Common use of Assumption of Certain Liabilities Clause in Contracts

Assumption of Certain Liabilities. Upon the terms and subject to the conditions contained herein, at the Closing, Buyer shall assume those obligations of Seller relating to the Assets set forth on Schedule 2.2, together with responsibility for the expenses and liabilities associated with the ownership and operation of the Business incurred on or after the Closing Date (excluding all indebtedness relating to the Business, the Clinics or the Assets existing on the Closing Date), (collectively, the "Assumed Liabilities"). Except with respect to the foregoing, no expenses and liabilities of any kind whatsoever of the Seller or the Business or relating to the Assets incurred before or existing on the Closing Date shall be assumed by Buyer, and all such expenses and liabilities shall remain the responsibility of Seller. Except as specifically agreed by Buyer pursuant to Section 5.3, Buyer will not assume liability with respect to the employees of Seller, or for any action or inaction relating to any time prior to their date of employment, nor with respect to any claims, liabilities or obligations arising out of any pension, profit sharing or Section 401(k) plan covering such employees or any claims, liabilities or obligations related in any way to Seller. For purposes of this Section (and without limiting the generality of foregoing), any and all malpractice claims arising from events or occurrences prior to the Closing Date shall be deemed to have been incurred before the Closing Date.

Assumption of Certain Liabilities. Upon Subject to the terms and subject to the conditions contained hereinof this Agreement, at the Closing, Buyer shall assume those obligations of Seller relating only to the Assets set forth on Schedule 2.2, together with responsibility for the expenses extent such Liabilities arise and liabilities associated with the ownership and operation of the Business incurred accrue on or after the Closing Date (excluding all indebtedness relating to and are not the Business, the Clinics or the Assets existing on the Closing Date), (collectively, the "Assumed Liabilities"). Except with respect to the foregoing, no expenses and liabilities result of a breach of any kind whatsoever of the Seller representation, warranty or the Business covenant contained in this Agreement or relating to the Assets incurred before or existing on the Closing Date shall be assumed by Buyer, and all such expenses and liabilities shall remain the responsibility of Seller. Except as specifically agreed by Buyer pursuant to Section 5.3, Buyer will not assume liability with respect to the employees of Seller, or for any action or inaction relating to any time prior to their date of employment, nor with respect to any claims, liabilities or obligations arising out of any pension, profit sharing or Section 401(k) plan covering such employees or any claims, liabilities or obligations related in any way to Seller. For purposes of this Section (and without limiting the generality of foregoing), any and all malpractice claims arising from events or occurrences a breach prior to the Closing Date of any Assumed Contract, to the extent not previously performed or discharged, Buyer shall assume and agree to pay, perform and discharge when due only the Liabilities in respect of (i) the Assumed Contracts, and (ii) those accounts payable included in the calculation of the Working Capital (the “Assumed Liabilities”). No assumption by Buyer of any of the Assumed Liabilities shall relieve or be deemed to relieve Seller from any Liability under any Transaction Document with respect to any representations or warranties or covenants made by Seller to Buyer. Except for the Assumed Liabilities, Buyer shall not assume pursuant to this Agreement or the transactions contemplated hereby, and shall have been incurred before no liability for, any Liabilities of Seller or any of its Affiliates, or any of its predecessors in interest, of any kind, character or description whatsoever (“Retained Liabilities”), all of which shall be retained by and continue to be Liabilities of Seller or its Affiliates, as applicable. Retained Liabilities include, but are not limited to, each Liability based in whole or in part on events or conditions occurring or existing in connection with, or arising out of, Seller or the Business as operated prior to the Closing Date, or the manufacture, ownership, possession, use, operation or sale or other disposition prior to the Closing Date of any of the Acquired Assets (or any other assets, properties, rights or interests associated, at any time prior to the Closing Date, with the Business).

Assumption of Certain Liabilities. Upon Subject to the terms and subject conditions hereof, Newco agrees at Closing to assume the conditions contained herein, at following liabilities of the Closing, Buyer shall assume those obligations of Seller relating to the Assets Seller: (a) Accounts payable; (b) Other current liabilities set forth on Schedule 2.2, together with responsibility for the expenses Working Capital Statement and liabilities associated with included within the ownership and operation computation of the Business incurred on or Closing Working Capital; and (c) Obligations arising after Closing under the Contracts, other than the Excluded Contracts (the liabilities referred to in paragraphs (a) through (c) of this Section shall be collectively referred to as the “Assumed Pre-Closing Date (excluding all indebtedness relating to the Business, the Clinics or the Assets existing on the Closing Date), (collectively, the "Assumed Liabilities"”). Except with respect to as set forth above and as set forth in Section 7.2, Newco shall not assume any liabilities, obligations or undertaking of the Seller of any kind or nature whatsoever. Without limiting the generality of the foregoing, no expenses and liabilities Newco specifically disclaims assumption of: (a) any liability relating to or rising out of the CPChem Resin Recall; (b) any kind whatsoever Tax liabilities, penalties, interest or obligations of the Seller or any of its Affiliates (except insofar as Newco may be considered to be responsible for such liabilities, penalties, interest or other obligations prior to the Business sale of the Interest to the Purchaser (as described in Section 2.5 below) by reason of being a disregarded entity and thus part of the Seller for federal and any applicable state tax purposes); (c) any current or long term liability or obligation of the Seller or any of its Affiliates with respect to indebtedness for borrowed money; (d) any Environmental, Health and Safety Liabilities relating to the Assets incurred before Tulsa Real Estate; and (e) any liabilities or existing on obligations, including any accounts payable, of the Closing Date shall be assumed by Buyer, and all such expenses and liabilities shall remain the responsibility of Seller. Except as specifically agreed by Buyer pursuant to Section 5.3, Buyer will not assume liability with respect to the employees of Seller, or for any action or inaction relating Seller owed to any time prior to their date of employment, nor with respect to any claims, liabilities or obligations arising out of any pension, profit sharing or Section 401(k) plan covering such employees or any claims, liabilities or obligations related in any way to Seller. For purposes of this Section (and without limiting the generality of foregoing), any and all malpractice claims arising from events or occurrences prior to the Closing Date shall be deemed to have been incurred before the Closing DateAffiliates.

Assumption of Certain Liabilities. Upon the terms On and subject to the terms and conditions contained hereinof this Agreement, at the Closing, Closing the Buyer shall assume those and agree to pay, discharge or perform when due only the liabilities and obligations of Seller relating set forth below, in each case solely to the Assets set forth on Schedule 2.2, together with responsibility for the expenses and liabilities associated with the ownership and operation of the Business incurred on or extent arising after the Closing Date (excluding all indebtedness relating to the Business, the Clinics or the Assets existing on the Closing Date), (collectively, the "“Assumed Liabilities"). Except with respect to the foregoing, no expenses ”): (i) The obligations and liabilities of any kind whatsoever of the Seller Sellers under or the Business or relating related to the Assets incurred before or existing on the Closing Date shall be assumed by Buyer, and all such expenses and liabilities shall remain the responsibility of Seller. Except as specifically agreed by Buyer pursuant to Section 5.3, Buyer will not assume liability with respect Assigned Contracts that have been validly assigned to the employees of Seller, or for any action or inaction relating to any time prior to their date of employment, nor Buyer (including with respect to any claimspost-Closing breach or default under such Contracts); provided, however, that, notwithstanding anything to the contrary in this Agreement, the Buyer is not assuming any obligations or liabilities of the Sellers for any breach or obligations arising out of default under any pensionContract to the extent occurring at or before the Closing; and (ii) All obligations, profit sharing or Section 401(k) plan covering such employees or any claimsliabilities, liabilities or obligations related in any way to Seller. For purposes of this Section (costs, expenses, and without limiting the generality of foregoing)accounts payable attributable to, any and all malpractice claims arising from events or occurrences prior incurred in connection with the Acquired Assets or the Buyer’s ownership or operation thereof, including, without limitation, with respect to all Assigned Contracts including acceptance of assignment of all such Contracts that a Seller assigns to the Closing Date Buyer; provided, however, that, notwithstanding anything to the contrary in this Agreement, the Buyer is not assuming any obligations or liabilities of the Sellers for any infringement related to any Intellectual Property to the extent occurring at or before the Closing. The Buyer is not assuming and shall not be deemed to have been incurred before assumed any obligations or liabilities of the Closing DateSellers other than the Assumed Liabilities specifically described above. Notwithstanding anything to the contrary in this Agreement, the Buyer shall not assume, and the Sellers shall retain, the Retained Liabilities.

Assumption of Certain Liabilities. Upon On the terms and subject to the conditions contained set forth herein, at on the ClosingTransfer Date, Buyer shall Purchaser will acquire the Assets subject to, and will agree to assume those and discharge all tenant obligations of Seller relating under the Lease Agreements assumed and purchased hereunder and all obligations to layaway customers as evidenced through valid agreements at the time of Transfer located in the stores (the foregoing obligations are collectively referred to herein as “Assumed Liabilities”) with such assignment and assumption evidenced by one or more assignment and assumption agreements executed on the Transfer Dates. Furthermore, Purchaser will reimburse Seller for hard construction costs (labor, material and equipment) incurred prior to the Assets First Closing in connection with the facility being constructed at ▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ up to a maximum of $850,000.00 (the “Grand Prairie Reimbursement”). The Grand Prairie Reimbursement shall be satisfied at the First Closing. Except as expressly set forth on Schedule 2.2in this Section 3, together with responsibility for the expenses it is specifically agreed and liabilities associated understood that Purchaser does not and shall not assume any accounts payable of Seller, nor any other obligation, liability, tax or duty of Seller arising out of or in any way connected with the ownership Business prior to the Transfer Date, and operation Seller agrees to take such action after the Closing and Transfer Date as set forth herein, as may be required to defend the title of Purchaser and confirm the sale of the Business incurred on or after the Closing Date (excluding all indebtedness relating to the Business, the Clinics or and the Assets existing on the Closing Date), (collectively, the "Assumed Liabilities"). Except with respect to the foregoing, no expenses and liabilities of any kind whatsoever of the Seller or the Business or relating to the Assets incurred before or existing on the Closing Date shall be assumed by Buyer, and all such expenses and liabilities shall remain the responsibility of Seller. Except as specifically agreed by Buyer pursuant to Section 5.3, Buyer will not assume liability with respect to the employees of Seller, or for any action or inaction relating to any time prior to their date of employment, nor with respect to any claims, liabilities or obligations arising out of any pension, profit sharing or Section 401(k) plan covering such employees or any claims, liabilities or obligations related in any way to Seller. For purposes of this Section (and without limiting the generality of foregoing), any and all malpractice claims arising from events or occurrences prior to the Closing Date shall be deemed to have been incurred before the Closing DatePurchaser sold hereunder.

Assumption of Certain Liabilities. Upon As further consideration for the terms and subject to the conditions contained hereinPurchased Assets, at the Closing, Buyer shall assume those obligations of Seller relating and agree to pay, perform and discharge, when due, the executory liabilities and commitments included in or pertaining to the Assets set forth on Schedule 2.2Purchases Assets, together with responsibility for the expenses and liabilities associated with the ownership and operation of the Business incurred on or after the Closing Date (excluding all indebtedness relating but only to the Business, extent that the Clinics or same were incurred by Seller in the Assets existing on ordinary course of business (the Closing DateAssumed liabilities), and Excluding: (collectivelya) Consequential damages arising out or any breach by Seller, the "Assumed Liabilities"). Except with respect to the foregoingat any time, no expenses and liabilities of any kind whatsoever of the Seller such contract, agreement, lease, license or the Business or relating to the Assets incurred before or existing on the Closing Date shall be assumed by Buyercommitment; and (b) Noncontractual liabilities, and all such expenses and liabilities shall remain the responsibility of Seller. Except as specifically agreed by Buyer pursuant to Section 5.3, Buyer will not assume liability with respect to the employees of Seller, or for any action or inaction relating to any time prior to their date of employment, nor with respect to any claims, liabilities claims or obligations arising out of any pension, profit sharing or Section 401(k) plan covering such employees or any claims, liabilities or obligations related in any way to Seller. For purposes Sellers operation of this Section (and without limiting the generality of foregoing), any and all malpractice claims arising from events or occurrences Plant prior to the Closing Date shall be deemed Date; (c) Any liability of Seller for Federal, State of local income and franchise taxes applicable to have been incurred before operations prior to the Closing Date, and for sales tax , and any penalties, interest, fines or assessments in connection therewith; (d) Any liability for commitments relating to the employment, relocation or termination of any employees of Seller; (e) Any matter required to be disclosed in response to Sellers representations and warranties set forth in Article 2, but not so disclosed; (f) Liabilities or obligations in respect of previous sales of the assets of Seller outside of the ordinary course of business; (g) Obligations or expenses of Seller in connection with the transactions contemplated hereby, including, without limitations, legal and accounting fees and expenses and brokerage finders fees due; and (h) Liabilities imposed upon Seller as a result of litigation pending against Seller as of Closing Date.

Assumption of Certain Liabilities. Upon Subject to the terms and subject to the conditions contained hereinof this Agreement, at the Closing, Buyer shall assume those obligations of Seller relating only to the Assets set forth on Schedule 2.2, together with responsibility for the expenses extent such Liabilities arise and liabilities associated with the ownership and operation of the Business incurred on or accrue after the Closing Date (excluding all indebtedness relating to and are not the Business, the Clinics or the Assets existing on the Closing Date), (collectively, the "Assumed Liabilities"). Except with respect to the foregoing, no expenses and liabilities result of a breach of any kind whatsoever of the Seller representation, warranty or the Business covenant contained in this Agreement or relating to the Assets incurred before or existing on the Closing Date shall be assumed by Buyer, and all such expenses and liabilities shall remain the responsibility of Seller. Except as specifically agreed by Buyer pursuant to Section 5.3, Buyer will not assume liability with respect to the employees of Seller, or for any action or inaction relating to any time prior to their date of employment, nor with respect to any claims, liabilities or obligations arising out of any pension, profit sharing or Section 401(k) plan covering such employees or any claims, liabilities or obligations related in any way to Seller. For purposes of this Section (and without limiting the generality of foregoing), any and all malpractice claims arising from events or occurrences a breach prior to the Closing Date of any Assumed Contract, to the extent not previously performed or discharged, Buyer shall assume and agree to pay, perform and discharge when due only the Liabilities in respect of the Assumed Contracts (the “Assumed Liabilities”). No assumption by Buyer of any of the Assumed Liabilities shall relieve or be deemed to relieve any Seller Party from any Liability under any Transaction Document with respect to any representations or warranties or covenants made by the Seller Parties to Buyer. Except for the Assumed Liabilities, Buyer shall not assume pursuant to this Agreement or the transactions contemplated hereby, and shall have been incurred before no liability for, any Liabilities of Seller or any of its Affiliates, or any of its predecessors in interest, of any kind, character or description whatsoever (“Retained Liabilities”), all of which shall be retained by and continue to be Liabilities of Seller or its Affiliates, as applicable. Retained Liabilities include, but are not limited to, each Liability based in whole or in part on events or conditions occurring or existing in connection with, or arising out of, Seller, Seller’s Affiliates or the Business as operated prior to the Closing Date, or the manufacture, ownership, possession, use, operation or sale or other disposition prior to the Closing Date of any of the Acquired Assets (or any other assets, properties, rights or interests associated, at any time prior to the Closing Date, with the Business).

Assumption of Certain Liabilities. Upon the terms Buyer will not assume any Claims, Liabilities or obligations of Seller, whether Known, unknown, absolute, contingent, accrued or otherwise, and subject whether or not related to the conditions contained hereinPurchased Assets or the Business, at except as expressly provided in this Section 2.4. Buyer hereby assumes and agrees to pay, perform and discharge in accordance with their respective terms, only the Closing, Buyer shall assume those following specified Liabilities and obligations of Seller relating to the Assets set forth on Schedule 2.2, together with responsibility for the expenses and liabilities associated with the ownership and operation of the Business incurred on or after the Closing Date (excluding all indebtedness relating to the Business, the Clinics or the Assets existing on the Closing Date), (collectively, the "Assumed Liabilities"). Except with respect ): (a) All obligations of Seller under the Assumed Contracts to the foregoing, no expenses and liabilities extent such obligations continue or arise after Initial Closing (except that Buyer will not assume any liability or obligation of Seller or any kind whatsoever of Seller's Affiliates relating solely to or arising solely out of the Seller Default under or failure to comply with, at any time on or prior to the Business or Initial Closing Date, any Assumed Contract); and (b) All Liabilities relating to the Assets incurred before or Business existing on the Initial Closing Date set forth on the Financial Statement Date Balance Sheet which is a part of the Financial Statements and as to the period from the Financial Statement Date to the Initial Closing Date, those Liabilities set forth on the Closing Date shall be assumed by BuyerBalance Sheet, and all such expenses and liabilities shall remain the responsibility of Seller. Except as specifically agreed by Buyer pursuant to Section 5.3, Buyer will not assume liability with respect to the employees of Seller, or for any action or inaction other than those Liabilities relating to any time prior to their date of employment, nor with respect to any claims, liabilities or obligations arising out of any pension, profit sharing or Section 401(k) plan covering such employees or any claims, liabilities or obligations related in any way to Seller. For purposes of this Section (and without limiting the generality of foregoing), any and all malpractice claims arising from events or occurrences prior to the Closing Date shall be deemed to have been incurred before the Closing DateExcluded Assets.

Assumption of Certain Liabilities. Upon Subject to the terms and subject to the conditions contained hereinof this Agreement, at the Closing, Buyer Buyers shall assume and perform and pay those liabilities and obligations of Seller relating to the Assets set forth Sellers (i) accruing or arising on Schedule 2.2and after February 1, together with responsibility for the expenses and liabilities associated with the ownership and operation of the Business incurred on or after the Closing Date 1997 (excluding all indebtedness relating to the Business, the Clinics or the Assets existing on the Closing Date), (collectively, the "Assumed Liabilities"). Except A) with respect to the foregoingStores' utilities and merchant association dues and expenses, no expenses (B) under the Stores' leases and liabilities of any kind whatsoever of the Seller or leases for the computerized point-of-sale registers leased from LDI Corporation for the Business or and (C) under service agreements relating to the Assets incurred before Stores and the computerized point-of-sale registers leased from LDI Corporation for the Business which are transferred to Buyers, and (ii) accruing or existing arising prior to or on the Closing Date shall under any obligations of Sellers to customers of the Business under Sellers' Club Program . With the exception of the liabilities and obligations to be assumed by Buyer, and all such expenses and liabilities shall remain the responsibility of Seller. Except as specifically agreed by Buyer Buyers pursuant to Section 5.3the preceding sentence and the other provisions of this Agreement, Buyer will Buyers shall not assume liability with respect to the employees of Seller, or and shall in no event be liable for any action or inaction relating to any time prior to their date of employment, nor with respect to any claimsother debts, liabilities or obligations arising out of any pensionSellers, profit sharing whether fixed or Section 401(k) plan covering such employees contingent, known or any claimsunknown, liabilities liquidated or unliquidated, secured or unsecured, or otherwise and regardless of when they arose or arise. The obligations related in any way of Buyers pursuant to Seller. For purposes of this Section (and without limiting the generality of foregoing), any and all malpractice claims arising from events or occurrences prior to the Closing Date 3 shall be deemed evidenced by an assumption agreement setting forth such obligations, in the form attached hereto as Exhibit "A" (the "Assumption Agreement"). All liabilities and obligations of Sellers not assumed by Buyers pursuant to have been incurred before this Section 3 shall hereinafter be referred to as the Closing Date"Retained Liabilities."

Assumption of Certain Liabilities. Upon Subject to the terms and subject to the conditions contained hereinof this Agreement, at the Closing, Buyer or its designee shall assume those obligations of Seller and agree to perform and discharge only the following Liabilities relating to the Acquired Assets set forth on Schedule 2.2, together with responsibility for the expenses and liabilities associated with the ownership and Seller’s operation of the Business incurred on (collectively, the “Assumed Liabilities”) to the extent not previously performed or discharged, and not others: (a) all Liabilities in respect of the Contractual Obligations that are to be performed after the Closing under the Assumed Contracts and the Management Agreement (including any losses arising after the Closing related thereto), but shall not include any Liabilities (i) attributable to any failure by Seller to comply under the terms of the Assumed Contracts or (ii) arising under the Assumed Contracts prior to the Closing; and (b) (i) all Liabilities to Transferring Employees relating to any period after the Closing Date (excluding all indebtedness relating to the Business, the Clinics or the Assets existing on the Closing Date), (collectively, the "Assumed Liabilities"). Except with respect to the foregoingwages or other employee benefits, no expenses and liabilities of workers’ compensation, severance, retention, termination or other similar payments, as well as any kind whatsoever of the Seller or the Business or relating other employment-related Liabilities related to the Assets incurred before or existing on Transferring Employees for any period after the Closing Date shall be assumed by Buyer, and all such expenses and liabilities shall remain the responsibility of Seller. Except as specifically agreed by Buyer pursuant (ii) any Liabilities to Section 5.3, Buyer will not assume liability with respect to the employees of Seller, or for any action or inaction Transferring Employees relating to any time prior transaction bonus or similar payment awarded by Buyer to their date such Transferring Employee, if any, which are payable as a result of employment, nor the consummation of the Transactions. No assumption by Buyer of any of the Assumed Liabilities shall relieve or be deemed to relieve Seller from any Liability under this Agreement with respect to any claims, liabilities representations or obligations arising out of any pension, profit sharing warranties or Section 401(k) plan covering such employees or any claims, liabilities or obligations related in any way covenants made by Seller to Seller. For purposes of this Section (and without limiting the generality of foregoing), any and all malpractice claims arising from events or occurrences prior to the Closing Date shall be deemed to have been incurred before the Closing DateBuyer.

Assumption of Certain Liabilities. Upon Subject to the terms and subject conditions of this Agreement, the Buyer hereby assumes and the Seller hereby assigns to the conditions contained hereinBuyer the following specified Liabilities of the Seller (the “Assumed Liabilities”), at but no others: 2.3.1 all Liabilities for post-Closing performance under the Contractual Obligations included within the Acquired Assets but excluding (i) any Liabilities arising from or directly or indirectly related to any violation, breach or default of such Contractual Obligations occurring prior to the Closing, Buyer shall assume those obligations (ii) any Liabilities arising from any action or omission of the Seller prior to the Closing or (iii) any Liabilities relating to the Assets set forth on Schedule 2.2, together with responsibility for the expenses and liabilities loss obligations or loss commitments associated with the ownership and operation of Business. 2.3.2 For products in each phase transfer, until each respective Phase Completion Date, Seller agrees to continue to service the Business incurred on or after product line at no cost to Buyer when product is in-warranty and at cost when product is out of warranty. Any additional services that may be needed from the Closing Date (excluding all indebtedness relating seller shall be negotiated under a separate Seller Transition Services Agreement as needed. Notwithstanding any provision in this Agreement to the Businesscontrary, the Clinics or the Assets existing on the Closing Date)Buyer is not assuming, (collectivelyand shall not be deemed to have assumed, the "Assumed Liabilities"). Except with respect to the foregoing, no expenses and liabilities of any kind whatsoever Liability of the Seller of whatever nature other than the Assumed Liabilities specifically described above. No assumption by the Buyer of any of the Assumed Liabilities shall relieve or be deemed to relieve the Business or relating to the Assets incurred before or existing on the Closing Date shall be assumed by Buyer, and all such expenses and liabilities shall remain the responsibility of Seller. Except as specifically agreed by Buyer pursuant to Section 5.3, Buyer will not assume Seller from any liability with respect to the employees of Seller, or for any action or inaction relating to any time prior to their date of employment, nor under this Agreement with respect to any claims, liabilities representations or obligations arising out of any pension, profit sharing warranties or Section 401(k) plan covering such employees or any claims, liabilities or obligations related in any way to Seller. For purposes of this Section (and without limiting covenants made by the generality of foregoing), any and all malpractice claims arising from events or occurrences prior Seller to the Closing Date shall be deemed to have been incurred before the Closing DateBuyer.

Assumption of Certain Liabilities. Upon As further consideration for the terms and subject to the conditions contained hereinPurchased Assets, at the Closing, Buyer Purchaser shall assume those obligations of Seller relating and agree to pay, perform and discharge, when due, the executory liabilities and commitments included in or pertaining to the Assets set forth on Schedule 2.2Purchases Assets, together with responsibility for the expenses and liabilities associated with the ownership and operation of the Business incurred on or after the Closing Date (excluding all indebtedness relating but only to the Business, extent of lease obligations that was incurred by Seller in the Clinics or ordinary course of business (the Assets existing on the Closing DateAssumed liabilities), and Excluding: (collectivelya) Consequential damages arising out or any breach by Seller, the "Assumed Liabilities"). Except with respect to the foregoingat any time, no expenses and liabilities of any kind whatsoever of the Seller such contract, agreement, lease, license or the Business or relating to the Assets incurred before or existing on the Closing Date shall be assumed by Buyercommitment; and (b) Non-contractual liabilities, and all such expenses and liabilities shall remain the responsibility of Seller. Except as specifically agreed by Buyer pursuant to Section 5.3, Buyer will not assume liability with respect to the employees of Seller, or for any action or inaction relating to any time prior to their date of employment, nor with respect to any claims, liabilities claims or obligations arising out of any pension, profit sharing or Section 401(k) plan covering such employees related to Sellers operation of the Business or any claims, liabilities or obligations related in any way to Seller. For purposes of this Section (and without limiting the generality of foregoing), any and all malpractice claims arising from events or occurrences Intellectual Property prior to the Closing Date shall be deemed Date; (c) Any liability of Seller for Federal, State of local income and franchise taxes applicable to have been incurred before operations prior to the Closing Date, and for sales tax , and any penalties, interest, fines or assessments in connection therewith; (d) Any liability for commitments relating to intellectual property rights or employment, relocation or termination of any employees of Seller; (e) Any matter required to be disclosed in response to Sellers representations and warranties set forth in Article 2, but not so disclosed; (f) Liabilities or obligations in respect of previous sales of the assets of Seller outside of the ordinary course of business; (g) Obligations or expenses of Seller in connection with the transactions contemplated hereby, including, without limitations, legal and accounting fees and expenses and brokerage finders fees due; and (h) Liabilities imposed upon Seller as a result of litigation pending against Seller as of Closing Date.