and (M) final salary and wage payments, and associated withholdings and Tax obligations to and through the Buyer shall not assume or be liable for any liabilities and obligations date of the Sellers or any of their Affiliates not expressly assumed in Section 2.4 Closing (collectively, the "EXCLUDED LIABILITIESExcluded Liabilities"), including, without limitation: (a) Any liability or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; (b) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); . (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6

Excluded Liabilities. The Assumed Liabilities shall not include, It is understood and the agreed that Buyer shall not assume or be liable for (i) any Transaction Expenses that remain unpaid or are incurred by Seller or Holding Company following Closing, (ii) third party costs and expenses incurred by Seller relating to the negotiation or consummation of the Transactions (including the winding-up, liquidation and dissolution or Seller) and the preparation and filing of Seller’s final income tax returns, including without limitation, fees and expenses of counsel, accountants or investment bankers, (iii) any federal, state, county or local taxes of Seller (including any liability under Section 280G or 4999 of the Code), (iv) any liabilities of Seller for federal, state, county or local income taxes on the Purchase Price, (v) any liability or obligation of Seller under the Excluded Contracts, (vi) any liabilities under any Employee Benefit Plan maintained, administered or contributed to by Seller other than liabilities and obligations under the Split Dollar Arrangements, (vii) any liabilities related to accrued vacation or paid time off owing to employees, independent contractors or other persons, including Former Seller Employees, which Seller shall be permitted to payout prior to Closing, (viii) any liability relating to any Wrongful Acts of Seller or Holding Company, (ix) any liabilities related to or arising out of the Sellers Excluded Assets; or (x) any of their Affiliates not expressly assumed in Section 2.4 liabilities related to Securities Claims (collectively, the "EXCLUDED LIABILITIES"“Excluded Liabilities”). Notwithstanding the foregoing, includingthe parties elect the “alternate procedure” pursuant to IRS Revenue Procedure 2004-53, without limitation: 2004-2 C.B. 320, and agree that Buyer shall be considered a “successor employer” for employment Tax purposes and that Buyer shall assume responsibility for filing all employment Tax Returns (aincluding for any activity in “pre-Closing” periods) Any liability or obligation relating to Professional Liability Claims arising from services performed on or before for the year in which the Closing Dateoccurs; (b) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6and

Excluded Liabilities. The Assumed Liabilities shall not includeExcept as specifically provided in Sections 3.1 and 3.2 hereof, and the Buyer shall not assume assume, or be in any way become liable for for, any liabilities and or obligations of Seller or the Sellers Business of any kind or nature (including any of their Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES"), including, without limitation: liabilities or obligations that relate to any (a) Any liability Excluded Assets, (b) trade accounts payable, (c) liabilities or obligation obligations relating to Professional Liability Claims the Bay Point Property and its operation arising under Environmental Law (including under Environmental Permits and including those arising from services performed Hazardous Substances on, at, under or about the Bay Point Property) arising on or before the Closing Date; , and any liability resulting from the off-site transportation, storage, recycling and disposal to or on a third party property of any Hazardous Substance generated at the Bay Point Property on or before the Closing Date, (bd) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations that are owed to current or former employees ofany Affiliate of Seller, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes Seller’s 401(k) Plan, Seller’s Health and Welfare Plans, the Pension Plans and Retiree Medical and Life Plans as described in Article 10 of any the Hollister CBA, (f) employment liabilities and obligations for the Retained Employees, (g) unpaid judgments against Seller or Shareholder unremedied unfair labor practices of Seller, in each case in connection with violations of Employment Related Laws and Obligations by Seller, (h) asserted liability based on Buyer being deemed a successor employer for any purpose under any Employment Related Laws and Obligations, or relating as a successor for liability purposes under any other laws), in each case whether accrued, absolute, contingent or otherwise, or whether due or to any period ending become due, or otherwise, whether known or unknown, arising out of events, transactions or facts which shall have occurred, arisen or existed on or prior to the Closing DateDate (collectively, including the “Excluded Liabilities”), which liabilities related and obligations, if ever in existence, shall continue to (i) income Taxes be liabilities and obligations of the Sellers or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6Seller.

Excluded Liabilities. The Assumed Liabilities shall not includeNotwithstanding the provisions of Section 2.3 or any other provision of this Agreement, any Exhibit hereto, the Seller Disclosure Letter or any Ancillary Agreement to the contrary, and regardless of any disclosure to the Buyer, except for the Assumed Liabilities, the Buyer shall not assume or be liable for obligated to pay, perform or otherwise discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any and all liabilities and or obligations of the Sellers Seller and its Affiliates of any kind, character or any of their Affiliates not expressly assumed in Section 2.4 description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, and currently existing or hereinafter arising (collectively, the "EXCLUDED LIABILITIES"“Excluded Liabilities”), including, without limitationincluding the following: (a) Any (i) all Taxes arising before or after the Closing, to which Seller or any of its Affiliates is subject, directly or indirectly and (ii) Taxes attributable to the Business or the Purchased Assets for any Pre-Closing Tax Period; (b) any liability or obligation relating pursuant to Professional Liability Claims any Environmental Law arising from services performed or related to any action, event, circumstance or condition occurring or existing on or before prior the Closing Date; (bc) Any any liability not expressly assumed by the Buyer pursuant to Section 5.7 arising in respect of or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b)Business Employees, any liabilities or obligations to other current or former employees ofof the Seller or any Employee Plan, including any accrued bonuses for the Transferring Employees for calendar year 2018 to the extent not reflected in the Closing Balance Sheet and any and all liabilities in respect of or independent contractors with, any relating to Business Employees or other employees of the Seller who do that are not become Transferred Network Physicians, Transferred Consultants or Transferred Transferring Employees, as the case may be; (d) Any employment-any liabilities related liabilities for which to the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") Owned Real Property and any other liability for which Leased Real Property, whether arising prior to, on or after the Buyer is indemnified under Section 11Closing Date; (e) Any liabilities with respect to Taxes of any Seller Indebtedness other than as set forth in Section 2.3(b); (f) any liability arising from or Shareholder or relating related to any period ending breach, failure to perform, torts related to the performance of, violations of Law, infringements or indemnities under, guaranties pursuant to and overcharges or underpayments under, any Assumed Contract prior to the Closing Date (or an event that, with notice or lapse of time or both, would become the same) or which arises from facts, circumstances, events, conditions or actions that occurred or existed on or prior to the Closing Date(collectively, including liabilities related to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the “Pre-Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical GroupContract Liabilities”); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.617

Excluded Liabilities. The Assumed Liabilities Anything contained in this Agreement to the contrary notwithstanding, Purchaser is not assuming and from and after the Closing, Seller shall not includepay, and the Buyer shall not assume discharge, perform or be liable for otherwise satisfy, when due (a) any liabilities and or obligations of the Sellers Seller for or any in respect of their Affiliates not expressly assumed Taxes (as defined in Section 2.4 (collectively, the "EXCLUDED LIABILITIES"4.18), including, without limitation: (a) Any liability , any Taxes arising from or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; Operations prior to the Closing, (b) Any liability any liabilities or obligation obligations of Seller for legal, accounting or broker’s or other advisors’ fees incurred in connection with the negotiation of this Agreement or the consummation of the transactions contemplated hereby, (c) any liabilities or obligations of Seller to any current or former director, officer, employee (other than Transferred Employees or other employees of Seller to the extent set forth in Section 1.03(e)), shareholder or affiliate of Seller, or any current or former director, officer or employee of such shareholder or affiliate or any other division or business unit of Seller, (d) any liabilities or obligations arising under or relating to any Plan or Employee Benefit Program, or the termination thereof, (e) any liabilities or obligations relating to the Plans Excluded Assets, (f) any liabilities or obligations of Seller arising under this Agreement or any Additional Agreements, (g) any liabilities or obligations of Seller based upon its acts or omissions occurring after the Compensation Arrangements Closing, (as such terms are defined in Section 5.17); h) any liabilities or obligations of Seller arising under any inter-company arrangements, including, without limitation, any arrangements with Parent (ci) Other than as required pursuant any liabilities or obligations of Seller arising under or relating to Sections 2.4(aany Claims against Seller submitted by Seller, Parent or any affiliate thereof to an insurer under any insurance policy of Seller, Parent or any affiliate thereof, including without limitation, the Claims set forth on Schedule 4.29, (j) any liabilities or obligations of Seller arising under or relating to any of the Actions set forth on Schedule 4.08 and (b)k) any liabilities or obligations of Seller relating to environmental matters, including, without limitation, any liabilities or obligations to current or former employees of, or independent contractors with, arising from any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes violation of any Seller or Shareholder or relating to any period ending on or prior to Environmental Laws (collectively, the Closing Date, including liabilities related to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group“Excluded Liabilities”); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6.

Excluded Liabilities. The Assumed Liabilities shall not includeNotwithstanding anything to the contrary contained in this Agreement or in any Transaction Document, and regardless of whether such liability is disclosed in this Agreement, in any of the Buyer shall Transaction Documents or on any Schedule or Exhibit hereto or thereto, the New LP will not assume assume, agree to pay, perform and discharge or in any way be liable responsible for any debts, liabilities and or obligations of the Sellers Business, the Selling Parties or any of their respective Affiliates not expressly assumed of any kind or nature whatsoever, arising out of, relating to, resulting from, or caused by any transaction, status, event, condition, occurrence or situation relating to, arising out of or in Section 2.4 (collectivelyconnection with the Business, the "EXCLUDED LIABILITIES"), including, without limitation: (a) Any liability or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; (b) Any liability or obligation relating to the Plans Assets or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) Selling Parties, arising or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending occurring on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or including, without limitation, any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under from the Xxxxxxx Consulting AgreementExcluded Assets (the “Excluded Liabilities”). Notwithstanding the foregoing, Clearview will contribute into New LP, and New LP will assume and thereafter pay and fully satisfy when due, all liabilities and obligations: (a) which arose prior to the New LP Asset Transfer and represent normal and current trade payables incurred by Clearview in connection with the operation of the Business in the ordinary course of business, consistent with past custom and practice, and are specifically set forth on Schedule 1.4(a) (“Accounts Payable”); (hb) Any liability arising the other accrued liabilities of Clearview (including, but not limited to, the personal property or real estate taxes, associated with the Real Property Lease for the Facility for the period from operations January 1, 2006 through the date of Closing), all of which have been incurred in the ordinary course of business, consistent with past custom and practice (including, without limitation, accrued but unpaid paid time off for the Continuing Employees), which do not collectively exceed, together with the aggregate amount of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; Accounts Payable, One Hundred Thousand and No/Dollars (i$100,000) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group“Accrued Liabilities”); and (kc) Any other first arising after the New LP Asset Transfer under any Assumed Contract (except for any liability not expressly or obligation arising from any breach or failure to perform under any of the foregoing prior to the Closing Date) (all such liabilities and obligations to be so contributed into, and assumed pursuant by, the New LP being collectively referred to Section 2.4 notwithstanding herein as the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6“New LP Assumed Liabilities”).

Excluded Liabilities. The Assumed Liabilities shall not includeNotwithstanding anything to the contrary set forth in this Agreement, and the parties expressly agree that Buyer shall not assume or be otherwise become liable for any liabilities and obligations Excluded Liabilities. Each of the Sellers Sellers, jointly and severally, shall defend, indemnify and hold harmless Buyer, its Affiliates and successors and assigns (each, an “Indemnified Party”), from and against any and all losses, damages, costs, expenses (including court costs, amounts paid in settlement, judgments, reasonable attorneys’ fees or other expenses for investigating and defending), suits, actions, claims, deficiencies, liabilities or obligations (“Losses”) related to, caused by or arising from any of their Affiliates not expressly assumed the Excluded Liabilities. Any such indemnification shall be subject to the procedures set forth in Section 2.4 (collectively10.13, notwithstanding anything to the "EXCLUDED LIABILITIES")contrary set forth herein. The fact that a particular matter or circumstance does or does not, includingor may or may not, without limitation: (a) Any constitute a breach by the Sellers of their representations and warranties set forth in this Agreement shall not have any relevance to the determination of whether any liability or obligation relating related thereto is, or is not, an Excluded Liability. Furthermore, disclosure of a liability or potential liability to Professional Liability Claims arising from services performed on Buyer in the Disclosure Schedules hereto or before otherwise shall not have any relevance to the Closing Date; (b) Any determination of whether any liability or obligation relating is, or is not, an Excluded Liability. Notwithstanding the foregoing but subject to Section 10.13(c), in the event Buyer determines that it is reasonably necessary to satisfy an Excluded Liability in order to obtain products or services from any supplier to the Plans or Business, Buyer shall have the Compensation Arrangements (as right, after reasonable consultation with Sellers, to satisfy such terms are defined in Excluded Liability without prejudice to its rights under this Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.61.5.

Excluded Liabilities. The Except for the Assumed Liabilities shall not includeLiabilities, and the Buyer Purchaser shall not assume and shall not be responsible to pay, perform, satisfy or be liable for discharge any liabilities and obligations Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever, whether direct or indirect, known or unknown, absolute or contingent, relating to the construction, ownership, operation or maintenance of the Sellers Project, the Project Assets or the Project Site prior to the Closing (collectively, the “Excluded Liabilities”). On and after the Closing, Seller shall, and shall cause each of its Affiliates to, retain, pay, perform, satisfy and discharge all Excluded Liabilities for which it or they are respectively obligated, including the following: all Liabilities arising from any violation of applicable Environmental Law (A) by Seller or any of its Affiliates or (B) any other Person acting on behalf of Seller or any of its Affiliates, in each case, in connection with the construction, ownership, operation or maintenance of the Project or the Project Site prior to the Closing; all Liabilities relating to, resulting from or arising out of any Environmental Condition on, under, or near the Project Site to the extent existing prior to the Closing, including Liabilities related to Remediation, natural resource damages, bodily injury or property damage; all Liabilities relating to, resulting from or arising out of the off-site transportation, disposal, recycling or storage, or arrangement for same, of Hazardous Materials, from the Project or the Project Site prior to the Closing, including Liabilities related to Remediation, natural resource damages, bodily injury or property damage; all Liabilities relating to, resulting from or arising out of: (A) any employee benefit plan, employment agreement or other arrangement of Seller, any Affiliate of Seller or any of their respective ERISA Affiliates providing any type of compensation to any former or current employee of Seller, any Affiliate of Seller or any of their respective ERISA Affiliates, including any obligation or Liability for providing continuation coverage under and complying with Section 4980B of the Code, Sections 601 through 608 of ERISA, and any applicable state Law of similar intent with respect to any individual who either prior to, on or after the Closing Date was covered under any group health plan contributed to or maintained by Seller, any Affiliate of Seller, or any of their respective ERISA Affiliates, or who will otherwise be an “M&A Qualified Beneficiary” (as such phrase is defined in Treasury Regulation Section 54.4980B-9, Q&A-4) in connection with the transactions contemplated by this Agreement; and (B) any current or former employee, independent contractor or consultant of Seller, any Affiliate of Seller or any of their respective ERISA Affiliates; all Liabilities of Seller and any of its Affiliates relating to, resulting from or arising out of the Project Contracts or Project Real Property Agreements relating to the period prior to Closing and not expressly assumed in by Purchaser pursuant to Section 2.4 (collectively2.1.2, the "EXCLUDED LIABILITIES")and all Liabilities relating to, including, without limitation: (a) Any liability resulting from or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; (b) Any liability or obligation out of Contracts relating to the Plans Project, the Project Assets or the Compensation Arrangements Project Site which are not Project Contracts or Project Real Property Agreements; all Liabilities of Seller and any of its Affiliates relating to, resulting from or arising out of the Project Permits (as such terms are defined in Section 5.17); (cother than Purchaser Permits) Other than as required relating to the period prior to Closing and not expressly assumed by Purchaser pursuant to Sections 2.4(a) Section 2.1.2, and all Liabilities relating to, resulting from or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes arising out of any Seller or Shareholder or Permits relating to the Project, the Project Assets or the Project Site which are not Project Permits; all Liabilities arising or accruing on, prior to or after the Closing relating to Construction Costs; all Liabilities to any period ending Person for personal injury, property damage or tort relating to, resulting from or arising out of the siting, design, development, interconnection, construction, start-up, testing, commissioning, ownership, use, operation or maintenance of the Project or the Project Assets on or prior to the Closing DateClosing, including liabilities related to (i) income Taxes of the Sellers whether or any of their Affiliates whether arising before not such claim was made or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending asserted on or prior to the Closing; all Liabilities relating to, resulting from or arising out of litigation and threatened litigation in connection with the Project or the Project Assets (other than in connection with this Agreement) arising or accruing on or prior to the Closing, regardless of when filed; all Pre-Closing Date, (iii) Taxes attributable to or imposed and Seller Income Taxes with respect to the transfer, assignment and delivery transfer of the Purchased Property under Section 12.3 hereof Project Assets pursuant to this Agreement; and all Liabilities in any way relating to, resulting from or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes arising out of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6Excluded Assets.

Excluded Liabilities. The Assumed Liabilities shall not includeExcept as expressly set forth in SECTION 1.1(C), and the Buyer shall not assume or be liable responsible at any time for any liabilities and obligations liability, obligation, debt or commitment of the Sellers Company, whether absolute or any contingent, accrued or unaccrued, asserted or unasserted, or otherwise (the "Excluded Liabilities"). Without limiting the generality of their Affiliates not expressly assumed in Section 2.4 (collectivelythe foregoing, the "EXCLUDED LIABILITIES"Company expressly acknowledges and agrees that the Company shall retain, and that Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, any liability or obligation incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby (including any and legal or other fees and expenses, all sales, income or other taxes arising out of the transactions contemplated hereby; without limiting the generality of the foregoing, Seller shall promptly file a New York bulk sale tax notice and remit any and all sale taxes due in respect of the sale of assets contemplated in this transaction to be paid by Buyer at Closing); for taxes whether measured by income or otherwise, in connection with any Plan or Benefit Program or Agreement (as defined in SECTION 3.7), including, without limitation: (a) Any , any liability of the Company under ERISA, under any foreign, federal, state or obligation local law, rule, regulation, ordinance, program, Permit, or other Legal Requirement relating to Professional Liability Claims arising from health, safety, Hazardous Materials and environmental matters applicable to the Company's business and/or the facilities Used by the Company (whether or not owned by the Company), pertaining to products sold or manufactured or services performed on or before other actions taken or omitted by the Closing Date; (b) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending on or Company prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses default taking place before the Closing Date not expressly assumed pursuant under any of the Assumed Obligations to Section 2.4; (i) Any the extent such default created or increased the liability or obligations under Contracts not included in Purchased Property; (j) Any liability obligation, or obligations relating for Funded Indebtedness or accrued interest, fees or penalties with respect thereto. The Company agrees to Nudel & Xxxxx, M.D., P.A. satisfy and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding discharge the inclusion of any such liability on Excluded Liabilities as the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6same shall become due.

Excluded Liabilities. The Assumed Liabilities Purchaser shall not includeassume, be obligated to pay, perform or otherwise discharge or in any other manner be liable or responsible for, and Sellers shall retain, any Liabilities other than the Buyer shall not assume or be liable for any liabilities and obligations of the Sellers or any of their Affiliates not expressly assumed in Section 2.4 (collectivelyAssumed Liabilities, the "EXCLUDED LIABILITIES"), including, without limitation: including (a) Any liability or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; (b) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes Liabilities of any Seller or Shareholder any Non-Debtor of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise, liquidated or unliquidated, due or to become due, known or unknown, currently existing or hereafter arising, matured or unmatured, direct or indirect, and however arising, whether existing on the Closing Date or arising thereafter relating to or arising out of (1) any period ending Seller Plan, whenever such Liabilities arise; (2) any Transferred Employees that arose on or prior to the Closing Date, including liabilities related to (i) income Taxes or, in the case of the Sellers or any of their Affiliates whether arising before or after the Closing DateInactive Employees who subsequently become Transferred Employees, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending that arose on or prior to the date that employee begins employment with Purchaser; and (3) any current or former employee or service provider of Sellers or the Non-Debtors who are not Transferred Employees, whenever such Liabilities arise; (b) all Cure Costs other than the Assumed Cure Costs (the “Excluded Cure Costs”); (c) all fees, costs and expenses (including fees, costs and expenses of Advisors) incurred in connection with the negotiation of this Agreement and the other Transaction Agreements, the performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions; (d) all fees, costs and expenses (including fees, costs and expenses of Advisors) incurred in connection with the bankruptcy proceedings and the wind up and dissolution of Sellers or the Non-Debtors; and (e) any other Action against any Seller or Non-Debtor or Liabilities of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise, liquidated or unliquidated, due or to become due, known or unknown, currently existing or hereafter arising, matured or unmatured, direct or indirect, and however arising, whether existing on the Closing DateDate or arising thereafter as a result of any act, (iii) Taxes attributable omission, condition or circumstances taking place prior to the Closing, or imposed arising with respect to the transferany real property formerly owned, assignment and delivery of the Purchased Property under Section 12.3 hereof operated or otherwise or to leased by any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders Seller or any of their Affiliates; Non-Debtor (g) Any liabilities or obligations relating all Liabilities that are not Assumed Liabilities being referred to or arising under collectively herein as the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group“Excluded Liabilities”); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6.

Excluded Liabilities. The Except for the Assumed Liabilities shall not includeLiabilities, and the Buyer Purchaser shall not assume and shall not be responsible to pay, perform, satisfy or be liable for discharge any liabilities and obligations Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever, whether direct or indirect, known or unknown, absolute or contingent, relating to the construction, ownership, operation or maintenance of the Sellers Project, the Project Assets or the Project Site prior to the Closing (collectively, the “Excluded Liabilities”). On and after the Closing, Seller shall, and shall cause each of its Affiliates to, retain, pay, perform, satisfy and discharge all Excluded Liabilities for which it or they are respectively obligated, including the following: all Liabilities arising from any violation of applicable Environmental Law (A) by Seller or any of its Affiliates or (B) any other Person acting on behalf of Seller or any of its Affiliates, in each case, in connection with the construction, ownership, operation or maintenance of the Project or the Project Site prior to the Closing; all Liabilities relating to, resulting from or arising out of any Environmental Condition on, under, or near the Project Site to the extent existing prior to the Closing, including Liabilities related to Remediation, natural resource damages, bodily injury or property damage; all Liabilities relating to, resulting from or arising out of the off-site transportation, disposal, recycling or storage, or arrangement for same, of Hazardous Materials, from the Project or the Project Site prior to the Closing, including Liabilities related to Remediation, natural resource damages, bodily injury or property damage; all Liabilities relating to, resulting from or arising out of: (A) any employee benefit plan, employment agreement or other arrangement of Seller, any Affiliate of Seller or any of their respective ERISA Affiliates providing any type of compensation to any former or current employee of Seller, any Affiliate of Seller or any of their respective ERISA Affiliates, including any obligation or Liability for providing continuation coverage under and complying with Section 4980B of the Code, Sections 601 through 608 of ERISA, and any applicable state Law of similar intent with respect to any individual who either prior to, on or after the Closing Date was covered under any group health plan contributed to or maintained by Seller, any Affiliate of Seller, or any of their respective ERISA Affiliates, or who will otherwise be an “M&A Qualified Beneficiary” (as such phrase is defined in Treasury Regulation Section 54.4980B-9, Q&A-4) in connection with the transactions contemplated by this Agreement; and (B) any current or former employee, independent contractor or consultant of Seller, any Affiliate of Seller or any of their respective ERISA Affiliates; all Liabilities of Seller and any of its Affiliates relating to, resulting from or arising out of the Project Contracts or Project Real Property Agreements relating to the period prior to Closing and not expressly assumed in by Purchaser pursuant to Section 2.4 (collectivelyII.1.2, the "EXCLUDED LIABILITIES")and all Liabilities relating to, including, without limitation: (a) Any liability resulting from or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; (b) Any liability or obligation out of Contracts relating to the Plans Project, the Project Assets or the Compensation Arrangements Project Site which are not Project Contracts or Project Real Property Agreements; all Liabilities of Seller and any of its Affiliates relating to, resulting from or arising out of the Project Permits (as such terms are defined in Section 5.17); (cother than Purchaser Permits) Other than as required relating to the period prior to Closing and not expressly assumed by Purchaser pursuant to Sections 2.4(a) Section II.1.2, and all Liabilities relating to, resulting from or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes arising out of any Seller or Shareholder or Permits relating to the Project, the Project Assets or the Project Site which are not Project Permits; all Liabilities arising or accruing on, prior to or after the Closing relating to Construction Costs; all Liabilities to any period ending Person for personal injury, property damage or tort relating to, resulting from or arising out of the siting, design, development, interconnection, construction, start-up, testing, commissioning, ownership, use, operation or maintenance of the Project or the Project Assets on or prior to the Closing DateClosing, including liabilities related to (i) income Taxes of the Sellers whether or any of their Affiliates whether arising before not such claim was made or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending asserted on or prior to the Closing; all Liabilities relating to, resulting from or arising out of litigation and threatened litigation in connection with the Project or the Project Assets (other than in connection with this Agreement) arising or accruing on or prior to the Closing, regardless of when filed; all Pre-Closing Date, (iii) Taxes attributable to or imposed and Seller Income Taxes with respect to the transfer, assignment and delivery transfer of the Purchased Property under Section 12.3 hereof Project Assets pursuant to this Agreement; and all Liabilities in any way relating to, resulting from or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes arising out of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6Excluded Assets.

Excluded Liabilities. The Assumed Liabilities shall not includeNotwithstanding anything to the contrary contained in this Agreement or in any Transaction Document, and regardless of whether such liability is disclosed in this Agreement, in any of the Buyer shall Transaction Documents or on any Schedule or Exhibit hereto or thereto, the New LP will not assume assume, agree to pay, perform and discharge or in any way be liable responsible for any debts, liabilities and or obligations of the Sellers Business, Seller, Partners or any of their respective Affiliates not expressly assumed of any kind or nature whatsoever, arising out of, relating to, resulting from, or caused by any transaction, status, event, condition, occurrence or situation relating to, arising out of or in Section 2.4 (collectivelyconnection with the Business, the "EXCLUDED LIABILITIES")Assets, including, without limitation: (a) Any liability or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; (b) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder any Partner existing, arising or relating to any period ending occurring on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or including, without limitation, any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under from the Xxxxxxx Consulting AgreementExcluded Assets (the “Excluded Liabilities”). Notwithstanding the foregoing, Seller will contribute into New LP, and New LP will assume and thereafter pay and fully satisfy when due, all liabilities and obligations: (a) which arose prior to the New LP Asset Transfer and represent normal and current trade payables incurred by Seller in connection with the operation of the Business in the ordinary course of business, consistent with past custom and practice, and are specifically set forth on Schedule 1.4(a) (“Accounts Payable”); (hb) Any liability arising from operations the other accrued liabilities of Seller which have been incurred in the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; ordinary course of business, consistent with past custom and practice and which are specifically set forth on Schedule 1.4(b) (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group“Accrued Liabilities”); and (kc) Any other first arising after the New LP Asset Transfer under any Assumed Contract (except for any liability not expressly or obligation arising from any breach or failure to perform under any of the foregoing prior to the Closing Date) (all such liabilities and obligations to be so contributed into, and assumed pursuant by, the New LP being collectively referred to Section 2.4 notwithstanding herein as the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6“New LP Assumed Liabilities”).

Excluded Liabilities. The Notwithstanding anything in this Agreement to the contrary, except as specifically provided for as Assumed Liabilities in Section 2.3, Seller shall not includeretain, and the Buyer shall not assume assume, or in any way be liable for or bound by, any liabilities and obligations of the Sellers Hampshire Parties or the Business of any kind (known and unknown, matured and unmatured, accrued, recorded or unrecorded, or contingent, regardless of their Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES"whether such rights are currently exercisable), including, without limitation: limitation (ai) Any liability or obligation any amounts due for Taxes relating to Professional Liability Claims arising from services performed any taxable period ending, or incurred in connection with any transaction taking place, on or before the Closing Date; (b) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b)Date and, any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any taxable period ending on or beginning prior to the Closing Date and ending after the Closing Date, including liabilities related the portion thereof prior to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes any indebtedness for borrowed money, (iii) any obligations for accounts payable or expenses of the Business or the Hampshire Parties (iv) any obligations under any of the arrangements or benefit plans or any retirement, severance or deferred compensation arrangement of the Hampshire Parties for the benefit of the Employees, (v) any obligation arising out of or in connection with any contractual obligations of the Business or the Hampshire Parties or the termination thereof other than with respect to such contractual obligations included in the Acquired Assets, (vi) any obligation based on any actual or alleged defect in the design, manufacture, quality, conformity to specification or fitness for purpose of any product manufactured, sold or distributed (including, without limitation, the Acquired Inventory) by, or for, a Hampshire Party, or any service provided by the Hampshire Parties relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to Business, before the Closing Date, including, without limitation, all product liability, product warranty liabilities and all liabilities in respect of product recalls or product warnings (iiiincluding, without limitation, product labeling, product disclosure, voluntary recalls and warnings reasonably intended to avoid or mitigate liability), (vii) Taxes attributable to or imposed any contractual obligations (including with respect to any leases) that are not Assumed Contracts, Assumed Purchase Orders or Assumed Purchase Contracts, and (viii) any costs or expenses payable by the transfer, assignment and delivery of Hampshire Parties in connection with the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (ivincluding any transfer fees payable in connection with any Required Consents) Taxes of any other Person for which any of (the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group“Excluded Liabilities”); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6.

Excluded Liabilities. The Assumed Liabilities shall Notwithstanding anything to the contrary contained in this Agreement, the Schedules hereto or any other Closing Document, the Purchaser does not include, and the Buyer shall will not assume or agree to pay, satisfy, discharge or perform, and shall not be liable for any liabilities and obligations deemed by virtue of the Sellers execution and delivery of this Agreement or any other Closing Document, or as a result of their Affiliates not expressly assumed in Section 2.4 (collectivelythe consummation of the transactions contemplated by this Agreement, the "EXCLUDED LIABILITIES"Closing or otherwise to have assumed, or to have agreed to pay, satisfy, discharge or perform any of the Excluded Liabilities. The term “Excluded Liabilities,” as used herein, shall mean any and all liabilities, debts, claims, obligations, taxes, expenses or damages, whether known or unknown, contingent or absolute, named or unnamed, disputed or undisputed, legal or equitable, determined or indeterminable, or liquidated or unliquidated (any and all of the foregoing, “Liabilities”) that are not specifically Assumed Liabilities, including without limitation (i) any and all Excluded Employee Liabilities; (ii) any and all Excluded Taxes; (iii) any and all Liabilities of the Seller in respect of Excluded Contracts; (iv) other than the Payables, any and all Liabilities that may arise or have arisen in connection with either (A) products manufactured or sold by the Seller prior to the Closing, including warranty obligations and recalls or replacements requested or required by any competent Governmental Entity or otherwise deemed appropriate by mutual agreement of the Seller and the Purchaser or (B) Inventory manufactured prior to the Closing but sold after the Closing; (v) the excluded payables set forth on Schedule 3.2 (the “Excluded Payables”); (vi) any Transaction Expenses and Liabilities of the Seller in respect of indebtedness (whether absolute, accrued, contingent, fixed or otherwise, whether due or to become due) of the Seller of any kind; (vii) any Liabilities arising from the termination of Contracts identified on Schedule 4.1(E)(5); (viii) any and all Liabilities related to the equity interests of Seller, or warrants, options or other similar rights to purchase equity interests of Seller; (ix) any and all Liabilities arising from or related to the ownership or operation of the Assets before the Closing (including, without limitation: (a) Any liability or obligation , relating to Professional Liability Claims any infringement or misappropriation of the Intellectual Property Rights of any Person, death, harm or injury to an individual, or violation of any Legal Requirement, in each case, to the extent arising from services performed on or related to the ownership or operation of the Assets before the Closing DateClosing); (bx) Any liability or obligation relating any future litigation that arises from grievances between Seller and any third party; (xi) any and all Liabilities related to the Plans or the Compensation Arrangements BEACH Trial (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group5.15); and (kxii) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding any and all Liabilities of the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6Subsidiary.

Excluded Liabilities. The Assumed Liabilities shall not includeNotwithstandinx xxxxxxxx xx the contrary contained in this Agreement or in any Transaction Document, and regardless of whether such liability is disclosed in this Agreement, in any of the Buyer shall Transaction Documents or on any Schedule or Exhibit hereto or thereto, the New LLC will not assume assume, agree to pay, perform and discharge or in any way be liable responsible for any debts, liabilities and or obligations of the Sellers Business, Seller, Shareholders or any of their respective Affiliates not expressly assumed of any kind or nature whatsoever, arising out of, relating to, resulting from, or caused by any transaction, status, event, condition, occurrence or situation relating to, arising out of or in Section 2.4 (collectivelyconnection with the Business, the "EXCLUDED LIABILITIES")Assets, including, without limitation: (a) Any liability or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; (b) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or any Shareholder existing, arising or relating to any period ending occurring on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or including, without limitation, any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under from the Xxxxxxx Consulting AgreementExcluded Assets (the "Excluded Liabilities"). Notwithstanding the foregoing, Seller will contribute into New LLC, and New LLC will assume and thereafter pay and fully satisfy when due, all liabilities and obligations: (a) which arose prior to the New LLC Asset Transfer and represent normal and current trade payables incurred by Seller in connection with the operation of the Business in the ordinary course of business, consistent with past custom and practice, and are specifically set forth on Schedule 1.4(a) ("Accounts Payable"); (hb) Any liability arising from operations the other accrued liabilities of Seller which have been incurred in the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; ordinary course of business, consistent with past custom and practice and which are specifically set forth on Schedule 1.4(b) (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group"Accrued Liabilities"); and (kc) Any other first arising after the New LLC Asset Transfer under any Assumed Contract (except for any liability not expressly or obligation arising from any breach or failure to perform under any of the foregoing prior to the Closing Date) (all such liabilities and obligations to be so contributed into, and assumed pursuant by, the New LLC being collectively referred to Section 2.4 notwithstanding herein as the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6"New LLC Assumed Liabilities").

Excluded Liabilities. The Assumed Liabilities shall not includeNotwithstanding anything to the contrary contained in this Agreement or in any Transaction Document, and regardless of whether such liability is disclosed in this Agreement or any other place, in any of the Transaction Documents or on any Schedule or Exhibit hereto or thereto, Buyer shall does not and will not assume any liability or be liable obligation of any kind (except for any liabilities and obligations Assumed Liabilities) of the Sellers Seller or any Affiliate or any Employee Benefit Plan or any obligation relating to the Business, use of their the Purchased Assets, or the performance by Seller or its Affiliates not expressly assumed in Section 2.4 under any contract or agreement, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, known or unknown or otherwise (collectively, the "EXCLUDED LIABILITIES"). The parties intend that Seller shall retain, includingassume, without limitation: agree to pay, perform and discharge and in every way be responsible for all Excluded Liabilities, including all debts, liabilities and obligations of Seller and all Affiliates of the foregoing of any kind or nature whatsoever (a) Any liability or obligation relating to Professional Liability Claims arising from services performed on or before and specifically including all liabilities under the Closing Date; (b) Any liability or obligation relating to Assumed Contracts that are not expressly assumed by Buyer within the Plans or the Compensation Arrangements (as such terms are Assumed Liabilities defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (bthe preceding SECTION 1.3), any liabilities or obligations to current or former employees arising out of, relating to, resulting from, or independent contractors withcaused by any transaction, any Seller who do not become Transferred Network Physiciansstatus, Transferred Consultants event, condition, occurrence or Transferred Employeessituation relating to, as arising out of or in connection with the case may be; (d) Any employment-related liabilities for which Business, the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller Purchased Assets existing, arising or Shareholder or relating to any period ending occurring on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6.

Excluded Liabilities. The Except for the Assumed Liabilities, it is expressly understood and agreed that notwithstanding anything to the contrary contained herein, neither the Purchasers nor any of their respective Affiliates (including, for the avoidance of doubt, the Parent) will assume or have any liability or obligation whatsoever with respect to any of the Seller’s, the Affiliated Trucking Company’s or any Shareholder’s obligations, liabilities, contracts, debts, claims, costs, expenses, agreements or understandings, of any kind or nature whatsoever at any time existing or asserted, whether or not accrued on each Seller’s financial statements or recorded in their respective books and records, whether fixed, contingent or otherwise, whether known or unknown, whether arising prior to, on or after the Closing Date and whether or not relating to the operation of the Business or the Sellers’ or the Affiliated Trucking Companies; ownership or use of the Purchased Assets prior to the Closing Date (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not includebe limited to, and the Buyer Sellers or the Affiliated Trucking Companies shall not retain, and neither the Purchasers nor any of their respective Affiliates shall assume or be liable for, the following liabilities and obligations: (i) Any liability or obligation for any liabilities and obligations all Taxes of the Sellers, Shareholders or the Business (except Taxes prorated in accordance with Section 2.4), including, without limitation, (A) Taxes arising as a result of the Sellers’ operation of the Business or use or ownership of the Purchased Assets prior to the Closing Date, (B) Taxes that will arise as a result of the sale of the Purchased Assets pursuant to this Agreement, and (C) any deferred Taxes of any nature arising as a result of the Sellers’ operation of the Business. (ii) Any liability or obligation of the Shareholders, the Sellers, any Affiliated Trucking Company or any of their respective Affiliates under any note, bond or other debt instrument, or any guarantee of the indebtedness of any Person; (iii) Any defects in products sold by the Sellers prior to the Closing or any liability or obligation of the Sellers or any of their respective Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES"), including, without limitation: (a) Any liability or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; (b) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller express or Shareholder implied representation, warranty, agreement or relating guaranty made (or claimed to any period ending on or prior to the Closing Date, including liabilities related to (ihave been made) income Taxes of by the Sellers or any of their respective Affiliates whether arising before or after imposed or asserted to be imposed by operation of law as regards any products sold by the Closing Date, (ii) Taxes relating to Business or the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or Sellers prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6Closing;

Excluded Liabilities. The Assumed Liabilities shall not includeEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, and THE BUYER DOES NOT ASSUME AND SHALL NOT BE LIABLE FOR ANY OF THE DEBTS, OBLIGATIONS OR LIABILITIES OF THE SELLER, THE BUSINESS OR ANY AFFILIATE OF THE SELLER, WHENEVER ARISING AND OF WHATEVER TYPE OR NATURE. In particular, but without limiting the foregoing, the Buyer shall not assume or assume, and shall not be deemed by anything contained in this Agreement (other than to the extent expressly provided in Section 2.2 “Assumed Liabilities”) to have assumed and shall not be liable for any liabilities and obligations Indebtedness or Liabilities of the Sellers Seller, any Affiliate of the Seller or any the Business whether known or unknown, contingent, absolute or otherwise and whether or not they would be included or disclosed in financial statements prepared in accordance with GAAP (the “Excluded Liabilities”). Without limitation of their Affiliates not the foregoing, the Excluded Liabilities shall include (other than to the extent expressly assumed provided in Section 2.4 (collectively, the "EXCLUDED LIABILITIES"), including, without limitation2.2 “Assumed Liabilities”) Indebtedness and Liabilities: (a) Any liability under any real estate lease or obligation relating any contract or agreement to Professional Liability Claims which the Seller is a party or by which the Seller or the Business is bound that has not been listed as an Assigned Contract on Disclosure Schedule 4.17; (b) with respect to any Assigned Contract or Assigned Personal Property Lease, arising from services performed the period prior to the Closing Date; (c) arising out of any collective bargaining agreement to which the Seller is a party; (d) for any Employee Benefit Plan and any employment related matters in respect of periods prior to the Closing Date; (e) for any obligation for Taxes arising from the period prior to the Closing Date; (f) for any Liability for local or state Transfer Tax and other taxes that may be imposed upon the sale or assignment of the Assets pursuant to this Agreement and the Xxxx of Sale, regardless of when such obligations may become known and due; (g) for any damages or injuries to persons or property or for any tort or strict liability arising from events, actions or inactions in the Business or the operation of the Business prior to the Closing Date; (h) arising out of any litigation against the Seller arising with respect to the period prior to the Closing Date, whether or not threatened or pending on or before the Closing Date; (bi) Any liability or obligation relating to any capital leases of the Plans Seller; (j) any Indebtedness of the Seller or the Compensation Arrangements Business to any bank, institutional lender or other party charging interest or Indebtedness of the Seller to any of its shareholders, partners, members or owners (as such terms are defined in Section 5.17including any Indebtedness from any shareholder, partner, member or owner of the Seller); (c) Other than as required pursuant to Sections 2.4(a) or (b)k) for amounts due or that may become due to Medicare, Medicaid or any liabilities other health care reimbursement or obligations to current payment intermediary or former employees ofcontractor, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes third party payor on account of any Seller form of payment adjustment, audit, assessment, recovery or Shareholder or relating to any recoupment whatsoever, including fines and penalties, arising from the period ending on or prior to the Closing Date, including liabilities related to (i) income Taxes . The intent and objective of the Sellers or any of their Affiliates whether arising before or after Buyer and the Closing DateSeller is that, (ii) Taxes relating except for the Assumed Liabilities explicitly assumed by the Buyer hereunder, the Buyer does not assume, and no transferee liability shall attach to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing DateBuyer pertaining to, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6Excluded Liabilities.

Excluded Liabilities. The Assumed Liabilities shall not include, and the Buyer Purchaser shall not assume or be liable for any liabilities and obligations the following Liabilities of the Sellers Company: any Liability arising from, in connection with or incident to (A) trade accounts payable incurred by the Company prior to or on the Closing Date, including but not limited to the Excluded Trade Payables, (B) any of their Affiliates not expressly assumed in Section 2.4 amount owed by the Business at Closing to any Affiliate or Related Person, other than obligations under the Leased Real Estate lease, (collectively, the "EXCLUDED LIABILITIES"), including, without limitation: (aC) Any liability any Transactional Expenses paid by or obligation relating to Professional the Company, (D) any Tax Liability Claims arising from services performed of or incurred by or in respect of the Company, any Related Person or Third Party, or the Assets which has as its basis any event, act, occurrence or omission on or before the Closing Date; , (bE) Any liability any Taxes, fees or obligation relating to the Plans or the Compensation Arrangements (penalties as such terms are defined described in Section 5.17); 6.1 of this Agreement, (cF) Other than as required pursuant any Liability arising from, incident to Sections 2.4(aor in connection with an Excluded Asset, (G) or (b)any breach, any liabilities or obligations to current or former employees ofdefaults, or independent contractors withviolations of Contracts or Applicable Law which has as its or their basis any event, any Seller who do not become Transferred Network Physiciansact, Transferred Consultants occurrence or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending on or omission prior to the Closing Date, including liabilities related to (iH) income Taxes claims by current or former employees of the Sellers Company employed in the Business which have as their basis any event, act, occurrence or omission of or by the Company, (I) any of their Affiliates whether arising before Proceeding having as its basis any event, act, occurrence or after omission occurring prior to the Closing Date, (iiJ) Taxes relating any Liability arising from, in connection with or incident to any Benefit Plan, any breach of fiduciary duty under any Benefit Plan, any prohibited transaction under the Code or ERISA and any COBRA Liability which, in each case, has as its basis an event, act, occurrence or omission prior to the Purchased Property acquired under Closing Date, (K) any claim which arises from, in connection with or incident to any products liability claim that in any way arises from, without limitation, products sold, or distributed by the terms and conditions of this Agreement for all periods (or portions thereof) ending Business on or prior to the Closing Date, (iiiL) Taxes attributable to or imposed obligations associated with respect to the transfer, assignment and delivery employees of the Purchased Property under Section 12.3 hereof or otherwise or Company who are employed by the Business, including vacation and personal time off and sales commissions accrued to any other transactions contemplated by this Agreement and through the date of Closing, and (ivM) Taxes of any other Person for which any Liability that does not directly arise from the ownership of the Sellers may be liable by contract Assets or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations operation of the Businesses before Business and is not an Assumed Liability (the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group“Excluded Liabilities”); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6.

Excluded Liabilities. The Anything herein to the contrary notwithstanding, other than the Assumed Liabilities shall Liabilities, Buyer does not includeassume any of the liabilities or obligations of Seller, and the all of which are retained by Seller. Buyer shall not assume or be liable for obligated to pay, perform or otherwise discharge any liabilities and obligations obligation or liability of Seller, including without limitation any relating to the Sellers Business, direct or any of their Affiliates indirect, known or unknown, absolute or contingent, not expressly assumed in Section 2.4 by Buyer pursuant to this Agreement or the Assignment and Assumption Agreement (collectivelyall such obligations and liabilities not being assumed, the "EXCLUDED LIABILITIES"“Excluded Liabilities”). Such Excluded Liabilities specifically include, includingbut are not limited to, without limitationthe following liabilities or obligations of Seller: (ai) Any any liability or obligation for any and all federal state and local Taxes relating to Professional Liability Claims arising from services performed on or before periods prior to the Closing Date; (b) Any liability or obligation relating for purposes of this Agreement “Taxes” include all amounts owed to the Plans federal government, or the Compensation Arrangements (as such terms are defined in Section 5.17)any state or local government; (cii) Other than as required pursuant to Sections 2.4(a) any liability under any currently pending or (b), past litigation or administrative proceedings of any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may bekind; (diii) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which personal injury or property damage that relates to the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending Business and occurred on or prior to the Closing Date; (iv) any liability under products liability, including liabilities related strict liability, or express or implied warranty claims relating to products manufactured or sold by Seller; (iv) income Taxes any trade payable, debt to, or loan or line of credit from, any party, other than the Assumed Liabilities or in excess of the Sellers amount shown on Schedule 2.1(b); (vi) any accrued and unpaid salaries or wages, independent contractor fees, vacation pay, sick pay, and/or paid time off of any employee, officer, member, and/or manager of Seller, and/or any employee benefit plan accruals of any kind; (vii) any of their Affiliates whether arising before Seller’s possible claims, demands, losses, fees, licenses, fines, penalties, Taxes, interest and other liabilities owed to any federal, state or after local governments; (viii) any risk of loss to any of the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending Assets on or prior to the Closing DateDate or obligation undertaken by or reserved to Seller in this Agreement; (ix) any claims by owners or former owners against Seller for unreturned capital contributions or loans, except as and only to the extent expressly payable by Buyer pursuant to this Agreement; (x) any liabilities of Seller Parties hereunder, (iiixi) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or any liabilities related to any other transactions contemplated violation of law or any action by this Agreement any governmental authority, and (ivxii) Taxes all unknown liabilities of any other Person for which any Seller and all liabilities of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations Seller relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations out of any of the Businesses before the Closing Date Excluded Assets or contracts not expressly assumed pursuant assigned to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6Buyer hereunder.

Excluded Liabilities. The Assumed Liabilities shall Notwithstanding anything to the contrary contained in this Agreement, the Schedules hereto or any other Closing Document, the Purchaser does not include, and the Buyer shall will not assume or agree to pay, satisfy, discharge or perform, and shall not be liable for any liabilities and obligations deemed by virtue of the Sellers execution and delivery of this Agreement or any other Closing Document, or as a result of their Affiliates not expressly assumed in Section 2.4 (collectivelythe consummation of the transactions contemplated by this Agreement, the "EXCLUDED LIABILITIES")Closing or otherwise to have assumed, or to have agreed to pay, satisfy, discharge or perform any of the Excluded Liabilities. The term “Excluded Liabilities,” as used herein, shall mean any and all liabilities, debts, claims, obligations, taxes, expenses or damages, whether known or unknown, contingent or absolute, named or unnamed, disputed or undisputed, legal or equitable, determined or indeterminable, or liquidated or unliquidated (any and all of the foregoing, “Liabilities”) that are not specifically Assumed Liabilities, including without limitation (i) any and all Liabilities relating to employee benefits or compensation arrangements existing as of the end of the day on the Closing, including, without limitation: (a) Any liability , any Liabilities under the Seller’s employee benefit agreements, plans or obligation relating to Professional Liability Claims arising from services performed on other arrangements or before the Closing Dateany payroll, bonus, severance or wages owed; (bii) Any liability any and all Liabilities of the Seller for Taxes; (iii) other than the Payables and warranty obligations or obligation relating obligations under service contracts, in each case to the Plans extent and only to the extent specifically assumed by the Purchaser under Section 3.1, any and all Liabilities that are associated with or may arise or have arisen in connection with Products manufactured, distributed or sold by the Compensation Arrangements (as such terms are defined in Section 5.17)Seller prior to the Closing; (civ) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or warranty obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller Products manufactured, distributed or Shareholder or relating to any period ending on or sold prior to the Closing Datebut only to the extent that Bridgemedica, including liabilities related to (i) income Taxes LLC or another supplier of the Sellers Products does not directly pay for or any bear the costs associated with the fulfillment of their Affiliates whether arising before such warranty obligations or after does not reimburse the Closing Date, Purchaser in full for such costs within 60 days of Purchaser’s request for payment (ii) Taxes relating provided that if Purchaser subsequently is compensated by Bridgemedica for such warranty obligations it shall promptly reimburse Seller to the Purchased Property acquired under extent thereof); (v) any and all Liabilities arising between the terms Seller and conditions any distributors of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwiseProducts; (fvi) Any liabilities the lease (the “Lease”) of the premises at 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Premises”); (vii) any and all brokers fees, commissions or bonuses payable to any Shareholders third party in connection with the entry into this Agreement or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations consummation of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group)transactions contemplated hereby; and (kviii) Any other liability not expressly assumed pursuant any and all Liabilities owing to Section 2.4 notwithstanding any current or former employee(s) of the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet Seller or any Management Prepared Financial Statements. Section 2.6current or former member(s) or manager(s) of the Seller.

Excluded Liabilities. The Except for Assumed Liabilities shall not includeas provided in Section 2.3, and the Buyer Purchaser shall not assume or be obligated to pay, perform or otherwise discharge or be responsible or liable for with respect to, and Seller shall indemnify Purchaser Group in accordance with Section 7.1(a)(iv) with respect to, any liabilities and or obligations of Seller or otherwise relating to the Sellers Business or the Project or any present or former owner or operator thereof, whether or not of, associated with, or arising from, any of their Affiliates not expressly assumed in Section 2.4 the Purchased Assets, and whether fixed, contingent or otherwise, known or unknown (collectively, the "EXCLUDED LIABILITIESExcluded Liabilities"), including, without limitationincluding the following: (a) Any liability or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; (b) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current relating to, based in whole or former employees in part on events or conditions occurring or existing in connection with, or arising out of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, the Business as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending operated on or prior to the Closing Date, including liabilities related to (i) income Taxes or the design, construction, ownership, possession, use, or operation of any of the Sellers Project, including the Purchased Assets, on or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating or sale or other disposition on or prior to the Closing Date of any capacity of or energy from the Project or any of the Purchased Property acquired under the terms and conditions of this Agreement for all periods Assets (or portions thereof) ending any other assets, properties, rights or interests associated, at any time on or prior to the Closing Date, (iii) with the Business); Any liabilities or obligations of Seller to the extent relating to any Excluded Assets or other assets which are not Purchased Assets and the ownership, operation and conduct of any business in connection therewith or therefrom, including any amounts due from Seller under or arising from any Project Contracts other than the Purchased Project Contracts or from any Intercompany Arrangements; Any liabilities or obligations of Seller in respect of costs determined to be the responsibility of Seller under Section 3.4, any Taxes for which Seller is liable under Section 6.6 and Taxes attributable to the ownership, operation or imposed use of any of the Project, including the Purchased Assets on or before the Closing Date (except for Taxes for which Purchaser is liable pursuant to Section 3.4 or Section 6.6 hereof); Any liabilities or obligations arising on or prior to the Closing Date from the breach by Seller of, default by Seller under or waiver or extension given by or to Seller with respect to the transferperformance of any term, assignment and delivery covenant or provision of any of the Purchased Property under Section 12.3 hereof Project Contracts, that would have been, but for such breach, default, waiver or extension, paid, performed or otherwise discharged on or prior to the Closing Date or to any other transactions contemplated by this Agreement and (iv) Taxes the extent the same arise out of any other Person for which such breach, default, waiver or extension; Any liabilities or obligations, including fines, penalties or costs imposed by a Governmental Authority and the costs of any associated defense or response with respect to any of the Sellers may be liable Project, including the Purchased Assets resulting from an investigation, proceeding, request for information or inspection before or by contract a Governmental Authority whether pending or otherwise; commencing on, prior to or after the Closing Date, to the extent based on events or conditions occurring or existing in connection with, or arising out of, or otherwise relating to, the Business or the ownership, possession, use, operation, sale or other disposition on or prior to the Closing Date of any of the Project, including the Purchased Assets (f) or any other assets, properties, rights or interests associated, at any time on or prior to the Closing Date, with the Business), or actions taken or omissions to act made on or prior to the Closing Date. Any liabilities to or obligations of any Shareholders of Seller Group or their respective directors, officers, members, shareholders or agents, arising out of, or relating to, this Agreement, any of the Ancillary Agreements or any of their Affiliatesthe transactions contemplated hereby or thereby, whether incurred prior to, on or after the Closing Date, including, without limitation, any and all finder's or broker's fees and expenses, and any and all fees and expenses of any attorneys, accountants or other professionals; (g) Any liabilities or obligations relating to any current, former or future Project Employee or other Person (whether employed by Seller, if any, or any Independent Contractor or any Predecessor-in-Interest) or to any spouse, children, other dependents or beneficiaries of any such Person or any successor-in-interest to any such Person, with respect to incidents, events, exposures or circumstances occurring at any time before or after Closing, in each case whenever any claims arising under the Xxxxxxx Consulting Agreement; (h) Any liability therefrom or relating thereto mature or are asserted, including all such liabilities and obligations arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) under or related to any Project Employee Plan, (ii) under or arising from any claim by any such Project Employees for compensation, severance benefits, any other benefit claims under any Project Employee Plans or applicable Laws, vacation pay, continuation coverage, expenses or any similar type claims arising from employment prior to the Closing or as a result of the consummation of the Transactions, (iii) under any employment, wage and hour restriction, equal employment opportunity, affirmative action, discrimination, retaliation, tort, plant closing or immigration and naturalization Laws or any Law relating to employee benefits, employment discrimination, leave, accommodation, severance, labor relations, hiring or retention, safety, any employment contracts or agreements, wages and hours of employees or any other terms or conditions of employment or any other employment-related matter or workplace issue, including COBRA, (iv) under any collective bargaining agreement, collective bargaining or labor relations Law, or agreement or arrangement with a labor organization or employee representative, (v) under any agreement concerning or relating to such Project Employees or other Persons performing work or services for the direct or indirect benefit of the Project, or (vi) in connection with any workers' compensation or any other employee health, accident, disability or safety claims; but excluding, however, all such liabilities and obligations arising from the actions of Purchaser Group with respect to Project Employees contacted by Purchaser Group for hiring before Closing or arising after Closing with respect to Project Employees hired by Purchaser; Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability liabilities or obligations relating to Nudel & Xxxxxthe Business or the Project, M.D.including the Purchased Assets (or any other assets, P.A. properties, rights or interests associated, at any time on or prior to the Closing Date, with the Business or any of the Purchased Assets), to the extent based on events or conditions occurring or existing on or prior to the Closing Date and Youngarising out of or relating to (i) any dispute arising out of or in connection with capacity of or energy provided or services rendered from the Project, Xxxxxxxx & Xxxxxx Surgical Associatesincluding claims for refunds, M.D.personal injury or property damage, P.A.(d/b/a South Florida Surgical Group(ii) claims relating to employee health and safety, including claims for injury, sickness, disease or death of any Person, (iii) any lien described in clause (iii) of the definition of Permitted Encumbrances or any unpaid sums for which any such liens shall have arisen, (iv) claims by an Independent Contractor or other Person utilized or retained for services or work related to or in support of the Project, or (v) compliance with any Laws relating to any of the foregoing; Any liabilities or obligations to the extent based on, relating to or arising from events or conditions occurring or existing in connection with, or arising out of, any and all assets, properties, rights and interests which are not being acquired by Purchaser hereunder, including relating to or arising from the Excluded Assets; Any liabilities or obligations incurred by any of Seller Group or any of their respective directors, officers, shareholders, members, agents or Independent Contractors after the Closing Date (but this paragraph shall not limit the liabilities or obligations for which Purchaser provides indemnification under Section 7.2); Any liabilities or obligations under any of the Purchased Project Contracts which would be included in the Purchased Assets but for the provisions of Section 2.5, except to the extent Purchaser is provided with the benefits thereunder as contemplated by such Section; and Any liability representing indebtedness for money borrowed (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of and any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6refinancing thereof).

Excluded Liabilities. The Notwithstanding any other provision of this Agreement or any other writing to the contrary, the Purchaser and its Designated Affiliates are assuming only the Assumed Liabilities shall and are not includeassuming any other Liability of the Seller or any Selling Affiliate of whatever nature, whether presently in existence or arising hereafter. The Liabilities which are being retained by Seller and the Buyer shall Selling Affiliates and are not assume being assumed by the Purchaser or be liable for any liabilities and obligations of its Designated Affiliates include the Sellers or any of their Affiliates not expressly assumed in Section 2.4 following (collectively, the "EXCLUDED LIABILITIES"), including, without limitation: “Excluded Liabilities”): (a) Any liability any Liability for Taxes (i) of the Seller or obligation relating any Selling Affiliate or (ii) attributable to Professional Liability Claims arising from services performed on the Business or before the Purchased Assets, in each case, for any Pre-Closing DatePeriod (other than Taxes that are current Liabilities included in Final Closing Net Working Capital); (b) Any liability all Liabilities to or obligation relating with respect to Employees, former employees of the Plans or the Compensation Arrangements (as such terms are defined in Business, and any Seller Plan, other than those Liabilities expressly assumed pursuant to Section 5.172.3(c) and Section 2.3(d); (c) Other than any Liability arising in connection with Environmental Laws or Hazardous Materials arising out of or relating to: (i) any properties or facilities that as required pursuant of immediately prior to Sections 2.4(athe Phase I Closing were formerly owned, leased or operated by, or in connection with the Business or by any of the Acquired Companies, or by any predecessor or affiliate thereof; (ii) the off-site treatment, transport, storage or disposal of Hazardous Materials on or prior to (A) the Phase I Closing by or on behalf of any of the Asset Selling Affiliates in connection with the Phase I Business or by or on behalf of any of the Acquired Companies or (B) the Phase II Closing by or on behalf of any of the Asset Selling Affiliates in connection with the Phase II Business, and, with respect to either (A) or (bB), any liabilities predecessor or obligations affiliate of the applicable Asset Selling Affiliates or the Acquired Companies; and (iii) the sale, use, handling or manufacture of products containing asbestos on or prior to current (A) the Phase I Closing by or former employees ofon behalf of any of the Asset Selling Affiliates in connection with the Phase I Business or by or on behalf of any of the Acquired Companies and (B) the Phase II Closing by or on behalf of any of the Asset Selling Affiliates in connection with the Phase II Business, or, with respect to either (A) or independent contractors with(B), any Seller who do not become Transferred Network Physicianspredecessor or affiliate of the applicable Asset Selling Affiliates or the Acquired Companies; including, Transferred Consultants or Transferred Employees, as in the case may beof each of the foregoing clauses (i), (ii) and (iii), any Proceeding relating thereto; (d) Any employment-any Liability arising out of or related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and to any other liability for which the Buyer is indemnified under Section 11Excluded Asset; (e) Any liabilities with respect all liabilities, obligations or commitments of the Seller, its Affiliates or the Business under confidentiality agreements to Taxes which the Seller is a party relating to the sale of the Business unless relating to or arising out of the breach of any Seller or Shareholder or relating such agreement (a copy of which has been made available to any period ending on Purchaser at or prior to the applicable Closing) by a Transferred Employee following the applicable Closing Date, including liabilities related to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement Date for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwisesuch Transferred Employee; (f) Any liabilities to any Shareholders Indebtedness of the Seller or any of their its Affiliates; (g) Any liabilities all obligations or obligations relating to Liabilities of the Seller or arising any Asset Selling Affiliate under any Contract between or among the Xxxxxxx Consulting AgreementSeller or any Affiliate thereof and any Asset Selling Affiliate(s); (h) Any liability arising from operations any intercompany accounts or notes payable due to the Seller or its Affiliates as of the Businesses before the applicable Closing Date not expressly assumed pursuant to Section 2.4Date; (i) Any liability or obligations under Contracts not included any liabilities of the Business as conducted in Purchased PropertyMalaysia and Singapore; 19 (j) Any liability or obligations any other Liability set forth in Section 2.4(j) of the Seller Disclosure Schedule (k) Liabilities relating to Nudel & Xxxxx, M.D., P.A. the Business and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Groupthe Purchased Assets in respect of any periods prior to each applicable Closing to the extent deemed to be Excluded Liabilities pursuant to Section 5.9(b); and (kl) Any other unless and until the Phase II Closing shall occur, and without duplication of the foregoing, any and all liability not expressly or obligation of the Seller and the Asset Selling Affiliates primarily relating to the Phase II Business and any and all liabilities and obligations to be assumed pursuant to Section 2.4 notwithstanding solely upon the inclusion consummation of any such liability on the June 30Phase II Closing, 1997 Combined Balance Sheet or any Management Prepared Financial Statementsincluding all liabilities and obligations that become Assumed Liabilities upon the consummation of the Phase II Closing. Section 2.62.5

Excluded Liabilities. The Anything herein to the contrary notwithstanding, other than the Assumed Liabilities shall Liabilities, Buyer does not includeassume any of the liabilities or obligations of Seller, and the all of which are retained by Seller. Buyer shall not assume or be liable for obligated to pay, perform or otherwise discharge any liabilities and obligations obligation or liability of Seller, including without limitation any relating to the Sellers Business, direct or any of their Affiliates indirect, known or unknown, absolute or contingent, not expressly assumed in Section 2.4 by Buyer pursuant to this Agreement or the Assignment and Assumption Agreement (collectivelyall such obligations and liabilities not being assumed, the "EXCLUDED LIABILITIES"“Excluded Liabilities”). Such Excluded Liabilities specifically include, includingbut are not limited to, without limitationthe following liabilities or obligations of Seller: (ai) Any any liability or obligation for any and all federal state and local Taxes relating to Professional Liability Claims arising from services performed on or before periods prior to the Closing Date; (b) Any liability or obligation relating for purposes of this Agreement “Taxes” include all amounts owed to the Plans federal government, or the Compensation Arrangements (as such terms are defined in Section 5.17)any state or local government; (cii) Other than as required pursuant to Sections 2.4(a) any liability under any currently pending or (b), past litigation or administrative proceedings of any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may bekind; (diii) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which personal injury or property damage that relates to the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending Business and occurred on or prior to the Closing Date; (iv) any liability under products liability, including liabilities related strict liability, or express or implied warranty claims relating to products manufactured or sold by Seller; (iv) income Taxes any trade payable, debt to, or loan or line of credit from, any party, other than the Assumed Liabilities or in excess of the Sellers amount shown on Schedule 2.1(b); (vi) any accrued and unpaid salaries or wages, independent contractor fees, vacation pay, sick pay, and/or paid time off of any employee, officer, member, and/or manager of Seller, and/or any employee benefit plan accruals of any kind; (vii) any of their Affiliates whether arising before Seller’s possible claims, demands, losses, fees, licenses, fines, penalties, Taxes, interest and other liabilities owed to any federal, state or after local governments; (viii) any risk of loss to any of the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending Assets on or prior to the Closing DateDate or obligation undertaken by or reserved to Seller in this Agreement; (ix) any claims by owners or former owners against Seller for unreturned capital contributions or loans, except as and only to the extent expressly payable by Buyer pursuant to this Agreement; (x) any liabilities of Seller Parties hereunder, (iiixi) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or any liabilities related to any other transactions contemplated violation of law or any action by this Agreement any governmental authority, and (ivxii) Taxes all unknown liabilities of any other Person for which any Seller and all liabilities of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations Seller relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations out of any of the Businesses before the Closing Date Excluded Assets or contracts not expressly assumed pursuant assigned to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial StatementsBuyer hereunder. Section 2.65 3.

Excluded Liabilities. The Assumed Lincare shall not assume, nor be responsible for, any Excluded Liabilities. All Excluded Liabilities shall not be retained by, and shall be the sole responsibility of, Company and Shareholders. Without limiting the generality of the foregoing or the definition of Excluded Liabilities contained in Section 1.1(e) hereof, the Excluded Liabilities shall include, and the Buyer but shall not assume or be liable for any liabilities and obligations of the Sellers or any of their Affiliates not expressly assumed in Section 2.4 (collectivelylimited to, the "EXCLUDED LIABILITIES"), including, without limitationfollowing: (a) Any liability the obligation to pay all invoices which are dated on or obligation relating before the Closing Date or which relate to Professional Liability Claims arising from goods or services performed ordered, consumed or used on or before the Closing Date, except as provided for in Section 1.1(d)(iii) hereof and for goods ordered by Company in the ordinary course of business prior to the Closing which will not be received until after the Closing and for which Company has not billed or received any payments; (b) Any liability the liabilities and obligations under all contracts, agreements and leases designated as Excluded Assets on Schedules 1, 2 or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17)3 hereof; (c) Other than as required pursuant the obligation to Sections 2.4(a) or (b)satisfy any claims and litigation against the Company which are included in the Excluded Liabilities, including, but not limited to, those claims and litigation listed on any liabilities or obligations to current or former employees ofSchedule hereto, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller claim or Shareholder litigation, whether or relating to any period ending not listed on or a Schedule hereto, that arose prior to the Closing Date; and (d) the obligation, including liabilities related in accordance with the provisions of Section 4.6(b)(iii) hereof, to (i) income Taxes of pay-off in full those certain leases and rental agreements expressly designated on Schedules 1, 2 and 3 hereof as subject to this Section 3.4(d), as well as any obligations pertaining to any lease or rental agreement which the Sellers Company or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating Shareholders failed to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or disclose but existed prior to the Closing DateDate unless expressly accepted by Lincare as provided in Section 1.1(a)(viii), and to deliver to Lincare title to all such leased or rented Assets free and clear of any Encumbrances. (iiiCompany's obligations under this Section 3.4(d) Taxes attributable are referred to herein as the "Contract Asset Purchase Requirements".) The Contract Asset Purchase Requirements shall include, but shall not be limited to, the payment of any purchase options or imposed with respect other similar payments relating to any of such Assets. If Lincare deems it necessary or appropriate to make payment of any Excluded Liability for which Company and/or Shareholders do not assume responsibility pursuant to the transferterms of this Agreement, assignment and delivery of Lincare shall have the Purchased Property under Section 12.3 hereof or otherwise or right to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising deduct such amounts from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or its payment obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6this Agreement.

Excluded Liabilities. The Notwithstanding anything to the contrary set forth herein, the Assumed Liabilities shall not include, and neither Buyer nor its assignees will assume from any Seller, any Liabilities (the “Excluded Liabilities”) relating to, arising out of or resulting from: (a) any Excluded Asset, (b) Indebtedness of ARC or any of its Subsidiaries (including any Acquired Company), excluding Indebtedness incurred by Buyer shall not assume or be liable its Subsidiaries after the Closing and excluding Assumed Indebtedness, but including (x) any Liability for defaults or breaches of material covenants (including any liabilities defaults in respect of payment of principal or interest when due) occurring prior to the Closing in respect of Indebtedness and obligations (y) Indebtedness related to the Aircraft, (c) any Equity Interest in ARC or its Subsidiaries (other than the Acquired Interests), including Liabilities with respect to dividends or other distributions, Liabilities with respect to any stockholders agreement, registration rights agreement, voting trust or other Contract relating to such Equity Interests, Liabilities with respect to any option, warrant, exchangeable security or other right to acquire Equity Interests, Liabilities of ARC or its Subsidiaries under applicable securities or corporate Laws, and Liabilities arising from the decision of the Board of Directors of ARC to approve this Agreement and the transactions contemplated hereby (including any Liability for breach of duty), (d) Excluded Taxes, (e) except as otherwise provided under Section 5.7, (i) any existing Seller Plan, (ii) any former Seller Plan which has been terminated or frozen (iii) ERISA Affiliate Liability, (iv) any collective bargaining agreement, to the extent relating to periods prior to the Closing (regardless of when such Liability accrues or becomes known), (v) the employment or termination of employment of any current or former Company Employee during periods prior to the Closing, (vi) the employment practices of the Sellers or any of their Affiliates not expressly assumed or compliance with or violations of any Labor Laws prior to the Closing, in Section 2.4 (collectively, each case to the "EXCLUDED LIABILITIES"), including, without limitation: (a) Any liability or obligation extent relating to Professional employment discrimination, (vii) the Severance Agreement by and among ARC, ARC Management Services and Xxxxxxxx X. Xxxxxxx dated February 18, 2004, and (viii) the Severance Agreement by and among ARC, ARC Management Services and Xxxxx X. Xxxxxx dated February 18, 2004, (f) Liabilities of the Sellers under this Agreement or any other Transaction Document, (g) any Liability Claims arising from services performed on or before the Closing Date; (b) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is Indemnified Parties are indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect pursuant to Taxes of any Seller or Shareholder or relating to any period ending on or prior Article IX, to the Closing Dateextent so indemnified, including liabilities related to (h) the Retained Business or (i) income Taxes acts or omissions of ARC or its Subsidiaries (excluding the Acquired Companies) after the Effective Time. Prior to the Closing, ARC shall assume, pay, discharge and perform (or, without limiting the obligations of the Sellers or any of their Affiliates whether arising before or after the Closing Dateunder Article IX, (iiARC’s designated Affiliate shall assume, pay, discharge and perform) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery Excluded Liabilities of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such liability on the June 30, 1997 Combined Balance Sheet or any Management Prepared Financial Statements. Section 2.6Acquired Companies.