Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. (a) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, any Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”): (i) any Liability to the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Purchaser Except for the Assumed Liabilities, Buyer shall not assume by virtue of this Agreement or become responsible forthe transactions contemplated hereby, and shall not be deemed to have assumed or to have become responsible no liability for, any Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ its Affiliates (excluding including, without limitation, those related to the Purchased EntitiesBusiness) of any kind, subject to Section 2.5(b)) character or description whatsoever (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”):). Seller shall discharge in a timely manner or shall make adequate provision for all of the Excluded Liabilities that affect the Business, Assets or Assumed Liabilities, provided that Seller shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any person or entity. Excluded Liabilities shall include, without limitation: (ia) all Taxes (other than Taxes that are Assumed Liabilities) including those that result from or have accrued in connection with the operation of the Business on or prior to the Closing Date; (b) any Liability or obligation of Seller of any nature owed to any employees, directors, former employees, agents or independent contractors, whether or not employed by Buyer after the extent arising Closing, that (A) arises out of or relating relates to any Excluded Asset the employment or the operation service provider relationship between Seller or conduct by Sellers its Affiliates (or any of their Affiliates of predecessor in interest) and any business such individual(s) (other than the Business)including, (it being understood that the fact that a particular Liability of the Business relates to salesbut not limited to, purchases claims for compensation, discrimination, harassment, or other business interaction among the Business retaliation and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness under Seller’s Employee Benefit Plans); or (B) restructuringarises out of or relates to events, severance circumstances or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities conditions occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for including the avoidance of doubt, (x) products or services sold or delivered transactions contemplated by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary this Agreement); (viiic) any Liability for all Accounts Payable arising on or obligation related prior to the Closing Date; * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. (d) Liabilities of Seller under the Assumed Contracts that were incurred, arose or became payable on or prior to the Closing Date; (e) all Liabilities of Seller and its Affiliates under the Registrations, to be performed, or which relate to any costsevent, feescircumstance or condition occurring, Taxes and on or prior to the Closing Date; (f) all Liabilities with respect to accrued expenses incurred on or prior to the Closing in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (CV Products or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountantsBusiness; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xivg) all Liabilities arising out of claims of third parties for damage or relating injury suffered as the result of defective products sold or manufactured on or prior to any product of the Business that is not set forth on Section 2.4(cClosing Date; (h) of all Liabilities incurred (i) up through the Disclosure Schedule Closing Date and is not a Post-Signing Assumed Product(ii) after the Closing Date [****]*, designed, manufactured, sold, serviced or repaired in connection with the Business prior or related to the Closing[****]*, including without limitation the [****]* and of any and all product return, replacement, rebate, credit work and warranty obligations (including Ordinary Course Warranty Obligations) agreements relating thereto, and all products liabilities (including Products Liability Claims) the [****]* relating theretothe [****]*; and (xvi) those Liabilities arising out of Seller and its Affiliates relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto)or arising under this Agreement. (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Purchaser shall Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume or become responsible for, and shall not be deemed responsible to have assumed pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to have become responsible for, the Buyer) any Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”):), including, without limitation, the following: (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this as if the same was specifically listed in Section 2.5)2.3; (iic) any Liability of any the Seller for (A) any Indebtedness, including any guarantee of Indebtedness arising from or (B) restructuring, severance or similar costs and expenses related to reduction any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in force initiatives of each case to the Sellers extent such Liability is based upon any action, event, circumstance, omission or the Purchased Entities occurring or initiated on condition which first occurred at or prior to Closing; (iiid) any Liability arising from or related to any violation or noncompliance of the Seller with respect any Law applicable to Taxes relating to or arising out of the Seller, the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4Assets; (ive) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a any Action against the Seller, the Business, the Purchased Contract set forth on Section 2.5(a)(vii) Assets or the Assumed Liabilities pending as of the Disclosure Schedule)Closing Date or based upon any action, event, circumstance, omission or (B) condition arising prior to the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement)Closing Date; (viiif) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability for to indemnify, reimburse or obligation related advance amounts to any costspresent or former officer, feesmember, Taxes and expenses manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in connection with the investigationsuch applicable law, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and which may result from the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of hereby or relating to the Business that are expressly set forth on Section 2.5(a)(ix) Seller’s termination of the Disclosure Schedule; (x) Liabilities arising out employment of any of its employees on or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed ContractClosing Date; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any IndebtednessAssets, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity whether arising because it is prior to, on or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to after the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveDate.

Excluded Liabilities. (a) Purchaser The Company shall not assume or become responsible forbe obligated to pay, and shall perform or otherwise discharge any liability or obligation of the ACS Contributing Group or the ACS Member, or the GCI Contributing Group or the GCI Member, whether direct or indirect, known or unknown, absolute or contingent, not be deemed to have expressly assumed or to have become responsible for, any Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including by the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject Company pursuant to Section 2.5(b)) 2.5 (together with the Liabilities described in Section 2.5(b), all such liabilities and obligations not being assumed being herein called the “Excluded Liabilities”):) and, notwithstanding anything to the contrary in Section 2.5 or by operation of law or otherwise, none of the following shall be Assumed Liabilities for purposes of this Agreement: (a) Any liabilities in respect of Taxes for which the ACS Member, the GCI Member or any of their respective Affiliates is liable for periods ending as of the effectiveness of the transactions contemplated by Section 2.1, 2.2, or 2.3 hereof or otherwise, except to the extent provided in Section 6.3; (b) Any accounts payable owed by or to the ACS Member or the GCI Member (as applicable) or any of their respective Affiliates other than those accounts payable that are expressly assumed by the Company pursuant to Section 2.5; (c) Any other liabilities, obligations or commitments owed by or to the ACS Member or the GCI Member (as applicable) or any of their respective Affiliates other than those expressly assumed by the Company pursuant to Section 2.5; (d) Any costs and expenses incurred by the ACS Contributing Group or the ACS Member, or the GCI Contributing Group or the GCI Member, in connection with its negotiation and preparation of this Agreement, the Ancillary Agreements and the Pre-Closing Agreements and its performance and compliance with the agreements and conditions contained herein and therein; (e) Any liabilities, obligations or commitments in respect of any Excluded Assets; (f) Any liabilities, obligations or commitments in respect of any Proceedings to which the ACS Contributing Group or the ACS Member, or the GCI Contributing Group or the GCI Member, is a party prior to the Closing; (g) Any liabilities, obligations or commitments in respect of employees of the GCI Wireless Activities or the ACS Wireless Activities; (h) Any liabilities, obligations or commitments resulting from any Environmental Claims (regardless of whether any representation or warranty contained in Section 4.8 is incorrect) related to the ownership or operation of Real Property prior to the Effective Time; and (i) any Liability to the extent arising out of Any liabilities, obligations or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability commitments with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting universal service support received from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service federal or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business Alaska Universal Service Funds received prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or become be responsible for, for and shall not be deemed to have assumed or to have become responsible for, assume any Liabilities of Sellers Seller or any Affiliate of Sellers’ Affiliates Seller that are not Assumed Liabilities (such excluded Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”). In furtherance of, and not in limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities): (i) any Liability under or with respect to the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5)Indebtedness; (ii) any Liability of relating to any Seller for (A) any IndebtednessExcluded Asset, including any guarantee liability relating to Seller’s airplane and lease of Indebtedness an airplane hangar, or (B) restructuring, severance or similar costs relating to any Contract which is not an Included Contract and expenses related any Liability relating to reduction in force initiatives any Breach of the Sellers or the Purchased Entities occurring or initiated on any Contract at or prior to Closing, or any indemnity or infringement claim related thereto; (iii) (A) any Liability imposed by or in connection with respect any Law, Order, Legal Proceeding or Permit, and incurred in connection with conditions existing, events or acts occurring or omissions of acts arising prior to Taxes relating the Closing, in each case, only to the extent that such Liability accrues through the Closing, or arising out (B) any Breach of any Bulk Sales Law (other than in connection with the Business or transactions contemplated hereby and by the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4other Transaction Documents); (iv) all product Liability and similar claims for damages or injury to person or property, claims of infringement of Intellectual Property Rights, and other claims arising out of any Liability other than injury or damage to property as a result of the Purchaser’s Assumed Environmental Liabilities arising under performance of any work or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports services or the generationprovision, usemanufacture, handling, presence, treatment, storage, transportation, disposal or Release sale of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from goods by Seller prior to the Release of Materials of Environmental ConcernClosing; (v) any Liability for warranty claims arising out of the performance of any work or services or the provision, manufacture, or sale of any goods by Seller prior to the Closing (Aunless included in the Final Closing Net Working Capital, and in such event, then only in the specific dollar amount set forth therein) or relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10)Surety Bonds; (vi) any Liability pursuant to this Agreement, for any Ancillary Agreement Taxes (A) of Seller or any Affiliate of Seller for any period or (B) that relate to the Purchased Assets, the Business or any Transferred Employee for any Pre-Closing Period (regardless of when assessed), other agreement between a Seller and Purchaserthan, in each case to the extent included in the Final Closing Net Working Capital; (vii) to the extent permitted by Law, all Liabilities relating to, arising from, or in any Liabilityway connected with any Person who is or was an employee of Seller, obligations or covenants with respect to (A) including any assets, properties, entities or business operations divested by any Seller in connection Person whose employment with the Business was terminated prior to the Closing Date and their dependents, including Liability under any Law pertaining to employment and employment practices (other than, for in each case to the avoidance of doubt, (x) products or services sold or delivered by the Business extent included in the ordinary course of its business or (y) Final Closing Net Working Capital, and in such event, only in an amount included in such final calculation with respect to the applicable Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) except to the extent set forth in Section 1.1(c)(iv), any Liability for deferred compensation, accrued bonuses, transaction or obligation related to any costsother bonuses, fees, Taxes and expenses or termination/severance obligations (including such obligations that may arise in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees after Closing), including Seller’s liability for any Change of legal counsel, brokers, advisors and accountantsControl Payments which do not constitute Retention Payments; (ix) those Liabilities any Liability relating to, arising out from, or in any way connected with the current or former incentive equity or option arrangements, employment agreements or any Employee Benefit Plans of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) Seller, including but not limited to, minimum funding liability, termination liability for single-employer pension plans, withdrawal liability for multiemployer pension plans, PBGC insurance premium liability, and Liability for Breach of the Disclosure Schedulefiduciary duties; (x) Liabilities any Liability relating to, arising out of from, or relating to in any matters set forth on Sections 4.9 way connected with any collective bargaining agreement and/or agreement executed between any multiemployer or joint employer/union health, welfare and/or pension fund and 4.20 of the Disclosure ScheduleSeller; (xi) all Liabilities arising any Seller Transaction Expenses or Change of Control Payments or any Liability of Seller under this Agreement or relating to any Contract that is in connection herewith (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior except to the date hereof and (3) is not a Post-Signing Assumed Contractextent that Purchaser failed to pay such amounts pursuant to Section 1.5 of this Agreement); (xii) all Liabilities any Liability to any Affiliate of the Sellers arising out Seller, or any Person claiming to own or have owned any equity security of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed interest in Section 2.4(h)Seller; (xiii) any intercompany accountsLiability or obligation of Seller (including contractual indemnity obligations, notes except to the extent first arising following the Closing out of any Included Contract), relating to any Hazardous Materials or other payables of Sellers, other than trade payables arising out of any purchases actual or alleged Breach by Seller of any Environmental Requirements or Environmental Permits, in each case arising from R▇▇▇▇▇▇▇▇▇ any action, omission, event, circumstance, or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of condition occurring or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business existing prior to the Closing, including all product return, replacement, rebate, credit Liabilities and warranty obligations of Seller for any bodily injury (including Ordinary Course Warranty Obligations) relating theretoillness, disability, and all products liabilities death, regardless of when any such bodily injury manifested itself), personal injury, property damage (including Products Liability Claimstrespass, nuisance, wrongful eviction, and deprivation of the use of real property), contribution, strict liability or other damage to any Person arising from such Breach or from any Hazardous Materials that were, prior to the Closing (A) placed by Seller, its Affiliates or on Seller’s or its Affiliate’s behalf on or at any real property owned, leased, occupied, used, or operated by Seller or at which Seller has provided any services (or present on any other property, if such Hazardous Material emanated or allegedly emanated from or originated or allegedly originated from any such real property at the direction or with the permission of Seller or its Affiliates), (B) disposed or released or allegedly disposed or released by any Person on or at the Leased Real Property or related to the Business, or (C) disposed off-site by, for, on behalf of, or arranged by Seller or the Business (collectively, the “Pre-Closing Environmental Liabilities”); (xiv) any obligation of Seller to indemnify any Person by reason of the fact that such Person was a director, officer, employee, or agent of Seller or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity; (xv) any Liabilities related to the Reimbursable CapEx Expenditure; (xvi) all Liabilities relating theretoto, arising from or in any way connected with any Excluded Real Property; and (xvxvii) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than Assumed Liabilities, all Liabilities associated with the Purchaser ownership, control or any operation of its Affiliates) pursuant to Section 414 of Seller or the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity Business prior to the Closing Date (other than, for Effective Time. For the avoidance of doubt, products or services sold or delivered by the Purchased Entities any Liability included as a liability in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital Closing Statement shall not include any Excluded Liabilities as set forth in subsections (a) and (b) abovebe an Assumed Liability.

Excluded Liabilities. (a) Notwithstanding anything to the contrary contained in this Agreement or any of the Other Acquisition Documents, Seller acknowledges that Seller shall retain and satisfy, and Purchaser shall not assume or become otherwise be responsible for, and shall not be deemed to have assumed or to have become responsible liable for, any Liabilities or obligations of Sellers or any of Sellers’ Affiliates that are not Seller other than the Assumed Liabilities, including the following Liabilities of whether or not relating to any Seller or any of Sellers’ Affiliates the Acquired Assets (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”):). For the avoidance of doubt, Excluded Liabilities shall include the following: (ia) those Liabilities which are allocated to Seller with respect to the Channel Liabilities, as defined and set forth in Section 9.08 hereof; (b) any Liability arising under or relating to the extent Transferred Contracts arising prior to the Closing Date, including any obligation for monies due but not yet payable (including, but not limited to, royalties or milestones, as applicable) as of the Closing Date under any Transferred Contract; (c) any Liabilities resulting from (1) any breach or violation of any Transferred Contract by Seller occurring prior to the Closing or (2) any act or omission of Seller prior to the Closing that would have constituted a breach or violation upon notice or passage of time under any Transferred Contract; (d) any product Liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Seller, or by reason of the improper performance or malfunctioning of an Acquired Asset, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any Product manufactured or sold prior to the Closing Date, or any service performed by Seller prior to the Closing Date; (e) any recall, design defect or similar claims of any Product sold or any service performed by Seller prior the Closing Date; (f) any Liability resulting from or arising out of the conduct of business by Seller or relating to any Excluded Asset Affiliate of Seller or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability ownership of the Business relates to salesExcluded Assets, purchases whether before, on or other business interaction among after the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5)Closing; (iig) all Liabilities for rebates or chargebacks with respect to the Product dispensed prior to the Closing Date; (h) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness expenses or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating fees incident to or arising out of the Business negotiation, preparation, approval or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release authorization of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement the Other Acquisition Documents or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, hereby and thereby (including fees of legal counsel, brokers, advisors all attorneys’ and accountants; (ix) those Liabilities arising out of ’ fees and brokerage fees incurred by or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(himposed upon Seller); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability of Seller under this Agreement or the Other Acquisition Documents; (j) any Taxes for which Seller is liable, including any Liability of Seller for unpaid Taxes of any Person under Treasury Regulations §1.1502-6 (or any similar provision of state, local or foreign Law), as transferee or successor by contract or otherwise; (k) any Liability resulting from or arising out of any of the Excluded Assets and not specifically assumed by Purchaser as an Assumed Liability; (l) any Liabilities in respect of any pending or threatened Legal Proceeding arising out of, relating to or otherwise in respect of the operation of the Acquired Assets to the extent arising out of relating such Legal Proceeding relates to any Purchased Entity Excluded Asset;such operation on or prior to the Closing Date; and (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (ivm) any Liabilities arising out of, in respect of or in connection with the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser failure by Seller or any of its Affiliates) pursuant Affiliates to Section 414 of the Code or Section 4001(b) of ERISA; (vi) comply with any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveLaw.

Excluded Liabilities. (a) Notwithstanding the provisions of Section 1.3, Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, any Liabilities of Sellers or liable for any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any the Seller Entities, the Rexam Entities or any of Sellers’ their respective Affiliates (excluding provided, however, that except as otherwise expressly provided in this Section 1.4 and subject to the provisions of Article IX, (A) no Purchased Entity shall be considered an Affiliate of any Seller Entity or Rexam Entity for purposes of this Section 1.4 and (B) nothing in this Section 1.4 shall alter the principle that the Liabilities of the Purchased Entities as of the Closing, including any and all On-Site Environmental Liabilities and Off-Site Environmental Liabilities, shall remain Liabilities of the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”): (ia) any Liability and all Liabilities to the extent arising out of or relating to any the Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5)Assets; (iib) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those all Liabilities arising out of or relating to the Business ownership or use of the Purchased Assets or the operation or conduct of the Business, in either case prior to the Closing, except to the extent that any such Liabilities are expressly the responsibility of Purchaser pursuant to this Agreement; (c) any Retained Employment Liabilities; (d) the Liabilities set forth on Section 2.5(a)(ixSchedule 1.4(d) of related to the Disclosure SchedulePurchased Entity Employee Benefit Plans; (xe) any and all Liabilities arising out of or relating related to the Employee Benefit Plans other than the Purchased Entity Employee Benefit Plans and any matters other Liabilities related to Employee Benefit Plans other than those expressly allocated to Purchaser as set forth on Sections 4.9 and 4.20 of the Disclosure Schedulein Article V; (xif) any and all Liabilities arising under or relating obligations required to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser be performed prior to the date hereof Closing Date under any Contract, Permit, license, approval or authorization constituting part of the Purchased Assets, including, subject to Section 1.13, any and all Seller Portion of the Shared Contract Liabilities but excluding the Purchaser Portion of the Shared Contract Liabilities, and excluding (3subject to the provisions of Article IX) is not a Postany such Liabilities that are On-Signing Assumed ContractSite Environmental Liabilities; (xiig) any and all Liabilities of the Sellers arising out of for any trade, account, note or relating loan payables for goods or services purchased by or provided to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; andClosing Date; (xvh) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity:Excluded Taxes; (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any and all Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to the Intercompany Agreements or any assetsother intercompany obligations between Seller and any of its Affiliates, properties, entities or business operations divested by Rexam and any Purchased Entity of its Affiliates other than the Assumed Liabilities set forth in Section 1.3(j); (j) any and all Off-Site Environmental Liabilities relating to Hazardous Materials that have been transported to an Off-Site Location prior to the Closing Date (other thanDate, provided, for the avoidance of doubt, products or services sold or delivered by that this does not apply to Off-Site Environmental Liabilities of the Purchased Entities; (k) any other Liabilities set forth on Schedule 1.4(k); and (l) any other Liabilities of the Seller Entities, the Rexam Entities in the ordinary course or any of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveAffiliates other than Assumed Liabilities.

Excluded Liabilities. (a) Purchaser Seller acknowledges that the sole liabilities and obligations being assumed by Buyer are the Assumed Obligations and Seller shall not assume or become responsible for, retain all other liabilities and shall not be deemed to have assumed or to have become responsible for, any Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilitiesobligations, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”): (ia) any Liability liabilities or obligations of Seller to the extent arising out related to any Excluded Assets; (b) any liabilities or obligations of Seller in respect of Indebtedness; (c) any liabilities or obligations in respect of Taxes of Seller or any Tax Affiliate of Seller, or any liability of Seller for unpaid Taxes of any Person under Treasury Regulation section 1.1502-6 (or similar provision of state, local, or foreign law) as a transferee or successor, by contract or otherwise, except for Taxes for which Buyer is expressly liable pursuant to Section 3.4 or Section 7.8; (d) any obligations of Seller or any of its Affiliates for wages, vacation pay, other paid time off, employment Taxes, bonuses, other incentive compensation, commissions, expense reimbursement, or retention or severance pay to the extent attributable to the period prior to the Effective Time or which may become payable as a result of the Closing; (e) except as otherwise expressly provided in Section 7.10, any liabilities under or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Benefit Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant , or under which Seller or any Affiliate has or may incur liability, or any contributions, benefits or liabilities therefor, or any liability with respect to Section 414 Seller’s or any of the Code Seller’s Affiliates withdrawal or Section 4001(b) partial withdrawal from or termination of ERISAany Benefit Plan; (vif) except for the Recoverable Liabilities, any Liabilities of liabilities or obligations arising from any Claim (including any workers compensation claim) involving the types described Purchased Assets or the Business filed or arising from an Actionable Incident occurring prior to the Effective Time, including any such Claims or Actionable Incidents disclosed in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv)Seller Disclosure Schedules; and (viiig) any Liabilityliabilities or obligations of Seller arising under or in connection with this Agreement, obligations any certificate or covenants to the extent arising out of or relating to other document delivered in connection in herewith, and any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) transactions contemplated hereby and (b) abovethereby.

Excluded Liabilities. (a) Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not not, at the Closing or at any time thereafter, assume or become responsible foragree to pay, perform or discharge, and Reliant shall not remain liable for and shall pay, perform and discharge (or cause to be deemed paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to have assumed the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to have become responsible for, any due) other than the Assumed Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”):), including, without limitation, the following liabilities and obligations of Reliant: (ia) any Liability all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior to the extent Closing Date; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability sale of the Business relates to sales, purchases Product (whether or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (iidefective) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business sold prior to the Closing Date (other than, for the avoidance of doubt, (x) products by Reliant or services sold or delivered by the Business in the ordinary course any of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois Affiliates and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities all Losses arising out of or relating claims of third parties due to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 voluntary or involuntary recall of the Disclosure ScheduleProduct sold prior to the Closing Date; (xid) subject to Sections 7.3(d) and 7.7, all Liabilities arising under Government Rebates and Charges and Discounts for Product distributed by Reliant or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser its Affiliates prior to the date hereof and (3) is not a Post-Signing Assumed ContractClosing Date; (xiie) subject to Section 7.5, all Liabilities of the Sellers arising out of obligations for replacements of, or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed refunds for Product, designedwhether or not bearing Reliant’s name or any Reliant Brand, manufactured, sold, serviced distributed by Reliant or repaired in connection with the Business any of its Affiliates on or prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating theretoClosing Date; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (if) any Liability to the extent obligations of Reliant arising out of relating under this Agreement, including pursuant to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtednessrepresentation, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes warranty or covenant hereunder, or from the consummation of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) abovetransaction contemplated hereby.

Excluded Liabilities. (a) Purchaser Biogen shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or become responsible forhave any responsibility for paying, and shall not be deemed to have assumed performing or to have become responsible fordischarging, any Liabilities of Sellers or any of Sellers’ Biogen and its Affiliates that are not other than the Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”):). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates: (ia) any Liability to the extent arising out of or relating attributable to any Excluded Asset asset, property or right that is not included in the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5)Purchased Assets; (iib) any Liability of attributable to the research, development or other activity conducted by Biogen or any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses Affiliate related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated Acquired Antibody on or prior to Closingthe Effective Date; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xic) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser Assigned Contracts prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely Effective Date to the extent reflected in Final Net Working Capital;that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; and (xivd) all Liabilities arising out of Taxes imposed on the Purchased Assets or relating that otherwise arise with respect to any product the use of the Business Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that is not set forth on Section 2.4(c) are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the Disclosure Schedule and is not a Post-Signing Assumed Producttransactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, designedexcept as otherwise provided in Section 5.8.3, manufactured, sold, serviced all Taxes required to be withheld or repaired deducted by applicable Law in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto)transactions contemplated by this Agreement. (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) The Purchaser shall not assume or become responsible for, and shall have no obligation to discharge, perform or fulfill any liabilities or obligations of any Vendor or claims against any Vendor related to any Vendor’s Purchased Assets of any kind whatsoever in respect of the period of time prior to the relevant Closing Date, including, but not be deemed limited to, with respect to have assumed each Vendor: (a) any such liabilities or obligations of that Vendor incurred or accrued prior to have become responsible forthe relevant Closing Date of that Vendor’s Purchased Assets, including but not limited to, any Liabilities claim by a third party arising out of Sellers or in connection with the operation of the business of the Vendor or any operating expenses of Sellers’ Affiliates that are not Assumed Liabilities, including Vessels on or before the following Liabilities relevant Closing Date; (b) all Taxes of or relating to that Vendor or, with respect to any Seller or any period of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”): (i) any Liability time prior to the extent arising out relevant Closing Date, as the case may be, of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5)Vendor’s Purchased Assets; (iic) any Liability all such liabilities in respect of any Seller for (A) any Indebtedness, including any guarantee indebtedness of Indebtedness or (B) restructuring, severance or similar costs and expenses related that Vendor to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closingall persons; (iiid) all such claims and liabilities relating to services provided by that Vendor prior to the relevant Closing Date, as the case may be, of that Vendor’s Purchased Assets; (e) any Liability with respect to Taxes such claims, obligations and liabilities relating to or arising out of the Business employment of all crew and sea-going employees employed by the Vendor or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Thirda sub-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, contracted party on any of its SubsidiariesVessels, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, including liens for the avoidance of doubt, (x) products or services sold or delivered by the Business master’s disbursements incurred in the ordinary course of its business or trading and unpaid crew’s wages, including liabilities secured by the liens described in paragraph (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(viiiii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement)definition of Permitted Encumbrances; (viiif) all liabilities which relate to a period of time prior to the relevant Closing Date of that Vendor’s Purchased Assets; (g) any Liability for such obligations or obligation liabilities of that Vendor related to any costs, fees, Taxes and expenses in connection with breach or default of any kind by that Vendor existing or relating to a period of time prior to the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery relevant Closing Date of this Agreement and the consummation (that Vendor’s Purchased Assets or the preparation for the consummation) arising as a consequence of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating theretoby this Agreement; and (xvh) those Liabilities arising out subject to Section 7.2, any liabilities or obligations of and relating to any Vendor under the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible forMemoranda of Agreement, the following Liabilities of any Purchased Entity: (i) any Liability to Ship Building Contract or the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than Purchase Option Charters. Each Vendor shall indemnify and save harmless the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv)from and against all such liabilities, (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liabilitydebts, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities and claims in the ordinary course of their respective businesses); provided, that for purposes of the determinations in accordance with Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above8.5.

Excluded Liabilities. (a) Purchaser shall Except as expressly set forth in Section 2.5 --------------------- hereof, the Buyer does not assume or become responsible for, and shall not be deemed to have assumed or to have become be responsible for, for any Liabilities of Sellers or the Sellers. Without limiting the foregoing in any manner, the Assumed Liabilities do not include any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities and obligations of or relating to any Seller or any of the Sellers’ Affiliates (excluding , and the Purchased Entities, subject to Section 2.5(b)) (together with Sellers will promptly pay and perform and hold the Liabilities described in Section 2.5(b), the “Excluded Liabilities”):Buyer harmless from and against: (iA) any Liability or obligation relating to the extent arising out Excluded Assets; (B) any Liability or obligation of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates in respect of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates Taxes or any reporting requirement or estimated Tax payable with respect thereto relating to sales, purchases events or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities transactions occurring or initiated on or prior to Closing; (iii) the Closing Date, or any Liability with respect to Taxes relating to for any property taxes for the tax year that includes the Closing Date, involving the Sellers or arising out any of their Affiliates, the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental LawsAcquired Assets, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counselin whole or in part, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) inclusion of any Affiliate of the Disclosure ScheduleSeller in a consolidated tax group or tax sharing arrangement with the Sellers or their Affiliates; (xC) Liabilities any Liability, claim or obligation relating to any Legal Proceeding arising out of from or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under Business, the Acquired Assets, the Inventory or relating to any Contract that is (A) not a Purchased Contract, other events or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o conditions occurring or VIII.A.2 of the datasite to Purchaser existing prior to or on the date hereof and Closing Date (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to including any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(hwarranty claim); (xiiiD) any intercompany accounts, notes Liability to any Employee or independent contractor or subcontractor of the Sellers or any other Person for termination pay or pension or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired obligation in connection with the Business transactions that are the subject of this Agreement or otherwise, or for termination pay or pension or other obligations to former Employees or independent contractors or subcontractors of the Sellers or any other Person or otherwise pertaining to the Acquired Assets and attributable to employment or services provided prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (iiE) any Liability of Sellers for accounts payable due or owed by the Sellers or any Purchased Entity for any Indebtedness, including any guarantee of Indebtednesstheir respective Affiliates; (iiiF) any Liability with respect relating to Taxes the Excluded Agreements or the operations of the Purchased Entities for which Sellers not strictly relating to the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities operation of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Purchaser Seller acknowledges that the sole liabilities and obligations being assumed by Buyer are the Assumed Obligations and Seller shall not assume or become responsible for, retain all other liabilities and shall not be deemed to have assumed or to have become responsible for, any Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilitiesobligations, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”): (ia) any Liability liabilities or obligations of Seller to the extent arising out related to any Excluded Assets; (b) any liabilities or obligations of Seller in respect of Indebtedness; (c) any liabilities or obligations in respect of Taxes of Seller or any Tax Affiliate of Seller, or any liability of Seller for unpaid Taxes of any Person under Treasury Regulation section 1.1502-6 (or similar provision of state, local, or foreign law) as a transferee or successor, by contract or otherwise, except for Taxes for which Buyer is expressly liable pursuant to Section 3.4 or Section 7.8; (d) any obligations of Seller or any of its Affiliates for wages, vacation pay, other paid time off, employment Taxes, bonuses, other incentive compensation, commissions, expense reimbursement, or retention or severance pay to the extent attributable to the period prior to the Effective Time or which may become payable as a result of the Closing; (e) except as otherwise expressly provided in Section 7.10, any liabilities under or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Benefit Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant , or under which Seller or any Affiliate has or may incur liability, or any contributions, benefits or liabilities therefor, or any liability with respect to Section 414 Seller’s or any of the Code Seller’s Affiliate’s withdrawal or Section 4001(b) partial withdrawal from or termination of ERISAany Benefit Plan; (vif) except for the Recoverable Liabilities, any Liabilities of liabilities or obligations arising from any Claim (including any workers’ compensation claim) involving the types described Purchased Assets or the Business filed or arising from an Actionable Incident occurring prior to the Effective Time, including any such Claims or Actionable Incidents disclosed in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv)Seller Disclosure Schedules; and (viiig) any Liabilityliabilities or obligations of Seller arising under or in connection with this Agreement, obligations any certificate or covenants to the extent arising out of or relating to other document delivered in connection herewith, and any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) transactions contemplated hereby and (b) abovethereby.

Excluded Liabilities. (a) Purchaser Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or become responsible forobligation of the Seller, and shall not be deemed to have assumed or to have become responsible for, any Liabilities of Sellers the LIN Companies or any of Sellers’ their respective Affiliates that are not Assumed Liabilitiesof whatever nature, including whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the following Liabilities of Seller, the LIN Companies or relating to any Seller or any of Sellers’ their respective Affiliates (excluding the Purchased Entities, subject all such liabilities and obligations not being assumed being herein referred to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), as the “Excluded Liabilities”):), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (ia) any Liability liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the extent arising out of Effective Time or relating to as set forth on Schedule 2.04(a); (b) any Excluded Asset liability or obligation for which the operation or conduct by Sellers LIN Companies, the Seller or any of their respective Affiliates of any business (other than has already received or will receive the Business), (it being understood that the fact that a particular Liability partial or full benefit of the Business relates Station Asset to saleswhich such liability or obligation relates, purchases but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or other business interaction among the Business and HTTany of their respective Affiliates, R▇▇▇▇▇▇▇▇▇including, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5without limitation, as set forth on Schedule 2.04(c); (iid) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness liability or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes obligation relating to or arising out of any of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4Excluded Assets; (ive) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating liability with respect to Environmental Laws, including any such Liability Excluded Employees and Employees who are not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental ConcernTransferred Employees; (vf) any Liability Tax liability or obligation (Ai) relating to the service Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or employment payable by or with the Business or termination of service or employment from the Business of any Person respect to Seller (other than Assumed Liabilitiesexcept as expressly provided in Section 9.02), or (Biii) relating for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or at advance amounts to any time arising under any Company Plan (including any Foreign Plan)officer, member, Employee or any other benefit agent of the Seller or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its SubsidiariesAffiliates, or any ERISA Affiliate (other than those Liabilities any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Purchaser under Section 6.10Buyer hereunder); (vii) any Liability pursuant to this Agreementliability or obligation for any severance, any Ancillary Agreement retention, performance or stay bonus or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller compensation payable in connection with the Business consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Closing Date Effective Time; (other thanj) any Action, for including any Action relating to any Employee, to the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants extent arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser period prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating theretoEffective Time; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (ik) any Liability to liability of the extent arising out of relating to Seller under this Agreement or any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtednessdocument executed in connection therewith, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveAncillary Agreements.

Excluded Liabilities. (a) Purchaser Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume or become responsible for, only the Assumed Liabilities and shall not be deemed to have assumed or to have become responsible for, any Liabilities of Sellers or neither Buyer nor any of Sellers’ its Affiliates that are not Assumed Liabilities, including shall assume any other liability or obligation of the following Liabilities of or relating to any Seller or any of Sellers’ its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (excluding the Purchased Entities, subject all such liabilities and obligations not being assumed being herein referred to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), as the “Excluded Liabilities”):), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (ia) any Liability liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the extent arising out of Effective Time or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5as set forth on Schedule 2.04(a); (iib) any Liability liability or obligation for which the Seller or any of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness its Affiliates has already received or (B) restructuring, severance will receive the partial or similar costs and expenses related to reduction in force initiatives full benefit of the Sellers Station Asset to which such liability or obligation relates, but only to the Purchased Entities occurring or initiated on or prior to Closingextent of such benefit received; (iiic) the liability related to the Indebtedness of the Seller or any of its Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any Liability with respect to Taxes liability or obligation relating to or arising out of any of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4Excluded Assets; (ive) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating liability with respect to Environmental Laws, including any such Liability Excluded Employees and Employees who are not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental ConcernTransferred Employees; (vf) any Liability Tax liability or obligation (Ai) relating to the service Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or employment payable by or with the Business or termination of service or employment from the Business of any Person respect to Seller (other than Assumed Liabilitiesexcept as expressly provided in Section 9.02), or (Biii) relating for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or at advance amounts to any time arising under any Company Plan (including any Foreign Plan)officer, member, Employee or any other benefit agent of the Seller or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its SubsidiariesAffiliates, or any ERISA Affiliate (other than those Liabilities any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Station, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Purchaser under Section 6.10Buyer hereunder); (vii) any Liability pursuant to this Agreementliability or obligation for any severance, any Ancillary Agreement retention, performance or stay bonus or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller compensation payable in connection with the Business consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Closing Date Effective Time; (other thanj) any Action, for including any Action relating to any Employee, to the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants extent arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser period prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating theretoEffective Time; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (ik) any Liability to liability of the extent arising out of relating to Seller under this Agreement or any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtednessdocument executed in connection therewith, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveAncillary Agreements.

Excluded Liabilities. (a) Purchaser Neither Buyer nor any of its Affiliates shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, any Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Seller (such unassumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”):) other than those specifically set forth in Section 2.3. Without limiting the generality of the foregoing, in no event shall Buyer or any of its Affiliates assume or incur any Liability in respect of, and Seller shall remain bound by and liable for, and shall pay, discharge or perform when due, the following Liabilities of Seller: (ia) all Liabilities under any Liability to Assigned Contract that arise after the extent arising Closing Date but that arise out of or relating relate to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business)failure to perform, (it being understood that the fact that a particular Liability of the Business relates to salesimproper performance, purchases warranty or other business interaction among the Business and HTTbreach, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean default or violation that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated occurred on or prior to Closingthe Closing Date, including any failure to comply with or any violation of any Law by Seller or its Affiliates; (iiib) any Liability with respect to all Liabilities for Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; Seller (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other thanincluding, for the avoidance of doubt, any Taxes of Affiliates of the Seller for which the Seller is liable pursuant to Treasury Regulation Section 1.1502-6 or any similar provision of state, local or non-U.S. Law) including (xi) products or services sold or delivered by any Taxes of the Business in the ordinary course Seller arising as a result of Seller’s operation of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) ownership of the Disclosure Schedule)Purchased Assets on or prior to the Closing Date, or (Bii) any Taxes of the real property located in Freeport, Illinois Seller that will arise as a result of the sale and Chonan, South Korea transfer of the Purchased Assets pursuant to this Agreement (other than Assumed Liabilities set forth any such Taxes as Buyer has agreed to bear as provided in Section 2.4(e7.5(a)), and (iii) or as set forth in any Ancillary Agreement)deferred Taxes of any nature; (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xiic) all Liabilities of Seller under the Sellers arising out of Seller Benefit Plans or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any non-compliance other employee plans or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out benefits of any purchases from R▇▇▇▇▇▇▇▇▇ kind for Seller’s employees or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of former employees or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating theretoboth; and (xvd) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following all Liabilities of Seller under any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtednessemployment, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is severance, retention or has been treated as a single employer termination agreement with any other Person (other than the Purchaser employee of Seller or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Purchaser Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be construed to impose on Buyer, and Buyer shall not assume or become responsible forbe obligated to pay, and shall perform or otherwise discharge the following liabilities or obligations (the "Excluded Liabilities"): (a) Any liabilities or obligations of Seller in respect of any Excluded Assets or other assets of Seller which are not be deemed Purchased Assets; (b) Any liabilities or obligations in respect of Taxes attributable to have assumed the ownership, operation or use of Purchased Assets for taxable periods, or portions thereof, ending before the Closing Date, except for Taxes for which Buyer is liable pursuant to have become responsible for, any Liabilities Sections 3.5 or 6.8(a) hereof; (c) Any liabilities or obligations of Sellers or Seller accruing under any of Sellers’ Affiliates that are not Assumed Liabilities, including Seller's Agreements prior to the following Liabilities Closing Date; (d) All liabilities or obligations of Seller arising under or relating to Nuclear Laws or relating to any claim by third parties based on common law, in either case arising as a result of the off-Site disposal, treatment, storage, transportation or recycling of Low Level Waste prior to the Closing Date, including any and all asserted or unasserted liabilities or obligations to third parties (including employees) for property damage, personal injury or tort, or similar causes of action arising with respect thereto; (e) Any fines, penalties or costs imposed by a Governmental Authority with respect to the Purchased Assets resulting from (i) an investigation, proceeding, request for information or inspection before or by a Governmental Authority relating to actions or omissions of Seller prior to the Closing Date, except for liabilities and obligations which have been assumed by Buyer under Section 2.3(b), or (ii) criminal acts, willful misconduct or gross negligence of Seller; (f) Any payment obligations of Seller for goods delivered or services rendered prior to the Closing Date, including, without limitation, rental or lease payments pursuant to the Real Property Agreements and any leases relating to Tangible Personal Property; (g) Any liability, obligation or responsibility under or related to Environmental Laws or the common law, whether such liability, obligation or responsibility is known or unknown, contingent or accrued (whether or not arising or made manifest before the Closing Date or on or after the Closing Date), arising as a result of, in connection with or allegedly caused by, the off-Site disposal, treatment, storage, transportation or recycling of Hazardous Substances (including any discharge or Release in connection therewith) prior to the Closing Date in connection with the ownership or operation of the Purchased Assets; (h) Except to the extent caused by Buyer or any of its Affiliates, any liabilities, obligations or responsibilities to the extent relating to (i) the property, equipment or machinery within the switchyard for which Seller will retain an Easement, (ii) the transmission lines delineated in the Easements, or (iii) Seller's operations on, or usage of, the Easements, including, without limitation, liabilities, obligations or responsibilities arising as a result of or in connection with (A) any violation or alleged violation of Environmental Law and (B) loss of life, injury to persons or property or damage to natural resources; (i) Except as provided in Section 2.3(h), any liabilities or obligations relating to personal injury or tort, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action filed with or pending before any court or administrative agency on the Closing Date with respect to the Purchased Assets or the Transferred Employees or where the material facts of such claim or cause of action occurred prior to the Closing Date; (j) Except as provided in Section 2.3(b) or 2.3(i) any asserted or unasserted liabilities or obligations to third parties (including employees) for personal injury or tort, or similar causes of action arising out of the ownership or operation of the Purchased Assets prior to the Closing Date; (k) Subject to Section 6.10, any liabilities or obligations relating to any Benefit Plan maintained by Seller, or any employee benefit plan as defined in Section 3(3) of ERISA and maintained by any trade or business (whether or not incorporated) which is or ever has been under common control, or which is or ever has been treated as a single employer, with Seller under Section 414 (b) , (c) , (m) or (o) of the Code ("ERISA Affiliate") or to which Seller or any ERISA Affiliate contributed (the "ERISA Affiliate Plans"), including any multi-employer plan contributed to at any time by Seller or any ERISA Affiliate, or any multi-employer plan to which Seller or any ERISA Affiliate is or was obligated at any time to contribute, including, without limitation, any such liability (i) relating to benefits payable under any Benefit Plans, (ii) relating to the PBGC under Title IV of ERISA, (iii) relating to a multi-employer plan, (iv) with respect to noncompliance with the notice and benefit continuation requirements of COBRA, (v) with respect to any noncompliance with ERISA or any other applicable laws, or (vi) with respect to any suit, proceeding or claim which is brought against Buyer, any Benefit Plan, ERISA Affiliate Plan, or any fiduciary or former fiduciary of any such Benefit Plan or ERISA Affiliate Plan and the basis of which is related to actions of Seller or its ERISA Affiliates or which is otherwise related to the ownership or operation of the Purchased Assets prior to the Closing Date; (l) Subject to Section 6.10 and Section 2.3(h), any liabilities or obligations relating to the employment or termination of employment, including discrimination, wrongful discharge, unfair labor practices, or constructive termination by Seller of any individual, attributable to any actions or inactions by Seller prior to the Closing Date other than such actions or inactions taken at the written request or with the written consent of Buyer; (m) Subject to Section 6.10, any obligations for wages, overtime, employment Taxes, severance pay, transition payments in respect of compensation or similar benefits or similar claims or causes of action arising or related to facts or performance occurring prior to the Closing Date under any term or provision of any contract, plan, instrument or agreement relating to any of the Purchased Assets; (n) Any liability of Seller arising out of a breach by Seller or any of Sellers’ its Affiliates of any of its obligations under this Agreement or the Ancillary Agreements; (excluding o) Any obligation of Seller to indemnify a Buyer Indemnitee under this Agreement; (p) Any liabilities relating to the Purchased Entitiesfollowing bonds (collectively, subject the "Pollution Control Bonds") and any agreements relating thereto: (i) $84,710,000 aggregate principal amount of Illinois Development Finance Authority 7 3/8% Pollution Control Refunding Revenue Bonds, 1991 Series A (Illinois Power Company Project), (ii) $84,150,000 aggregate principal amount of Illinois Development Finance Authority 7.40% Pollution Control Refunding Revenue Bonds, 1994 Series B (Illinois Power Company Project), (iii) $51,770,000 aggregate principal amount of Illinois Development Finance Authority Adjustable Rate Pollution Control Revenue Refunding Bonds, 1993 Series A (Illinois Power Company Project), (iv) $30,000,000 aggregate principal amount of Illinois Development Finance Authority Adjustable Rate Pollution Control Revenue Refunding Bonds, 1993 Series B (Illinois Power Company Project), (v) $30,000,000 aggregate principal amount of Illinois Development Finance Authority Adjustable Rate Pollution Control Revenue Refunding Bonds, 1993 Series C (Illinois Power Company Project), (vi) $70,000,000 aggregate principal amount of Illinois Development Finance Authority Adjustable Rate Pollution Control Revenue Refunding Bonds, 1997 Series A (Illinois Power Company Project), (vii) $45,000,000 aggregate principal amount of Illinois Development Finance Authority Adjustable Rate Pollution Control Revenue Refunding Bonds, 1997 Series B (Illinois Power Company Project), (viii) $35,000,000 aggregate principal amount of Illinois Development Finance Authority Adjustable Rate Pollution Control Revenue Refunding Bonds, 1997 Series C (Illinois Power Company Project), (ix) $18,700,000 aggregate principal amount of Illinois Development Finance Authority 5.40% Pollution Control Revenue Refunding Bonds, 1998 Series A (Illinois Power Company Project), (x) $33,755,000 aggregate principal amount of Illinois Development Finance Authority 5.40% Pollution Control Revenue Refunding Bonds, 1998 Series B (Illinois Power Company Project), (xi) $25,000,000 aggregate principal amount of Illinois Development Finance Authority Pollution Control Revenue Bonds, 1987 Series B (Illinois Power Company Project) (Adjustable Convertible Exchange Securities), (xii) $25,000,000 aggregate principal amount of Illinois Development Finance Authority Pollution Control Revenue Bonds, 1987 Series C (Illinois Power Company Project) (Adjustable Convertible Exchange Securities), (xiii) $25,000,000 aggregate principal amount of Illinois Development Finance Authority Pollution Control Revenue Bonds, 1987 Series D (Illinois Power Company Project) (Adjustable Convertible Exchange Securities) and (xiv) $35,615,000 aggregate principal amount of Illinois Development Finance Authority 5.70% Pollution Control Refunding Revenue Bonds, 1994 Series A (Illinois Power Company Project); 172 (q) Any Environmental Claim related to or any other liability, obligation or responsibility attributable to any Environmental Condition at the Construction Waste Landfill, including any Remediation required by an order of a Governmental Authority under Environmental Law; provided, however that Seller shall not have any liability, obligation or responsibility with respect to the Construction Waste Landfill to the extent arising from or attributable to the acts of Buyer or its employees, agents or contractors after the Closing Date, other than for acts required by an order of a Governmental Authority under Environmental Law; (r) Subject to Section 2.5(b)6.17, any Remediation work identified on Schedule 6.17; (s) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”): All liabilities or obligations for (i) any Liability to insurance premiums (including deferred premiums or retrospective premium adjustments) under the extent arising out Nuclear Insurance Policies, and (ii) any retrospective premium adjustments under the Price-Anderson Act's secondary layer of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business)financial protection, (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, Rin eith▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities g from events occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating theretoDate; and (xvt) those Liabilities arising out Any other liability or obligation of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto)Seller not specifically assumed hereunder. (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall not be obligated to assume or become to perform or discharge any Liability of Seller, any ERISA Affiliate or any Employee Plan (such other Liabilities being referred to as “Excluded Liabilities”) other than the Assumed Liabilities. Without limiting the foregoing, Seller shall retain and be responsible for, and Purchaser shall not be deemed obligated to have assumed assume or to have become responsible forperform or discharge, and does not assume or perform or discharge, any Liabilities Liability of Sellers Seller, any ERISA Affiliate or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of Employee Plan at any time arising from or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”):otherwise attributable to: (i) any Liability of Seller relating to the extent arising out of Business that arises on or relating to any Excluded Asset or before the operation or conduct Closing Date and is not specifically assumed by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5)Purchaser; (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness relating to real property leases or (B) restructuring, severance or similar costs and expenses related Facilities not specifically assumed by Purchaser pursuant to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to ClosingSection 10.2; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4Excluded Assets; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or of Seller relating to Environmental LawsSeller’s execution, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports delivery or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release performance of any Materials of Environmental Concern this Agreement or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concerndocument contemplated by this Agreement; (v) any Liability (A) relating to the service or employment with the Business or termination all Liabilities of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10)Seller for all Cure Costs; (vi) any Liability pursuant outstanding bids, purchase orders, customer credits, customer deposits or lay away purchases to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaserthe extent not included in Section 2.1; (vii) any Liability, obligations or covenants transfer Taxes with respect to (A) any assets, properties, entities or business operations divested the transactions contemplated by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary this Agreement); (viii) any Environmental, Health and Safety Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountantsSeller; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule;any Employee Plan Liability; and (x) Liabilities arising out any Professional Fees or brokerage fees of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto)Seller. (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Purchaser Notwithstanding the provisions of Section 2.3 or any other provision in this Agreement to the contrary, Buyer shall not assume or become responsible for, and shall not be deemed responsible to have assumed pay, perform or to have become responsible for, discharge any Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”): (i) any Liability to the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Sellers shall, and shall cause each of their Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liabilities relating to the Project or any present or former developer, owner or operator of the Project incurred prior to the Closing Date, whether or not associated with, or arising from, any of the Purchased Assets, and whether fixed, contingent or otherwise, known or unknown; (b) any Liabilities related to the Excluded Assets; (c) any Liability of Sellers for Taxes accrued before or through the Closing Date with respect to Purchased Assets; (d) any Liability of Sellers for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby; (e) any Liability under the Land Contracts, Purchased Contracts (other than the BusinessGIA), (it being understood that Permits or Permit applications to the fact that extent such Liability, but for a particular Liability of the Business relates to sales, purchases breach or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the default by Sellers or the Purchased Entities occurring a waiver or initiated extension given to or by Sellers, would have been paid, performed or otherwise discharged on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date or to the extent such Liability arises out of any such breach, default, waiver or extension given to or by Sellers; (other than, for the avoidance f) any obligations owed to any Governmental Authority arising out of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea commitments (other than Assumed Liabilities Permits or Purchased Contracts) which were made by Sellers prior to the Closing Date; (g) Sellers’ portion of the costs associated with the GIA as set forth in Section 2.4(e) or as set forth in any Ancillary Agreement)6.10; (viiih) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased ContractEnvironmental Claims, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure ScheduleLiabilities under Environmental Laws, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability actions or omissions of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities on or prior to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv)Closing Date; and (viiii) any Liability, obligations or covenants to the extent Liabilities arising out of, in respect of or relating in connection with the failure by Sellers or any of their Affiliates to comply with any assets, properties, entities Law on or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveDate.

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary, except for the Assumed Liabilities specifically described in Section 2.3 (a) it being understood that if a Liability could be construed to be described in both Section 2.3 and Section 2.4, then it shall be deemed an Excluded Liability), Purchaser shall not assume or become responsible be liable for, and shall not be deemed not to have assumed or to have become responsible be liable for, any of the Liabilities of the Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”):), which Excluded Liabilities include: (i) any Liability to the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiva) all Liabilities arising out of Excluded Assets, including Contracts that are not Assumed Contracts or relating to any product Assumed Executory Contracts; (b) except for the Assumed Liabilities described in Schedule 2.3(d), Liabilities (whether known or unknown) arising from the sale of the Business that is not set forth on Section 2.4(c) Products of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business Inventory prior to the Closing, whether pursuant to product warranties, product recalls, returns and rebates or otherwise; (c) except as provided in Article IX, all Liabilities with respect to all employee benefit plans, policies, agreements and arrangements of the Sellers and their Affiliates, including all product returnEmployee Plans, replacementand any Liability to or in respect of, rebateor arising out of or in connection with, credit and warranty the employment by any of the Sellers or cessation of employment with any of the Sellers of any employees or independent contractors or former employees or independent contractors of any of the Sellers, including any severance obligations that arise on or prior to the Closing Date; (d) except for the Assumed Liabilities described in Schedule 2.3(d), all Liabilities for (i) Taxes of Sellers (including all Liabilities for Taxes relating to the Purchased Assets) for any Tax periods (or portions thereof) ending on or before the Closing Date and (ii) Transfer Taxes; (e) Liabilities incurred in the Ordinary Course Warranty Obligationsof Business and existing prior to the filing of the Chapter 11 Cases that are subject to compromise under the Bankruptcy Code (the “Compromised Liabilities”); (f) any Debt of Sellers; (g) all Liabilities relating theretoto amounts required to be paid by Sellers hereunder; (h) all Liabilities associated with brokers, and all products liabilities (including Products Liability Claims) relating theretofinders or other consultants or advisors to Sellers entitled to a fee or reimbursement of expenses with respect to this transaction; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability all other Liabilities, accrued expenses, accounts payable of Seller arising from or associated with the Business or the Permits arising from events, facts or circumstances occurring before the Closing, except to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated expressly identified as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any an Assumed Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Purchaser Notwithstanding Section 2.3, the Assumed Liabilities shall not assume or become responsible include, and neither the Buyer nor any of its Affiliates will assume, nor will any of them be liable for, and nor shall not the Buyer or any of its designated Affiliates be deemed to have assumed or agreed to have become responsible forpay, any and the Seller Entities shall retain and, as and when required, pay, perform and discharge, all of their Liabilities of Sellers or any of Sellers’ Affiliates that are not other than the Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”):). Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following Liabilities of the Seller Entities: (ia) any Liability of any nature to the extent primarily related to the Excluded Assets; (b) any Indebtedness; (c) all accounts payable of the Seller Entities to third parties to the extent arising out of, related to, or in connection with the Business, including accounts payable for inventory purchases, property and equipment purchases, and other direct Liabilities, including uninvoiced receipts and manual accruals in the Ordinary Course of or relating Business; (d) (i) any Taxes of any Seller Entity, including Transfer Taxes required to be paid by the Seller pursuant to Section 6.4(a) and Property Taxes for which the Seller is responsible pursuant to Section 6.4(b) and Section 6.4(c), but excluding Transfer Taxes required to be paid by the Buyer pursuant to Section 6.4(a) and Property Taxes for which the Buyer is responsible pursuant to Section 6.4(b) and Section 6.4(c), (ii) any Excluded Asset or the operation or conduct Taxes of another Person for which any Seller Entity is liable, including Taxes for which any Seller Entity is liable by Sellers reason of Treasury Regulation Section 1.1502-6 (or any comparable or similar provision of their Affiliates of federal, state, local or foreign Law), as a transferee or successor, under any business contractual obligation or otherwise (other than the BusinessTaxes of other Persons for which any Seller Entity is liable pursuant to Assumed Contracts), and (it being understood that iii) any Taxes resulting from the fact that a particular Liability sale of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded Acquired Assets pursuant to this Agreement (other than Transfer Taxes for which the Buyer is responsible pursuant to Section 2.56.4(a)); (iie) (i) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Lawsof, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities)related to, or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Acquired Assets or the Business that were incurred in or are attributable to any taxable period (or portion thereof) ending on or prior to the Closing Date other than Transfer Taxes required to be paid by the Buyer pursuant to Section 6.4(a) and Property Taxes for which the Buyer is responsible pursuant to Section 6.4(b) and Section 6.4(c), and (ii) Taxes imposed on or with respect to the Excluded Assets or Excluded Liabilities for a taxable period; (f) all claims by and all Liabilities or obligations to or with respect to (i) any Business Employees (and any other thanemployees or service providers of Seller or its Affiliates) who are not Transferred Employees or are otherwise not hired by the Buyer or any Affiliate of the Buyer, (ii) the Seller Benefit Plans (for the avoidance, including any equity-based awards granted by Seller or its Affiliates that are held by Business Employees as of the Closing), and all related agreements, including the funding arrangements (accounts, trusts, insurance agreements and policies, and stop loss policies) and administrative or other service agreements with third party providers, trusts or other assets attributable thereto; (iii) any other employee benefit or compensatory plan, program, contract or arrangement sponsored or maintained by Seller or its Affiliates, and (iv) the employer portion of any Taxes arising from the payments described in subsections (i) through (iii) above, but, in each case, subject to the compliance by the Buyer and their respective Affiliates with their respective obligations under Section 7.1; (g) any Transaction Expenses, including any Liabilities relating to legal, accounting, financial advisory, investment banking or other professional services performed in connection with the Transactions (which, for the avoidance of doubt, (x) products shall not include any Transaction Expenses of the Buyer or services sold or delivered by the Business in the ordinary course any of its business or (y) LiabilitiesAffiliates, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) all of which shall be the sole obligation of the Disclosure Schedule), Buyer or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreementits respective Affiliate); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xiih) all Liabilities of the Sellers Seller Entities arising out of, related to, or in connection with this Agreement and the other Transaction Documents; (i) intercompany payables among any Seller Entity and any of or its Affiliates; (j) any Seller Pre-Closing Environmental Liabilities; (k) any Liabilities relating to or in connection with any non-compliance or alleged non-compliance with applicable Laws not assumed Action pending as of the Closing Date (including the Actions described on Schedule 2.4(k) but excluding any matters described in Section 2.4(h2.4(l)), (l) any Liabilities arising from any infringement, misappropriation or violation by any Seller Entity of any Intellectual Property of any Person to the extent related to the Business and occurring prior to the Closing (excluding, for avoidance of doubt, any infringement, misappropriation or other violation occurring during the period after the Closing, any Liabilities for which shall be the responsibility of the Buyer and constitute Assumed Liabilities), subject to the provisions set forth in Schedule 10.1(d); (xiiim) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely subject to the extent reflected in Final Net Working Capital; Buyer’s obligations under Section 7.1, any Liabilities (xivi) all Liabilities arising out of or relating to any product transaction, change in control, or retention arrangements and agreements between the Seller Entities or their respective Affiliates and any Business Employee (including any Transferred Employee), including the retention agreements scheduled on Schedule 2.4(m) (collectively the “Retention Agreements”); (ii) for severance amounts paid, payable or otherwise owing to any employee or other service provider of the Business Seller Entities who does not become a Transferred Employee or, except as set forth in Section 7.1, that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired otherwise triggered in connection with the Business prior to the ClosingTransactions, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other thanincluding, for the avoidance of doubt, products or services sold or delivered by severance in respect of the Purchased Entities in the ordinary course of their respective businessespersons set forth on Schedule 2.4(m); provided, that and (iii) for purposes the employer portion of any Taxes arising from the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth payments described in subsections (ai) and (bii) above; (n) the PTO balance, if any, consistent with the applicable Seller Entity’s paid time off policy of each Transferred Employee in excess of [***] hours as of the applicable Employee Transfer Date; (o) all Liabilities associated with cash incentive or commission opportunities with respect to each Transferred Employee with respect to any performance period (or portion thereof) prior to or as of the applicable Employee Transfer Date, including the employer portion of any Taxes arising therefrom; and (p) any Liabilities associated with the matter set forth on Schedule 2.4(p).

Excluded Liabilities. (a) Purchaser The Buyer shall not assume or become responsible for, and shall not be deemed responsible to have assumed pay, perform or to have become responsible for, discharge any Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”):). The Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liabilities of the Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (b) any Liability for (i) Taxes of the Seller (or any stockholder or Affiliate of the Seller) including any Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period, (ii) Taxes of the Seller that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of the Seller pursuant to Section 6.14, or (iii) any Taxes of Seller (or any stockholder or Affiliate of the Seller) of any kind or description (including any Liability for Taxes of the Seller (or any stockholder or Affiliate of the Seller) that becomes a Liability of the Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (c) any Liabilities relating to or arising out of the Excluded Assets; (d) any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date; (e) any product Liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by the Seller, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by the Seller; (f) any recall, design defect or similar claims of any products manufactured or sold or any service performed by the Seller; (g) any Liabilities of the Seller arising under or in connection with any Benefit Plan providing benefits to any present or former employee of the Seller; (h) subject to Section 6.24 with regard to the ▇▇▇▇▇ Debt Obligation, any Liabilities of the Seller for any present or former employees, officers, directors, retirees, independent contractors or consultants of the Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments; (i) any Liability Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any Excluded Asset actions or omissions of the operation or conduct by Sellers or Seller; (j) any trade accounts payable of their the Seller (i) to the extent not accounted for on the Interim Balance Sheet, (ii) which constitute intercompany payables owing to Affiliates of any business (other than the Business)Seller, (it being understood that iii) which constitute debt, loans or credit facilities to financial institutions, or (iv) which did not arise in the fact that a particular Liability ordinary course of business; (k) any Liabilities of the Business relates relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets issued by the Business’ customers to salesthe Seller on or before the Closing, purchases (ii) did not arise in the ordinary course of business, or other business interaction among (iii) are not validly and effectively assigned to the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded Buyer pursuant to this Section 2.5)Agreement; (l) any Liabilities related to or arising out of any dispute or claim by or among the Seller, any stockholder of the Seller, or any officer or director of the Seller, including but not limited to any dispute or claim alleging or involving a breach of fiduciary duty of any Person; (m) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 8.03 as the Seller Indemnitees; (n) any Liabilities under the Excluded Contracts or any other Contracts, including Intellectual Property Agreements, (i) which are not validly and effectively assigned to the Buyer pursuant to this Agreement; or (ii) any Liability except as set forth in Section 2.03(b), to the extent such Liabilities arise out of any or relate to a breach by the Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or such Contracts prior to Closing; (iiio) any Liability Liabilities associated with respect to Taxes relating to debt, preferred securities, loans or arising out credit facilities of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with Seller and/or the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating owing to or at any time arising under any Company Plan (including any Foreign Plan), financial institutions or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10);Person; and (vip) any Liability pursuant to this AgreementLiabilities arising out of, any Ancillary Agreement in respect of or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered failure by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser Seller or any of its Affiliates) pursuant Affiliates to Section 414 of the Code comply with any Law or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveGovernmental Order.

Excluded Liabilities. 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 set forth in Section 1.3: (a) Purchaser Buyer, the Merger Subsidiary and Parent shall not not, directly or indirectly, assume or become responsible forliable for any other debt, and shall not be deemed to have assumed obligations, indebtedness or to have become responsible for, any Liabilities other liabilities or obligations of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates the Stockholders, whether or not such liabilities are required to be set forth on a Seller balance sheet prepared in accordance with GAAP, arise under any employment agreement or other Contract or writing (excluding other than the Purchased Entitiesspecific Assumed Contracts referred to in Sections 1.1(e) and identified on the schedule thereto and the transactions contemplated in and by this Agreement, subject to Section 2.5(b)) (together with the Liabilities described including without limitation those agreements and documents identified and referenced in Section 2.5(b)1.7) or result from any contingencies or claims of any third person, firm, entity or Governmental Entity or regulatory authority; and (b) Seller or the “Excluded Liabilities”): (i) any Liability Stockholder, as the case may be, shall remain solely responsible for all liabilities and obligations not assumed by Buyer under this Agreement as Assumed Liabilities or otherwise undertaken by Buyer under this Agreement. For the avoidance of doubt, only to the extent arising out from events that have occurred prior to Closing, and subject to the requirement that written notice of any such claims that are received by Buyer be tendered within 30 days of receipt by Buyer to the Seller and the Stockholders, (i) subject to the last sentence of this Section 1.4, any and all VAT or relating other Pre-Closing Tax obligations shall be retained by Stockholders and the Seller pursuant to Section 4.11 hereof, and (ii) any Excluded Asset fines, penalties, debts or liabilities incurred by Seller, DiscCo or any of the operation Stockholders in connection with the failure by the Company or conduct 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 Sellers Seller, Disco or any of their Affiliates Subsidiaries, directly or through distributors or fulfillment centers to retail consumers located in countries under the jurisdiction of such governmental agencies or authorities, as determined, claimed and assessed by such applicable governmental agencies or authorities, shall for all purposes be deemed to be Excluded Liabilities. Notwithstanding the foregoing, any business (other than the Business), (it being understood that the fact that a particular Liability tax consequences of the Business relates Merger, as defined in Section 1.7, or any related liabilities, whether to salesDiscCo, purchases to ▇▇▇▇▇▇▇ as the sole Stockholder of DiscCo, or other business interaction among to ▇▇▇▇▇▇▇▇ as a former Stockholder of DiscCo, arising as a result of the Business Merger failing to qualify as a tax-free merger under Section 368 and HTTrelated sections of the Internal Revenue Code, Rthereby resulting in taxes to DiscCo, ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other thanshall not, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery purposes of this Agreement and the consummation (or the preparation for Merger, be considered a Pre-Closing Tax obligation, shall be excluded from the consummation) Stockholders’ responsibility under Section 4.11, and shall remain covered by the tax indemnity agreement by Buyer and Buyer’s Affiliates in favor of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors ▇▇▇▇▇▇▇ and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.”

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Insilco (or any predecessor of Insilco or any prior owner of all or part of its businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Insilco (all such liabilities and obligations not being assumed being herein referred to as the "EXCLUDED LIABILITIES"), and, notwithstanding anything to the contrary in this Section 4.04, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) Purchaser shall not assume any liability or become responsible forobligation of Insilco, and shall not be deemed to have assumed or to have become responsible for, any Liabilities of Sellers or any member of Sellers’ Affiliates that are not Assumed Liabilitiesany consolidated, including the following Liabilities affiliated, combined or unitary group of which Insilco is or relating to any Seller or any of Sellers’ Affiliates has been a member, for Taxes (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”): other than (i) Taxes of Insilco Sub One, Insilco Sub Three, TCI, Arup and Dalian for any Liability to the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); Post-Closing Tax Period (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely Tax liability to the extent reflected in the Final Net Working Capital; Capital or (xiviii) all Liabilities arising out of or relating to any product of the Business that for which Seller is not liable under Section 9.06(b) or as otherwise expressly set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired herein); PROVIDED that Transfer Taxes incurred in connection with the Business transactions contemplated by this Agreement and Apportioned Obligations shall be paid in the manner set forth in Section 9.06(c) hereof; (b) except to the extent provided in Sections 10.02, 10.03 and 10.04, any liability or obligation relating to employee benefits or compensation arrangements existing on or prior to the ClosingClosing Date, including all product returnincluding, replacementwithout limitation, rebateany liability or obligation under any of Seller's employee benefit agreements, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating theretoplans or other arrangements; and (xvc) those Liabilities arising out of and any liability or obligation relating primarily to an Excluded Asset. Notwithstanding the Reorganization Actions foregoing clause (including any Transfer Taxes and any costs related to obtaining any required third party consents related theretoc). (b) Purchaser shall not assume or become responsible for, the fact that a Purchased Asset is sold between the date hereof, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other thanand therefore becomes an Excluded Asset pursuant to Section 4.02(d)), for the avoidance of doubt, products shall not cause any product liability or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations warranty claim described in Section 3.4, the Final Net Working Capital shall not include any 4.03(c)(iii) arising from such sale to become an Excluded Liabilities as set forth in subsections (a) and (b) aboveLiability.

Excluded Liabilities. Except for the Assumed Liabilities, Purchaser (aand the Purchaser Affiliate) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed liable or to have become responsible forfor any Liability of Seller, any Liabilities direct or indirect subsidiary of Sellers Seller (each, a “Subsidiary”) or any other Affiliate of Sellers’ Affiliates that are not Assumed LiabilitiesSeller, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding other than the Purchased Entities, subject to Section 2.5(b)) Subsidiary (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”):). Without limiting the foregoing, Purchaser (and the Purchaser Affiliate) shall not be obligated to assume, and does not assume, and hereby disclaims any of the following Liabilities of Seller, its Subsidiaries or its Affiliates: (ia) any Any Liability to the extent arising out of or relating attributable to any Excluded Asset assets, properties or Contracts not included in the operation or conduct by Sellers or any of their Affiliates of any business Purchased Assets, except Liabilities attributable to Non-Assignable Assets (other than the Business), (it being understood that the fact that for which Seller and Purchaser have reached a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded mutually acceptable arrangement pursuant to this Section 2.51.5(b)); (iib) any Any Liability for breaches of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated Contract on or prior to Closingthe Closing Date; (iiic) Any Liability for accounts payable of Seller on or prior to the Closing Date; (d) Except as otherwise specifically provided in Section 12 or as may be required under the Real Property Lease, any Liability with respect to for Taxes relating attributable to or arising out imposed upon Seller or any of its Affiliates, or attributable to or imposed upon the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4any Pre-Closing Period; (ive) Any Liability for or with respect to any Liability loan, or other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Lawsindebtedness for borrowed money, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release Liabilities owed to Affiliates of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental ConcernSeller; (vf) Any Liability arising from accidents, occurrences, misconduct, negligence, breach of fiduciary duty or statements made or omitted to be made (including libelous or defamatory statements) on or prior to the Closing Date, whether or not covered by workers’ compensation or other forms of insurance; (g) Any Liability arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including any Liability for (Ai) relating to the service infringement or employment with the Business misappropriation of any Intellectual Property Rights or termination of service or employment from the Business any other rights of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Planright of privacy or publicity); (ii) breach of product warranties (which shall not include repairs, fixes or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business replacements in the ordinary course of its business business); (iii) injury, death, property damage or other losses arising with respect to or caused by Seller Products or the manufacturer or design thereof; or (yiv) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) violations of the Disclosure Schedule), or any Legal Requirements (B) the real property located in Freeport, Illinois including federal and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreementstate securities laws); (viiih) Any Liability arising out of any Employee Benefit Plans or any contract of insurance for employee group medical, dental or life insurance plans; (i) Any Liability under any Contract with an Employee or Consultant of Seller incurred as of or prior to the Closing; (j) Any Liability for making payments of any kind to Employees (including as a result of the Transaction, the termination of an employee by Seller, wages, stock options, accrued vacation or sick pay, or other claims arising out of the terms of employment with Seller), or with respect to payroll taxes relating to any Pre-Closing Period; (k) Except as otherwise set forth in this Agreement, any Liability for or obligation related to any costs, fees, Taxes and expenses (i) incurred in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery making or performance of this Agreement and the consummation Transaction or (ii) related to or arising from the preparation for the consummation) acquisition of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountantsBusiness by Purchaser; (ixl) those Liabilities arising out of Any costs or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Scheduleexpenses incurred in connection with shutting down, de-installing and removing equipment not purchased by Purchaser and any costs or expenses associated with any Contracts not assumed by Purchaser hereunder; (xm) Liabilities arising out of or relating to any matters Except as otherwise set forth on Sections 4.9 in this Agreement, any Liability for expenses and 4.20 fees incurred by Seller incidental to the preparation of the Disclosure ScheduleTransaction Agreements, preparation or delivery of materials or information requested by Purchaser, and the consummation of the Transaction, including all broker, counsel and accounting fees; (xin) all Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities arising under on or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not Closing Date, or any Liability of Seller for a Post-Signing Assumed Contract; (xii) all Liabilities violation of the Sellers arising out of such a Legal Requirement that occurred on or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xvo) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Any Liability to the extent arising out any stockholder of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveSeller.

Excluded Liabilities. (a) Purchaser Except for the Assumed ReShape IGB Liabilities, Apollo shall not assume or become responsible forassume, and shall not be deemed to have assumed or to have become responsible no liability for, any Liabilities of Sellers ReShape or any ReShape Affiliate of Sellers’ Affiliates any kind, character or description, it being understood that are not Apollo is expressly disclaiming any express or implied assumption of any Liabilities other than the Assumed LiabilitiesReShape IGB Liabilities including, including the following without limitation all Liabilities of arising out of, resulting from or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded ReShape Liabilities”): (ia) any Liability and all Claims, regardless of when such Claim was first commenced or made, that arose out of, relates to or results from the extent arising out development, nonclinical and clinical testing, commercialization, manufacture, storage, packaging, import, marketing, labeling, pricing, distribution, sale or use of or relating to any Excluded Asset or the operation or conduct by Sellers ReShape IGB Product or any of their Affiliates of any business (other than the Business)ReShape IGB Assets, (it being understood that the fact that a particular Liability of the Business relates to salesin each case, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and such Claims relating to the Reorganization Actions (including any Transfer Taxes warranty obligations, marketing programs, patient incentive programs and any costs related to obtaining any required third party consents related thereto).alleged intellectual property infringement; (b) Purchaser any and all products liability Claims that arose out of, relates to or results from any ReShape IGB Product sold prior to the Closing (including Claims alleging defects in such ReShape IGB Product and Claims involving the death of or injury to any individual relating to such ReShape IGB Product); (c) any recalls (including after the Closing) mandated by any Governmental Body with respect to any ReShape IGB Products manufactured or sold prior to the Closing; (d) any and all Claims for ReShape IGB Products manufactured prior to the Closing, including but not limited to product liability and infringement of Intellectual Property whether or not sold prior to the Closing; (e) any of the Excluded ReShape Assets; (f) Taxes (other than Transfer Taxes, which shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: governed solely by Section 2.8) (i) in respect of or imposed upon ReShape or any Liability of its Affiliates for any taxable period, or (ii) imposed with respect to the extent arising out of relating ReShape IGB Assets or the ReShape IGB Business for any taxable period (or portion thereof) ending on or prior to any Purchased Entity Excluded Assetthe Closing Date; (iig) any Liability Contract, other than a ReShape IGB Business Contract and subject to the limitations set forth in Section 2.3, to which Apollo or any of its Affiliates is a party or by which any Purchased Entity for any Indebtedness, including any guarantee of Indebtednessits properties or assets are otherwise bound; (iiih) any Liability with respect to Taxes current or former employee or contractor of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser ReShape, or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vii) all ReShape Accounts Payable, including any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) unpaid accounts payable related to any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv)ReShape IGB Inventory; and (viiij) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes all Liabilities set forth on Part 2.4 of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveReShape Disclosure Schedule.

Excluded Liabilities. (aNotwithstanding anything in Section 2.02(a) Purchaser or Section 2.02(b) to the contrary, as of the Closing, the Delayed Closing or any applicable Later Closing, Parent or its Affiliates shall not assume retain or become responsible forassume, as applicable, and shall not be deemed to responsible for paying, performing and discharging when due, and none of Buyer or its Affiliates shall assume or have assumed or to have become responsible any responsibility for, any Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of Parent or relating to any Seller or any of Sellers’ its Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”): (i) any Liability to the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will those Liabilities not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or case of those Liabilities shared by the generationBusiness and the Medical Device Business, use, handling, presence, treatment, storage, transportation, disposal or Release only that portion of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating such Liabilities not attributable to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to shall be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10excluded hereby); (viii) those Liabilities relating to or arising from any Liability Parent Plan or for which Parent or its Affiliates are responsible pursuant to this Agreement, Article VI but excluding Employment Related Liabilities in respect of any Ancillary Agreement Continuing Employee which are assumed by operation of Law by the Buyer or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior its Affiliates pursuant to the Closing Date Transfer Regulations (other thanand which, for the avoidance of doubt, are intended to be included within the definition of Indebtedness); (xiii) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract those Liabilities set forth on Section 2.5(a)(vii2.02(c)(iii) of the Seller Disclosure Schedule; (iv) those Liabilities relating to or arising out of product warranty obligations (express or implied) and product liability claims (other than product or packaging complaints that do not arise out of injury to person or property and other than product recalls) for products of the Business sold prior to the Closing; (v) all accounts payable, Expenses and Indebtedness of Parent or its Affiliates (other than accounts payable of any Transferred Subsidiary included in the calculation of Net Working Capital and Indebtedness of any Transferred Subsidiary); (vi) all intercompany payables and loans between Parent or any of its Affiliates (other than the Transferred Subsidiaries), on the one hand, and any Affiliates of Parent (other than the Transferred Subsidiaries), on the other hand; (vii) (A) all obligations of Parent or its Affiliates to any broker, finder or agent for any investment banking or brokerage fees, finders’ fees or commissions relating to the transactions contemplated by this Agreement and (B) the real property located in Freeport, Illinois and Chonan, South Korea (any other than Assumed Liabilities set forth in Section 2.4(e) fees or as set forth in any Ancillary Agreement)expenses for which Parent or its Affiliates are expressly responsible for hereunder; (viii) any Liability for or obligation related all Liabilities relating to any costsconfidentiality, fees, Taxes and expenses non-solicitation or similar agreements entered into by Parent or any of its Affiliates or its or their Representatives in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountantsrelating to an Acquisition Proposal; (ix) those all Liabilities arising from or relating to any Actions involving Parent or any of its directors or officers relating to or arising out of this Agreement or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Scheduletransactions contemplated hereby; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent it relates to or arises out of any Excluded Asset or is not primarily related to the Business or the Purchased Assets; (xi) any Liability related to or arising out of relating to any Purchased Entity Excluded Assetthe Restructuring; (iixii) without limiting the rights and obligations of the parties under Article VII, any Liability of any for Taxes relating to the Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability Assets with respect to Taxes any Pre-Closing Tax Period, determined in accordance with the principles of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv)7.01; and (viiixiii) any Liability, obligations or covenants to the extent Liability arising out of or relating the failure to any assets, properties, entities or business operations divested advertise the transactions contemplated by any Purchased Entity prior to the Closing Date this Agreement by Halyard Health South Africa (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes Pty) Ltd. under Section 34 of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections Insolvency Act (a) and (b) aboveSouth Africa).

Excluded Liabilities. (a) Purchaser Other than as set forth in Section 1.03, Buyer shall not assume or become responsible forliable for (and nothing contained in this Agreement shall be construed as an assumption by Buyer of) the payment of any debts, and shall not be deemed to have assumed liabilities, losses, accounts payable, bank indebtedness, mortgages, real or to have become responsible for, any Liabilities personal property leases or other liabilities or obligations of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”): (i) any Liability to the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that whether the fact that a particular Liability same are known or unknown, now existing or hereafter arising, of whatever nature or character, whether absolute or contingent, liquidated or disputed, including, without limitation, any and all liabilities arising from, or related to, the Business relates to salesownership, purchases or other business interaction among the Business operation and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out maintenance of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (viintellectual property) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser Effective Time. Seller shall not assume or become be responsible for, and the Excluded Liabilities shall include all of the liabilities, obligations and undertakings of Seller not expressly assumed by Buyer pursuant to Section 1.03 hereof, and such liabilities, obligations and undertakings shall remain the sole liabilities, obligations and undertakings of Seller. Without limiting the generality of the foregoing, Seller shall be deemed to have assumed or to have become responsible for, and the following Excluded Liabilities of any Purchased Entity: shall include, (i) all of Seller’s deferred compensation obligations including any Liability notes payable to any Owner, (ii) the obligations and liabilities of Seller under the Lease Agreement between Source Alpharetta, Inc. and Seller, dated as of December, 2003, (iii) the Agreement of Amendment and Release, dated December 26, 2002, among Seller, IM Comet, Inc., HMTS and Profitmark, (iv) the Agreement and Release, dated December 23, 2004 among Seller, HMTS and Profitmark, HealthDataInsights, Inc. and Healthcare Solutions, LLC and (v) all of the liabilities for any Taxes imposed by any Tax Authority pursuant to any Law applicable to the sale, transfer and conveyance of the Assets and all of the liabilities of Seller for any other Taxes imposed by any Tax Authority other than payroll Taxes to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible included in Employee Accruals pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv1.03(b), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. Except as set out in Section 2.3 above, the Purchaser Group does not assume and will not be liable for any obligations or liabilities of the Vendor Group whatsoever including, without limiting the generality of the foregoing: (a) Purchaser shall any liabilities and obligations (including Claims) arising out of or based upon the Vendor Group’s ownership of the Assets or operation of the Purchased Business and/or Subsidiaries, relating to the period up to the Time of Closing other than the Assumed Liabilities (whether or not assume arising prior to or following the Time of Closing); (b) any Indebtedness of the Vendor Group (other than the Assumed Indebtedness); (c) any single-trigger or lump sum transaction bonuses or retention bonuses payable to Transferred Personnel; (d) the Excluded Tangible Liabilities; (e) any obligations or liabilities arising at any time in respect of any employees or contractors other than the Transferred Personnel; (f) any obligations or liabilities arising at any time in respect of any real property leases or sub-leases other than the Office Leases; (g) all Taxes that may be or become responsible forpayable by the Vendor’s Group with respect to a Pre-Closing Tax Period, including: (i) any Tax liability of the Vendor’s Group; (ii) any Taxes resulting from or arising as a consequence of the sale by the Vendor Group to the Purchaser Group of the Assets herein contemplated (other than any Transfer Taxes required to be borne by Purchaser (on behalf of the Purchaser Group) pursuant to Section 7.2 hereof); and shall not (iii) any Taxes of the Subsidiaries that may be deemed to have assumed or to have become responsible for, any Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including payable by the following Liabilities of or relating Subsidiaries with respect to any Seller Pre-Closing Tax Period; (h) any liabilities of the Vendor’s Group arising or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together incurred in connection with the Liabilities described in Section 2.5(b)negotiation, preparation, investigation and performance of this Agreement and the “Excluded Liabilities”):other Transaction Documents and the transactions contemplated hereby and thereby; (i) any Liability to the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes liabilities relating to or arising out of the Business or the Purchased Excluded Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other thanwhich, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to shall exclude any costs, feesexpenses, Taxes and expenses or any other liabilities arising under the Transition Services Agreement (whether in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery performance of this such Transition Services Agreement and or pursuant to the consummation (or the preparation for the consummation) terms of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants;Transition Services Agreement)); or (ixj) those Liabilities arising out any Claims, liabilities or other obligations of the Vendor Group not directly related to or relating associated with the Purchased Business; provided, however, that all Taxes attributable to the Business that are expressly set forth on Section 2.5(a)(ix) ownership or operation of the Disclosure Schedule; Assets (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other thanincluding, for the avoidance of doubt, products the Subsidiaries) or services sold or delivered by the Purchased Entities in Business during any Post-Closing Tax Period (excluding income or capital gains taxes from the ordinary course sale of their respective businesses); provided, that for Assets or Purchased Business pursuant to this Agreement) are the responsibility of the Purchaser Group. For the purposes of this Agreement, ad valorem taxes, property taxes and other Taxes attributable to the determinations in Section 3.4ownership or operation of the Assets or the Purchased Business shall be prorated based on the percentage of the assessment period occurring before the Closing Date, and the Final Net Working Capital portion allocable to any Post-Closing Tax Periods shall not include any Excluded Liabilities as set forth in subsections (a) and (b) abovebe for the account of the Purchaser Group.

Excluded Liabilities. (a) Purchaser shall Buyer is assuming only the Assumed Liabilities and is not assume assuming any other liability or become responsible for, and shall not be deemed to have assumed or to have become responsible for, any Liabilities obligation of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any its Subsidiaries of Sellers’ Affiliates whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain liabilities and obligations of Seller and/or its Subsidiaries, as applicable (excluding the Purchased Entities, subject all such liabilities and obligations not being assumed being herein referred to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), as the “Excluded Liabilities”):). Excluded Liabilities include, but are not limited to, the following: (ia) any Liability liability or obligation of Seller or any of its Subsidiaries for personal injury or tort, or similar causes of action, to the extent arising out of, associated with, relating to, or incurred in connection with the ownership of or relating to any Excluded Asset the Purchased Assets or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for Closing; provided that the avoidance of doubt, (x) products foregoing shall not include any such liabilities or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is Environmental Matters (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed other than as provided in Section 2.4(h2.04(d)); (xiiib) any intercompany accountsliability or obligation of Seller, notes or other payables of Sellers, other than trade payables arising out any member of any purchases from R▇▇▇▇▇▇▇▇▇ consolidated, affiliated, combined or Juarez solely unitary group of which Seller is or has been a member, for Taxes (including liabilities for Taxes allocated to Seller under Article 8 and except to the extent reflected explicitly assumed in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business Section 2.03); provided that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired Transfer Taxes incurred in connection with the Business prior transactions contemplated by this Agreement and Apportioned Obligations shall be borne and paid in the manner set forth in Section 8.01 hereof; (c) any liability or obligation to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and extent associated with or relating to the Reorganization Actions an Excluded Asset (including any Transfer Taxes and any costs related to obtaining any required third party consents related theretoliability incurred in connection with Seller’s removal of the Excluded Assets). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (iid) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of IndebtednessExcluded Environmental Liabilities; (iiie) all of Seller’s or its Subsidiaries’ obligations arising under any Liability with respect outstanding payable arising prior to Taxes of Closing between the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser Seller or any of its Affiliates) pursuant to Section 414 Subsidiaries in respect of the Code Business, on the one hand, and Seller or Section 4001(b) any Affiliate of ERISAthe Seller in respect of any other business, division, group or function, on the other hand; (vif) any Liabilities of the types described except as provided in Sections 2.5(a)(ivSection 2.03(h) or Section 2.03(i), (v)(A)all liabilities and obligations with respect to, (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to to, the Business Employees or any assetscurrent or former employee of Seller or its Affiliates (including, propertieswithout limitation, entities all liabilities and obligations arising from any Transferred Employee’s employment by Seller or business operations divested by any Purchased Entity prior to its Affiliates or the Closing Date (other than, for the avoidance termination of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businessessuch employment and including all Retained Union Employee Benefit Liabilities); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital foregoing liabilities and obligations shall not include any Excluded Liabilities Assumed Environmental Liabilities; and (g) except as set forth provided in subsections (a) Section 2.03(i), all liabilities and (b) aboveobligations with respect to, or relating to, any Employee Plan or any other pension, profit sharing, stock bonus, stock option, thrift or other retirement plan, medical, hospitalization, dental, life, disability, vacation or other insurance or benefit plan, employee stock ownership plan, deferred compensation, stock ownership, stock purchase, bonus, benefit or other incentive plan, severance plan or other employee benefit plan relating to Seller, its Affiliates or their respective current or former employees, or under or with respect to which Seller or its ERISA Affiliates have or may have any obligation or liability.

Excluded Liabilities. (a) Purchaser Except as and to the extent specifically set forth in Section 2.4 or the LMA, the Univision Parties shall not assume or become responsible for, and shall not in any manner be deemed to have assumed or to have become responsible for, liable for any Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates Entravision Parties (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”):), including without limitation: (ia) any Any Liability with respect to the Entravision Stations or the Sale Assets to the extent arising out of or relating to any Excluded Asset occurrence or event happening before the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iiib) Any Liability with respect to any Action related to the Sale Assets pending as of the Closing (including but not limited to each Action set forth in Item 4 on Schedule 2.1(d)), and any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating Action related to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to Sale Assets commenced after the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of occurrence or event happening before the Disclosure ScheduleClosing; (xic) all Liabilities arising Any Liability for any violation by the Entravision Parties of any Law or Order; (d) Any Liability of the Entravision Parties for any breach or failure to perform under or relating to any Contract that is (A) not a Purchased Station Contract, or (B) a Material any breach or failure to perform under any Station Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) Closing Date, whether or not such Contract is not a Post-Signing Assumed Contractto be assumed by the Univision Parties hereunder, including any breach arising from assignment of such Contracts without consent of third parties; (xiie) all Liabilities Except to the extent the Univision Parties receive a credit pursuant to the determination of the Sellers arising out proration items pursuant to Section 2.6 hereof, any Liability of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h)the Entravision Parties for Taxes; (xiiif) any intercompany accounts, notes Any Liability to or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations Entravision Parties’ employees (including Ordinary Course Warranty Obligationsthe Station Employees) relating theretowhether arising in connection with the Transactions or under Contract or otherwise, and all products liabilities including but not limited to wages, salaries, severance, benefits and accrued but unused vacation time, except for Liabilities arising after the Closing Date for any Transferred Employee; (including Products g) Any Liability Claimsof the Entravision Parties for borrowed money; (h) relating theretoAny Liability with respect to any Excluded Asset; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveBenefit Plan.

Excluded Liabilities. (a) Purchaser Notwithstanding the provisions of Section 2.3 or any other provision in this Agreement to the contrary, Buyer shall not assume or become responsible for, and shall not be deemed responsible to have assumed pay, perform or to have become responsible for, discharge any Liabilities of Sellers Seller of any kind or any of Sellers’ Affiliates that are not nature whatsoever other than the Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”):). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (ia) any Liability to the extent Liabilities of Seller arising out of or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (b) any Liability for (i) Taxes of Seller (or any stockholder or Affiliate of Seller) or relating to any Excluded Asset the Business, the Purchased Assets or the operation Assumed Liabilities for any Pre-Closing Tax Period; or conduct by Sellers (ii) other Taxes of Seller (or any stockholder or Affiliate of their Affiliates Seller) of any business kind or description (other than the Business), including any Liability for Taxes of Seller (it being understood or any stockholder or Affiliate of Seller) that the fact that becomes a particular Liability of the Business relates to sales, purchases Buyer under any common law doctrine of de facto merger or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and transferee or successor liability or otherwise by operation of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5contract or Law); (iic) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes Liabilities relating to or arising out of the Excluded Assets (unless and until such time as an Excluded Asset, with respect to the Liabilities relating to or arising out of such Excluded Asset, becomes a Purchased Asset pursuant to the terms of this Agreement); (d) any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service extent such Action relates to such operation on or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement)Date; (viiie) any product Liability or similar claim for injury to a Person or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising property which arises out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) is based upon any express or implied representation, warranty, agreement or guaranty made by Seller, or by reason of the Disclosure Schedule; (x) Liabilities arising out improper performance or malfunctioning of a product, improper design or relating manufacture, failure to any matters set forth on Sections 4.9 and 4.20 adequately package, label or warn of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes hazards or other payables of Sellers, other than trade payables arising out related product defects of any purchases from R▇▇▇▇▇▇▇▇▇ products at any time manufactured or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of sold or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business service performed by Seller prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and; (xvf) those Liabilities arising out any recall, design defect or similar claims of and relating any products manufactured or sold or any service performed by Seller prior to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto).Closing; (bg) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following any Liabilities of Seller arising under or in connection with any Purchased Entity:benefit plan providing benefits to any present or former employee of Seller; (h) any Liabilities of Seller for any present or former employees, officers, directors, retirees, independent contractors or consultants of Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, employee deferred compensation including stock option plans, grants and agreements, severance, retention, termination or other payments; (i) any Liability to the extent arising out all trade accounts payable of relating to any Purchased Entity Excluded AssetSeller; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (ivj) any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Entities to the extent not related to Assets issued by the Business; (v) any Liability of a Purchased Entity arising because it is ’ customers to Seller on or has been treated as a single employer with any other Person (other than before the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv)Closing; and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.or

Excluded Liabilities. (a) Purchaser Notwithstanding anything to the contrary contained in this Agreement, Buyer and its Affiliates shall not assume by virtue of this Agreement or become responsible any Other Transaction Agreement, or the transactions contemplated hereby or thereby, or otherwise, and shall have no liability for, and Sellers shall not retain and be deemed to have assumed or to have become fully responsible forfor paying, performing and discharging when due, any and all Liabilities of Sellers or any of Sellers’ their Affiliates that are not other than the Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”):): Without limiting the generality of the foregoing, the Excluded Liabilities include: (a) any Liabilities of Sellers in respect of any Excluded Assets or other assets of Sellers that are not Purchased Assets; (b) (i) any Liability Liabilities for Taxes imposed with respect to, arising out of or relating to the Purchased Assets, the Assumed Liabilities or the Business that are incurred in, or attributable to, any Pre-Closing Tax Period (such Taxes for a Straddle Period to be allocated in accordance with Section 7.1); (ii) any Transfer Tax allocated to Sellers under Section 7.3; (iii) any Taxes imposed under, or triggered by, any applicable “bulk sales”, “bulk transfer” or similar Laws as a result of the transactions contemplated by this Agreement, other than Transfer Taxes payable pursuant to Section 7.3; (iv) any withholding Taxes imposed on Buyer or any of its Affiliates resulting from the transactions contemplated by this Agreement, to the extent not withheld pursuant to Section 2.8; (v) any Taxes imposed with respect to, arising out of or relating to any Excluded Asset or Excluded Liability; and (vi) any Taxes imposed on the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates Taxes allocated to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability Buyer pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (viic) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested fines and penalties imposed by any Seller Governmental Entity resulting from any act or omission of Sellers and not related to the Purchased Assets and any Liabilities arising out of, in respect of or in connection with the Business prior failure by Sellers or any of Sellers’ Affiliates to the Closing Date (other than, for the avoidance of doubt, (x) products comply with any Law or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement)Order; (viiid) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, Liabilities of Sellers arising as a result of their execution and delivery of this Agreement and or any Other Transaction Agreement, the performance of Sellers’ obligations hereunder or thereunder or the consummation (or the preparation for the consummation) by Sellers of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountantshereby or thereby; (ixe) those any Liabilities arising out of Sellers or their Affiliates relating to the Business that are expressly set forth on Section 2.5(a)(ix) current or former employees or independent contracts of the Disclosure Schedule; (x) Liabilities arising out of Sellers or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating theretoits Affiliates; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (if) any Liability to the extent arising out indebtedness for borrowed money of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveSellers.

Excluded Liabilities. All Claims against Seller, and all Liabilities of Seller which are (ax) Purchaser enumerated below in this Section 2.4 or (y) not specifically assumed by Buyer pursuant to Section 2.3 are collectively referred to herein as the “Excluded Liabilities.” Buyer shall not assume assume, be deemed to have assumed, or become otherwise be responsible or liable for, any of the Excluded Liabilities. Notwithstanding Section 2.3, the following claims against, and liabilities of, Seller are Excluded Liabilities and shall not be deemed to have assumed or to have become responsible for, discharged by Buyer: (a) any and all Liabilities for Taxes of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ its Affiliates (or any shareholder or equity owner of Seller or Affiliate or for which such Seller or Affiliate may be liable, but excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”): (i) those expressly enumerated in Section 2.3, and (ii) any Liability to the extent arising out of or relating to any Excluded Asset or the operation or conduct Transaction Taxes (which shall be governed by Sellers or any of their Affiliates of any business (other than the BusinessSection 7.1(a), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (iib) any Liability and all Liabilities for indebtedness of any Seller for with respect to borrowed money (Aother than obligations with respect to capitalized leases that are Assumed Contracts); (c) any Indebtednesspre-Closing litigation claim or assessment, including breach of Contract (excluding Buyer’s obligation to pay the Cure Amounts with respect to the Assumed Contracts), tort, infringement, violation of Law by Seller or any guarantee of Indebtedness its Affiliates arising from any facts, events or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated circumstances arising on or prior to Closingthe Closing Date, in each case, of any kind or nature whatsoever and whether related to the Acquired Assets or the Business or otherwise and regardless of when commenced; (iiid) any Liability and all Liabilities (i) that are the subject of any dispute, litigation, arbitration, judgment, order, decree or other proceeding as of the Closing Date, (ii) with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business periods prior to the Closing Date and are or could be asserted as a claim in litigation or arbitration after the Closing Date, or (other thaniii) arising as a result of actions or omissions with respect to services provided to customers prior to the Closing (including, without limitation, all matters noticed or pending and scheduled on Schedule 4.14 and any such liabilities or obligations that otherwise would be Assumed Liabilities), except to the extent that any of the foregoing relates to any of the liabilities or obligations expressly enumerated in Section 2.3; (e) any Liabilities of Seller arising out of the ownership or operation of an Excluded Asset, including, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for Employee Benefit Plans (other than as provided in Section 2.4(g)) and those Contracts and Permits which the Sellers are responsible pursuant to Section 8.4constitute Excluded Assets; (ivf) any Liabilities Liability of Seller or any of its ERISA Affiliates under Title IV of ERISA; (g) any Liability of Seller or any of its ERISA Affiliates under COBRA except as provided in Section 6.3(g) below; (h) any pension or retirement Liability of Seller to its current or former employees which are accrued as of the Purchased Entities Closing Date, whether or not under any Employee Plan; (i) all Liabilities with respect to any costs and expenses (including all legal, accounting, financial advisory, valuation, investment banking and other third party advisory or consulting fees and expenses) incurred by or on behalf of Seller or any Affiliates of Seller in connection with the Bankruptcy Case or the transactions contemplated by this Agreement; (j) all Liabilities (i) existing prior to the filing of the Bankruptcy Case that are subject to compromise under the Bankruptcy Case, other than the Cure Amounts and (ii) to the extent not related otherwise expressly assumed herein, incurred subsequent to the Business;filing of the Bankruptcy Case and prior to the Closing; and (vk) obligations, liabilities or amounts payable to any Liability security holder of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser Seller or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Purchaser Buyers shall not assume or become responsible forbe obligated to pay, and shall not be deemed to have assumed perform or to have become responsible for, otherwise discharge any Liabilities liabilities or obligations of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ its Affiliates (excluding including those related to the Purchased Entities, subject to Section 2.5(b)Business) other than those specifically defined herein as the Assumed Liabilities (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”):). The Excluded Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller and its Affiliates. Without limiting the generality of the foregoing, the Excluded Liabilities include the following: (a) With respect to (i) any Liability Business Employees who become employees of Buyers pursuant to this Agreement or operation of Applicable Employment Law in the relevant jurisdiction, all liabilities and obligations with respect to his or her employment by Seller, its Affiliates or the Business prior to the Closing or, if later, prior to the time such individual becomes a New Buyer Employee (including any and all liabilities and obligations for wages, severance, pensions, retiree or other benefits, overtime, workers compensation benefits, occupational safety and health liabilities) and any liabilities and obligations incurred under applicable Law as a result of his or her termination of employment from (or temporary continued employment under applicable Law with) Seller, its Affiliates or the Business (whether by resignation or otherwise) in connection with the consummation of transactions contemplated by this Agreement, except as expressly assumed by Buyer in Section 9.3; and (ii) any Business Employees who do not become employees of Buyers at the Closing whether pursuant to this Agreement or by reason of waiver of their rights under Applicable Employment Law, all liabilities and obligations with respect to his or her employment by Seller, its Affiliates or the Business, whether arising prior to, on or after the Closing; (b) Any liabilities in respect of deferred revenue under the Acquired Contracts in existence at the Closing Date other than the Deferred Revenue Liability; (c) All obligations and liabilities arising out of or relating to the ownership of the Excluded Assets; (d) All accounts payable related to the Acquired Contracts relating to periods which occur prior to the Closing Date; (e) All obligations and liabilities arising out of or relating to any employment arrangement, other services arrangement or Employee Benefit Plan of Seller or its ERISA Affiliates, including any Business Benefit Plan, except as otherwise set forth in Section 9.3 or which otherwise transfer to the Buyer pursuant to Applicable Employment Law; (f) All liabilities and obligations to the extent arising out of or relating to any Excluded Asset the conduct, acts or omissions of Seller or its Affiliates prior to the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any IndebtednessClosing Date, including any guarantee of Indebtedness or such liabilities and obligations (Bi) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out the operation of the Business or the Purchased ownership, use or other exploitation of the Acquired Assets for which prior to the Sellers are responsible for pursuant to Section 8.4; Closing Date or (ivii) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in any Proceeding to the Environmental Reports extent related to the operation of the Business or the generationownership, use, handling, presence, treatment, storage, transportation, disposal use or Release other exploitation of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental ConcernAcquired Assets prior to the Closing Date; (vg) any Liability (A) relating to the service All liabilities and obligations of Seller or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time its Affiliates arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller Transaction Agreement or for costs and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller expenses incurred in connection with this Agreement or any Transaction Agreement or the Business consummation of the transactions contemplated by this Agreement or any Transaction Agreement; and (h) All liabilities for Taxes incurred during taxable periods (or portions thereof) ending on or prior to the Closing Date (other than, for as determined in accordance with Section 8.2(b)) attributable to the avoidance of doubt, (x) products direct or services sold indirect ownership or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) operation of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (Acquired Assets or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto)Business. (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Purchaser 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 in Section 2.4 are not part of the Assumed Liabilities, and neither P66 Opco nor the Partnership Group nor any member thereof has assumed, and shall not assume or become responsible forobligated with respect to, any Liability first incurred, accrued or 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 shall not be deemed attributable to have assumed 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 have become responsible forthe Effective Time, including any Liabilities of Sellers the P66 Parties or any of Sellers’ their Affiliates that are existing immediately prior to the Effective Time, whether or not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates described specifically in this Section 2.5 (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”): (i) any Liability ), all of which shall remain the sole responsibility of, 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 arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not Frac LLC receives from the P66 Parties aggregate Service Fees (as such term is defined in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives each of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ Cavern Storage Agreement and ▇▇▇▇▇▇ 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) the Construction Costs, (b) any cost or Juarez solely expense associated with updating or amending the existing Fractionator permit to the extent reflected in Final Net Working Capital; necessary to reflect the operation of the Fractionator as of the Effective Time and (xivc) all Liabilities arising out of directly or relating to any product indirectly incurred by, or attributable to, the P66 Parties by virtue of the Business that is not set forth on Section 2.4(c) ownership of the Disclosure Schedule and is not a Post-Signing Assumed Productlimited partner interests of P66 Opco by Bravo LLC, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto)Charlie LLC and/or Delta LLC. (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Purchaser The Buyers shall not assume or become responsible for, and shall not be deemed responsible to have assumed pay, perform or to have become responsible for, discharge any Liabilities of the Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ their Affiliates (excluding other than the Purchased Entities, subject to Section 2.5(b)Buyer Group) of any kind or nature whatsoever other than the Assumed Liabilities (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”):). The Sellers shall, and shall cause each of their Affiliates (other than the Buyer Group) to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liabilities of the Seller Group arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (b) any Liabilities for (i) Taxes of or imposed on the Sellers (or any Liability stockholder or Affiliate of the Sellers) (other than the Buyer Group), (ii) Taxes relating to the 17173 Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; or (iii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of the Seller pursuant to Section 6.11; (c) any Liabilities relating to any present or former employee, agent or independent contractor of the Seller Group Companies, whether or not such relevant employees, agents or independent contractors are hired by the Buyer Group, to the extent such Liabilities relate to the matters or events prior to December 31, 2011, including, without limitation, any Liabilities associated with any claims for wages or other benefits, accrued vacation, any unpaid Social Insurance, workers’ compensation, severance, retention, termination or other payments, and all Liabilities in connection with the termination of the employment of any present or former employee, agent or independent contractors of the Seller Group Companies, whether through the Employment Dispatch Agency or not; except for the Severance Credit Liabilities as described in Section 6.04(b) hereof, which Liabilities shall be assumed, performed and discharged by applicable Buyer Group Companies; (d) any Liabilities under the Excluded Contracts; (e) any Liabilities relating to or arising out of the Excluded Assets; (f) all payables of the Seller Group arising under the Assigned Contracts with respect to periods on or prior to December 31, 2011; (g) except as otherwise provided in Section 2.03, any Liabilities arising from the ownership and use of the Purchased Assets or the operation of the 17173 Business (including without limitation, those arising under the Assigned Contracts) on or prior to December 31, 2011 (whether or not claims are made on or before or after December 31, 2011), including without limitation, any Liabilities owed to any Governmental Authorities, any Liabilities relating to intellectual property infringement, any Liabilities arising out of or resulting from the Seller Group’s compliance or non-compliance with any applicable Laws or Governmental Order, any Liabilities arising out of Actions pending as of December 31, 2011 or commenced after December 31, 2011 and arising out of or relating to any Excluded Asset condition existing or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated event happening on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental LawsDecember 31, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto2011; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (ivh) any Liabilities of the Purchased Entities to Seller Group associated with the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is current or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 former shareholders of the Code or Section 4001(b) of ERISA; (vi) Seller Group in their capacity as shareholders, and any Liabilities obligations of the types described in Sections 2.5(a)(iv)Seller Group to indemnify, (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) reimburse or advance amounts to any Liabilities Representatives of the types described Seller Group in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities capacity as set forth in subsections (a) and (b) aboveRepresentatives.

Excluded Liabilities. (a) Purchaser Neither Buyer nor any of its Affiliates shall not assume assume, nor shall they be or become responsible for, and shall not be deemed to have assumed or to have become responsible for, any Liabilities of the Business or of Sellers or any of Sellers’ Affiliates that are not other than the Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”):). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreement: (ia) any Liability to the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental all Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination conduct of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other thanClosing, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth except as specifically provided in Section 2.4(e) or as set forth in any Ancillary Agreement2.3(b); (viiib) all Liabilities to make royalty, milestone or deferred payments or any Liability for or obligation related other contingent payments to any costs, fees, Taxes and expenses third parties in connection with or arising from the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and Products sold prior to the consummation (Closing Date or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities otherwise arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) conduct of the Disclosure ScheduleBusiness prior to the Closing; (xc) all Liabilities arising out of involving any product recalls, adverse events or relating similar events related to any matters set forth on Sections 4.9 and 4.20 of the Disclosure ScheduleBusiness with respect to Products sold prior to the Closing Date; (xid) all Liabilities arising under for (i) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable to the Acquired Assets or relating to any Contract that is (A) not a Purchased Contract, the operations or (B) a Material Contract that (1) is not set forth on Section 2.4(b) the income of the Disclosure Schedule, Business for any Pre-Closing Tax Period; (2e) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 all Liabilities with respect to returns of the datasite to Purchaser Products sold prior to the date hereof and (3) is not a Post-Signing Assumed ContractClosing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (xiif) all Liabilities of the Sellers arising out under this Agreement and the Ancillary Agreements or from the consummation of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h)the Transactions; (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xivg) all Liabilities arising out of or relating to the Retained Business; (h) except as provided in Section 2.3(j), all Liabilities arising under any product agreements, other than any Business Contracts, to conduct clinical studies; (i) all Liabilities under any Business Contracts, including IP Contracts, to the extent such Liabilities arise out of or relate to a breach or default thereunder by any Seller prior to the Business that is not set forth on Section 2.4(cClosing; (j) all Liabilities related to any current or former employees or applicants of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced any Seller (including any severance or repaired other amounts payable to such employees in connection with the Business prior to consummation of the ClosingTransactions), including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating theretoexcept for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (xvk) those all Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto)Business Benefit Plan. (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Purchaser Notwithstanding the provisions of Section 3.1 or any other provision in this Agreement to the contrary, Buyer shall not assume or become responsible for, and shall not be deemed responsible to have assumed pay, perform or to have become responsible for, discharge any Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”): (i) any Liability ). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following, except to the extent arising out specified as an Assumed Liability: 3.2.1. any Liability for (a) Taxes of Seller (or any stockholder or Affiliate of Seller) or relating to any Excluded Asset the Business, the Purchased Assets or the operation Assumed Liabilities for any Pre-Closing Tax Period; (b) Taxes that arise out of the consummation of the transactions contemplated hereby that are the responsibility of Seller pursuant to Section 7.3 (Taxes) of this Agreement; or conduct by Sellers (c) other Taxes of Seller (or any stockholder or Affiliate of their Affiliates of any business (other than the Business), (it being understood Seller) that the fact that becomes a particular Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law relating to the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or period prior to Closing;the Closing Date. (iii) 3.2.2. any Liability with respect to Taxes Liabilities relating to or arising out of the Excluded Assets; 3.2.3. any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service extent such Action relates to such operation on or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products Date; 3.2.4. any pending or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule)threatened Environmental Claims, or (B) the real property located in FreeportLiabilities under Environmental Laws, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of of, or relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with or otherwise in respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities operation of the Business or the Purchased Entities Assets to the extent not related such claim relates to the Business; (v) any Liability of a Purchased Entity arising because it is such operation on or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for Date; 3.2.5. any accounts payable of Seller relating to the avoidance period prior to the Closing Date; and 3.2.6. any Liabilities associated with indebtedness of doubt, products or services sold or delivered by Seller and/or the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveBusiness.

Excluded Liabilities. (a) Purchaser Notwithstanding the provisions of Section 2.3 or any other provision in this Agreement to the contrary, Buyer shall not assume or become responsible for, and shall not be deemed responsible to have assumed pay, perform or to have become responsible for, discharge any Liabilities of the Sellers or any of Sellers’ their Affiliates that are not of any kind or nature whatsoever other than the Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”):). The Sellers shall, and shall cause each of their Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liabilities of any Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others, except as qualified by the definition of Transaction Expenses; (b) any Liability for (i) Taxes of any Seller (or any equityholder or Affiliate of such Seller), (ii) Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (iii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of the Sellers pursuant to Section 6.14; or (iv) other Taxes of the Sellers (or any stockholder or Affiliate of the Sellers) of any kind or description (including any Liability for Taxes of any Seller (or any stockholder or Affiliate of such Seller) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (c) any Liabilities to the extent relating to or arising out of the Excluded Assets; (d) any Liabilities in respect of any pending or threatened (whether written or, to the extent Sellers have Knowledge (which for this purpose shall be actual knowledge, without any duty of inquiry), verbal) Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date, except to the extent that such Action relates to counterclaims of a third party in an Action brought by Buyer or, if prior to the Closing Date, by Sellers, to collect Accounts Receivable included in the Purchased Assets (the “Excluded Actions”); (e) any Liabilities of the Sellers arising under or in connection with any Seller Benefit Plan providing benefits to any present or former employee of any Seller; (f) any Liabilities of the Sellers for any present or former employees, officers, directors, retirees, independent contractors, temporary employees, leased employees, interns, volunteers and/or consultants of the Business, including, without limitation, any Liabilities associated with any claims for wages or other benefits, notice, bonuses, deferred compensation, paid time off benefits including vacation, workers’ compensation, severance, retention, indemnification, termination or other payments and benefits, and any Liabilities associated with the layoff, termination of and/or reduction of hours of such individuals, but only, in each case for Continuing Employees, to the extent arising from or related to the period on or prior to Closing; for the avoidance of doubt, Excluded Liabilities shall include any Liabilities with respect to any individual who is not a Continuing Employee for the period both prior to, on and after Closing; (g) any environmental Actions, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any Excluded Asset actions or omissions of the operation Sellers; (h) except as set forth in Section 2.3(f), any Liabilities of the Sellers associated with intercompany payables owing in connection with any transaction, contract or conduct arrangement set forth on Schedule 4.21 or any loan or guarantee set forth on Schedule 4.21; (i) any Liabilities associated with debt, loans or credit facilities of the Sellers; and (j) any Liabilities arising out of, in respect of or in connection with the failure by the Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer comply with any other Person (other than the Purchaser Law or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveGovernmental Order.

Excluded Liabilities. (a) Notwithstanding anything to the contrary contained in this Agreement, and except as set forth in Section 2.3 above and as set forth on Schedule 2.3 hereto, Purchaser shall not assume or become responsible foragree to pay, perform or otherwise discharge or have any liability whatsoever for any Excluded Liabilities or any other liabilities, obligations or expenses, if any, of Seller whatsoever other than the Assumed Liabilities. Included in the foregoing, without limitation of the Excluded Liabilities, are the following: (a) Purchaser does not assume or agree to pay, satisfy, discharge or perform, and shall not be deemed by virtue of the execution and delivery of this Agreement or the conveyance of the Assets hereunder, or of any instrument, paper or document delivered by it pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed assumed, or to have become responsible foragreed to pay, satisfy, discharge or perform, any Liabilities liability, obligation or indebtedness of Sellers Seller (whether absolute, accrued, or contingent, whether filed or asserted prior to or after the Closing Date and whether arising out of or in any way connected with the Assets or Business of Sellers’ Affiliates that are not Assumed LiabilitiesSeller or otherwise except those set forth on Schedule 2.3 or included in Section 2.3 hereof) all of which, including Seller agrees to pay, satisfy, discharge and perform. Without limitation of the foregoing, the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”):liabilities shall not be assumed by Purchaser: (i) any Liability obligation or liability of Seller to the extent arising out of perform this Agreement or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates breach of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases representation or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5)warranty made by Seller hereunder; (ii) any Liability obligation or liability of any Seller for (A) any Indebtednessexpenses, including any guarantee of Indebtedness or (B) restructuringtaxes, severance or similar commissions, fees and charges, legal costs and expenses related damages incident to reduction in force initiatives the preparation of this Agreement or the consummation of the Sellers or the Purchased Entities occurring or initiated on or prior to Closingtransactions contemplated hereby; (iii) any Liability liability of Seller to its stockholders, members, equity owners or to its creditors, including with respect to Taxes relating to trade creditors or arising out of the Business landlords or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under lessors or relating to Environmental Lawsdisputes with stockholders, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generationmembers, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern equity owners or any Third-Party Claims for personal injury and all other accounts payable or property damage resulting from the Release of Materials of Environmental Concern; liabilities (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities except such specific amounts as are expressly assumed by Purchaser under and subject to Section 6.102.3 hereof); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Purchaser Notwithstanding any other provision of this Agreement, Buyer shall not assume pursuant to this Agreement or become responsible forotherwise assume, and shall not or otherwise be deemed to have assumed or to have become responsible for, any Liabilities of the Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”):), including the following: (a) all Liabilities arising out of the ownership, use or operation of the Business or the Acquired Assets prior to the Closing, including all Liabilities for infringement, misappropriation or violation of any third party Intellectual Property or other rights relating to the operation of the Business or the ownership, use or license of the Acquired Intellectual Property prior to the Closing; (b) any and all Liabilities of any Seller, whether arising before, on or after the date hereof, resulting from or arising out of the past, present or future ownership or use of any of the Excluded Assets; (c) all Liabilities of the Sellers to any current or former equityholder of the Sellers, including any Liability to distribute to any such equityholder or otherwise apply all or any part of the Purchase Price; (d) all Liabilities in respect of any Action against the Sellers (i) which shall have been asserted prior to the Closing or (ii) the basis of which shall have arisen out of, is related to or is in respect of periods prior to the Closing; (e) all Indebtedness of any Seller; (f) all Liabilities for (i) any Liability to Taxes of the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than (a) Taxes imposed on the BusinessAcquired Assets with respect to a Post-Closing Tax Period, or (b) TSM Taxes attributable to the TSM Pre-Closing Tax Period for which Buyer is liable under the Marketing Agreement), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) including any Liability of any Seller for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (Aor any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise, (ii) any IndebtednessTaxes with respect to the Pre-Closing Tax Period as a result of the operation of the Business or ownership or use of the Acquired Assets, including for the avoidance of doubt but not limited to, occupancy taxes or any guarantee of Indebtedness taxes imposed on or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives providing, facilitating or otherwise involving the provision of hotel or room accommodations, lodging, or other similar services by any Governmental Authority, and including the Property Taxes allocated to the Sellers or pursuant to Section 5.3(c), but excluding any TSM Taxes attributable to the Purchased Entities occurring or initiated on or prior to Closing; TSM Pre-Closing Tax Period for which Buyer is liable under the Marketing Agreement, (iii) any Liability with respect TSM Taxes attributable to Taxes relating to or arising out of the Business or the Purchased Assets TSM Pre-Closing Tax Period for which a Seller is liable under the Sellers are responsible for pursuant to Section 8.4; Marketing Agreement, (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating Transfer Taxes required to Environmental Laws, including be paid by any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; Seller pursuant to Section 5.3(h) and (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment Taxes that result from the Business sale of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10)the Acquired Assets; (vig) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaserall intercompany payables of the Sellers; (viih) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) all accounts payable of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement)Sellers; (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xivi) all Liabilities arising out of or relating to the refund, adjustment, allowance, rebate or exchange in respect of, any product marketed or sold or service performed by any Seller, arising prior to the Closing; (j) all Liabilities for or otherwise relating to any fees, costs and expenses (including fees, costs and expenses of the Business that is not set forth on Section 2.4(clegal counsel, accountants, investment bankers, brokers or other Representatives and appraisal fees, costs and expenses) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced incurred or repaired payable by any Seller in connection with the Business negotiation and execution of this Agreement and the Ancillary Agreements, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby (including any such amounts required to be paid to any third party in connection with obtaining any consent, waiver or approval required to be obtained in connection with the consummation of the transactions contemplated hereby or thereby), in each case irrespective of whether any such fees, costs and/or expenses have been billed prior to the date hereof or will become payable or be billed on or after the date hereof; (k) all Liabilities relating to or arising in connection with any Default under any Assumed Contract occurring prior to the Closing, including ; (l) all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating theretoExcluded Employee Liabilities; and (xvm) those the Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related theretoset forth on Schedule 1.4(m). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Purchaser Notwithstanding the foregoing, the Buyer shall not assume or become be responsible for, and shall not be deemed to have assumed or to have become responsible for, for any Liabilities of the Sellers or any of Sellers’ their Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates set forth below (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”): (i) any Liability to the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) fees, costs and expenses of the Disclosure ScheduleSellers or their Affiliates incurred, or for which the Sellers or their Affiliates will be liable, in connection with the transactions contemplated by this Agreement and the other Transaction Documents, including all professional, accounting and consulting fees; (xii) any Liabilities under or with respect to any Seller Employee Benefit Plan; (iii) any Liability related to employment of any employee of the Sellers prior to, on or after the Closing Date, except (subject to (ix) below) with respect to Hired Employees on and after the Hire Date PROVIDED THAT this Section 2.3(b)(iii) does not apply to the Transferring Employees - the provisions of Appendix 1 will apply to them; (iv) any Liability related to an Excluded Asset; (v) any Liability arising out of or relating to any matters set forth on Sections 4.9 and 4.20 Tax of any Seller including but not limited to any Potential Successor Tax, including without limitation any Liability for any of such Taxes resulting from the transactions contemplated hereby or by the Transaction Documents (other than any Taxes that are the responsibility of the Disclosure ScheduleBuyer pursuant to Section 2.4) and any Liability for any costs, fees or expenses incurred in preparing any return, or otherwise in dealing with any compliance obligation, in relation to any such Taxes; (xivi) all Liabilities arising under any Liability in respect of, or relating to, professional fees due to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior * relating to the date hereof and (3) is not a Post-Signing Assumed Contractacquisition of OTI by OPKO Health in November 2007; (xiivii) all Liabilities any Liability in respect of, or relating to, the breaches of service obligations to Nidek Co. Ltd. (“Nidek”) under the Sellers services agreement between OTI, Nidek and Newport Corporation dated 29 December 2006 or otherwise under that agreement; (viii) any Liability arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h)the Excluded Contracts; (xiiiix) any intercompany accounts, notes or other payables of Sellers, other than trade payables Liability arising out of any purchases from R▇▇▇▇▇▇▇▇▇ of, or Juarez solely to relating to, the extent reflected in Final Net Working Capital;* Purchase Orders; or (xivx) all Liabilities any Liability arising out of of, or relating to to, any product of action, claim, suit or proceeding against the Business that is not set forth on Section 2.4(c) commenced or, to the Sellers’ Knowledge, threatened as of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto)Closing Date. (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Without implication that Purchaser shall is assuming any liability not assume or become responsible forexpressly excluded by this Section 2.3 and without implication that any of the following would constitute Assumed Liabilities but for the provisions of this Section 2.3, the following claims against and liabilities of Seller are excluded and shall not be deemed to have assumed or discharged by Purchaser: (a) trade or other accounts payable as of the Closing Date, of any type or nature (the "Accounts Payable"); (b) any liabilities for legal, accounting, audit and investment banking fees, brokerage commissions, and any other expenses incurred by Seller in connection with the negotiation and preparation of this Agreement and the sale of the Purchased Assets to have become responsible forPurchaser; (c) any liabilities of Seller for Federal, state or local taxes; (d) any Liabilities liability for or related to indebtedness of Sellers Seller to banks, financial institutions, securities- holders or other persons or entities (or their agents, trustees, or representatives) with respect to borrowed money; (e) any liabilities of Seller to the extent that their existence or magnitude constitutes or results in a breach of a representation, warranty or covenant made by Seller to Purchaser herein, or makes the information contained in any Schedule attached hereto, materially incorrect; (f) any liabilities of Seller under those leases, contracts, insurance policies, sales orders, purchase orders, service or supply agreements, commitments or other obligations, which are not accepted by and assigned to Purchaser in accordance with the provisions of Sections 1.2(d), (g), (j) and (o) of this Agreement; (g) any liabilities of Seller under collective bargaining agreements pertaining to employees of Seller; any liabilities of Seller to pay severance benefits to employees of Seller whose employment is terminated prior to the Closing Date or in connection with the sale of the Purchased Assets pursuant to the provisions hereof; or any liability under ERISA (as herein defined) or any Federal or state civil rights or similar law, resulting from the termination of Sellers’ Affiliates that are not Assumed Liabilitiesemployment of employees; (h) liabilities for returns, including the following Liabilities refunds or allowances arising out of or relating with respect to any Seller customer complaints or any of Sellers’ Affiliates disputes which accrued (excluding i.e., were based on goods or services provided) prior to the Purchased EntitiesClosing Date, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”):whether required by a governmental body or otherwise; (i) any Liability claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including, without limitation, any worker's compensation claim) regardless of when said claim or liability is asserted, including, without limitation, any claim or liability for consequential or punitive damages in connection with the foregoing; (j) any liabilities under or for contributions to any employee benefit plans, including multi-employer pension plans (each as defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) or under any other employee welfare or benefit plans to which Seller contributes on behalf of any employees, or with respect to any health, medical, dental, or disability benefits for any of Seller's employees; (k) any liabilities (whether asserted before or after Closing) for or arising in connection with any misfeasance or malfeasance of Seller or its agents in the conduct of the Business, or any breach of a representation, warranty, or covenant, or for any claim for indemnification, contained in any Permit or contract, agreement, lease or commitment referred to in Section 2.2 hereof to the extent that such liability, breach or claim arose out of or by virtue of Seller's performance or nonperformance thereunder on or prior to the Closing Date, it being understood that, as between Seller and Purchaser, this paragraph (k) shall apply notwithstanding any provisions which may be contained in any form of consent to the assignment of any such contract or document, or any novation agreement, which, by its terms, imposes such liabilities upon Purchaser and which assignment or novation agreement is accepted by Purchaser notwithstanding the presence of such a provision, and that Seller's failure to discharge any such liability shall entitle Purchaser to indemnification in accordance with the provisions of Article VIII hereof; (l) any liabilities of Seller incurred in connection with the transfer of the Purchased Assets hereunder, including without limitation, and Federal, state or local income, transfer or other tax; (m) any liabilities under any employment contracts with any of Seller's employees, or for salaries, wages, bonuses, vacation pay, incentive compensation, severance pay or other compensation which are otherwise owed to employees of Seller, accrued prior to the Closing Date; (n) any liabilities arising out of or relating to in connection with any Excluded Asset violation by Seller of a statute or the operation governmental rule, regulation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5)directive; (iio) any Liability liability of Seller under or in connection with any litigation to which Seller for (A) any Indebtedness, including any guarantee of Indebtedness is or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closingmay hereafter become a party; (iiip) any Liability liabilities to any of Seller's Affiliates, including without limitation, any management agreement(s) with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4;any portion thereof; and (ivq) any Liability other than without limitation by the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in specific enumeration of the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Sellerforegoing, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities liabilities not expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance provisions of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto)2.2. (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Purchaser Buyer shall not and does not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, any Liabilities Liability of Sellers whatsoever relating to or arising out of any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”): (ia) any Liability all Liabilities related to the extent arising out of or relating to any Excluded Asset or First Lien Credit Agreement, the operation or conduct by Sellers or any of their Affiliates of any business (other than Second Lien Credit Agreement and the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5)Mezzanine Credit Agreement; (iib) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar all costs and expenses related incurred or to reduction in force initiatives of the be incurred by Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ixc) those all Liabilities arising out of or relating to or arising, whether before, on or after the Business that are expressly set forth on Section 2.5(a)(ix) Closing, out of, or in connection with, any of the Disclosure ScheduleExcluded Assets; (xd) all (i) fines or penalties assessed as a result of any noncompliance with Environmental Law by Sellers prior to Closing and (ii) Liabilities arising out of, relating to, in respect or connection with disposal or release of Hazardous Materials prior to Closing by Sellers at any location that is not Acquired Real Property, including any location previously-owned, operated or relating leased by Sellers, whether any such Liability described in clauses (i) — (ii) first arises prior to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Scheduleor after Closing; (xie) all third party Liabilities for toxic torts arising under as a result of or relating in connection with loss of life or injury to any Contract that is Persons (Awhether or not such loss or injury was made manifest on or after the Closing Date) not a Purchased Contractcaused or allegedly caused by exposure, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of Closing Date, to Hazardous Materials present at, on, in, under adjacent to or migrating from the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating theretoAcquired Assets; and (xvf) those Liabilities arising out all liabilities for any and all Taxes of and relating to the Reorganization Actions Sellers (including any Transfer Liability of Sellers for the Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: other Person under Treasury Regulations Section 1.1502-6 (ior any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity except for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible Buyer is liable pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv2.3(f), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Neither Parent nor Purchaser shall not assume Sub is assuming or become responsible foragreeing to pay, and shall not be deemed to have assumed perform or to have become responsible forotherwise discharge any other Liability, any Liabilities of Sellers whether absolute or any of Sellers’ Affiliates that are not Assumed Liabilitiescontingent, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”): (i) any Liability to the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇▇ or inchoate, ▇▇ Illinois and/or Juarez will not liquidated or unliquidated, or otherwise, other than solely with respect to Purchaser Sub, the Assumed Liabilities and all such other Liabilities of the Company and its Affiliates, including the following, shall be referred to as “Excluded Liabilities”, and all Excluded Liabilities shall be retained by the Company or the other Persons liable for such obligations: (a) any Liabilities in and respect of itself mean that such a Liability Taxes for which the Company or any of its Affiliates is an Excluded Liability unless it would be otherwise excluded liable pursuant to this Section 2.52.2(d); (ii, Section 2.6(d) or Section 6.4, any Liability Liabilities of the Company or its Affiliates for Taxes, and any Seller for (A) Liabilities in respect of payments required to be made after the Closing Date under any IndebtednessTax sharing, including any guarantee of Indebtedness or (B) restructuringTax indemnity, severance Tax allocation or similar costs and expenses related contracts to reduction in force initiatives which the Company, its Affiliates or any of the Sellers Purchased Assets was obligated, or the Purchased Entities occurring or initiated was a party, on or prior to Closing; (iiib) any Liability with Company Expenses other than payments made in respect of the Retention Program in an amount not to Taxes exceed $25 million; (c) any indebtedness of the Company or its Affiliates; (d) any Liabilities in respect of any Excluded Assets and any Liabilities to the extent not relating to the Purchased Assets; (e) all Liabilities pursuant to the WARN Act arising prior to the Closing Date and all Liabilities (other than the Assumed Employee Liabilities) relating to or arising out of any compensation, employee benefits, accrued vacation or paid time off, deferred compensation, pension or retirement plans, the Business CBAs or other programs, policies, procedures or other arrangements of any type or description, including for this purpose any benefits provided or available to current or former employees, dependents of employees or former employees, independent contractors or any other person, which are maintained or contributed to (or formerly maintained or contributed to) by the Purchased Assets for Company or any Affiliate or former Affiliate of the Company, or to which the Sellers are responsible for pursuant Company or its Affiliates or former Affiliates has or formerly had any obligation to Section 8.4contribute or provide benefits, however maintained, funded or sponsored, whether or not legally binding or subject to ERISA, whether providing individual or a group coverage, and whether written or unwritten, funded or unfunded, insured or self-insured; (ivf) except for the Assumed Employee Liabilities, any Liabilities relating to (i) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating Transferred Employee to the service extent arising on or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other thanor the applicable Subsequent Closing, for the avoidance of doubtDistribution Center Closing or Inactive Employee Transfer Date), (xii) products current or services sold former employees of the Company or delivered any of its Affiliates who are not Transferred Employees or (iii) the incurrence or triggering of any withdrawal liability and/or funding obligation under ERISA by the Business in the ordinary course Company or any of its business ERISA Affiliates (including any contingent or secondary withdrawal liability) to any multiemployer plan (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on within the meaning of Section 2.5(a)(vii3(37) of ERISA) to which the Disclosure ScheduleCompany or any of its ERISA Affiliates contribute or has ever had an obligation to contribute or with respect to which the Company or any of its ERISA Affiliates has borne any liability (a “Multiemployer Plan”), and any withdrawal liability and/or funding obligation incurred by Purchaser Sub or (B) any of its ERISA Affiliates on or after the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) Closing with respect to any Multiemployer Plan to the extent that such withdrawal liability and/or funding obligation relates to the Company’s or as set forth in any Ancillary Agreement)of its ERISA Affiliates’ contribution history with respect to such Multiemployer Plan; (viiig) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (xi) Liabilities arising out of the ownership or relating to any matters set forth on Sections 4.9 and 4.20 operation of the Disclosure Schedule; Purchased Assets prior to the Closing (xior the applicable Subsequent Closing or Distribution Center Closing) all or any Proceeding related to or arising out of any occurrence or event happening prior to the Closing (or the applicable Subsequent Closing or Distribution Center Closing), in each case other than to the extent included in the Assumed Pre-Closing Liabilities, (ii) Liabilities arising under any Environmental Law or relating regarding any Hazardous Materials to any Contract that is the extent arising from, related to, or resulting from the ownership or operation of the Purchased Assets other than to the extent (A) not a Purchased Contract, included in the Assumed Pre-Closing Liabilities or (B) a Material Contract that arising from events or conditions first occurring or existing after the Closing (1or the applicable Subsequent Closing or Distribution Center Closing), (iii) is not set forth on Section 2.4(b1199SEIU Liabilities other than to the extent included in the Assumed Pre-Closing Liabilities or (iv) other than payments made in respect of the Disclosure ScheduleRetention Program in an amount not to exceed $25 million, (2) is not Made Available in sections III.FLiabilities arising from the conduct, VI.B.2.bwhether before, VI.B.2.cat or after the Closing, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to business of the date hereof Company other than the operation of the Acquired Stores, Distribution Centers and (3) is not a Post-Signing Assumed Contractthe Purchased Assets; (xiih) all any Liabilities of related to the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed Company’s Wellness+ and Plenti programs other than as set forth in Section 2.4(h)1.3(b) above; (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to Liabilities of the extent arising out of relating Company for intercompany loans or payables to any Purchased Entity Excluded Asset; Affiliates of the Company (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee payables and other liabilities or obligations of Indebtedness; (iii) any Liability the Company or its Affiliates with respect to Taxes the Acquired Stores owed to any other business unit of the Purchased Entities for which Company or any of the Sellers are responsible pursuant to Section 8.4;Company’s Affiliates); and (ivj) any Liabilities of the Purchased Entities Company reserved for, or required by GAAP to be reserved for, on the balance sheet of the Company as of the Closing, except to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as specifically set forth in subsections (a) and (b) aboveSection 1.3 of this Agreement.

Excluded Liabilities. (a) Purchaser shall Except as and to the extent expressly provided in Section 2.3, Buyer is not assume or become responsible foragreeing to, and shall not, assume any other liability, obligation, undertaking, expense or agreement of the Sellers of any kind, character or description, whether absolute, contingent, known, unknown, accrued, liquidated, unliquidated, contingent, executory or otherwise, and whether arising prior to or following the Closing, and the execution and performance of this Agreement shall not render Buyer liable for any such liability, obligation, undertaking, expense or agreement (all of such liabilities and obligations shall be deemed referred to have assumed or to have become responsible for, any Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), herein as the “Excluded Liabilities”):). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, and Buyer will not assume or be liable for: (ia) Any obligation to pay, reimburse or credit a Licensee or a customer of the Sellers in respect of a chargeback that arose in connection with the Sellers’ shipment and sale of merchandise to a customer; (b) Any liability or obligation of WV IP Holdings under the Second Amended and Restated Brand Management Agreement dated August 15, 2008, with NBM; (c) Any liability or obligation with respect to any Liability Excluded Asset, whether arising prior to or after the extent Closing Date; (d) Except as expressly assumed in Section 2.3, any liability, claim or obligation, contingent or otherwise, arising out of or relating to any Excluded Asset the operation of the Business or the operation ownership or conduct by Sellers or use of any of their Affiliates the Purchased Assets prior to the Closing Date; (e) Any liability or obligation arising out of any business Contract that is not an Assumed Contract; (f) Any Indebtedness of the Sellers (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is Indebtedness arising under an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5Assumed Contract); (iig) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives Any of the Sellers Sellers’ liabilities or the Purchased Entities occurring obligations for expenses or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating fees incident to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigationnegotiation, preparation, diligence, negotiation, approval, authorization, execution and delivery approval or authorization of this Agreement and or the consummation (or the preparation for the consummation) of the transactions contemplated hereby, hereby (including fees of legal counsel, brokers, advisors all attorneys’ and accountants’ fees, and any financial advisory or brokerage fees); (ixh) those Liabilities Any Damages or obligation of the Sellers or Parent from claims arising out of previous negotiations or agreements relating to the Business that are expressly set forth on Section 2.5(a)(ix) sale of the Disclosure ScheduleBusiness; (xi) Liabilities Any liability or obligation of the Sellers for any Taxes that accrue for any period on or after Closing, regardless of when assessed, excluding Taxes that relate to the operation of the Business arising out of after the Closing; (j) Except as set forth in Section 6.6, any liability or obligation arising at any time relating to any matters set forth on Sections 4.9 and 4.20 employee, director or former employee or director of the Disclosure ScheduleSellers, including any liability for accrued wages, vacation, sick or holiday pay and allowances, any other paid time off and any liabilities under employment, severance, change of control or similar agreements or arrangement; (xik) all Liabilities Except as set forth in Section 6.6, any duty, obligation or liability arising at any time under or relating to any Contract that is (A) not a Purchased ContractEmployee Benefit Plan or any employee benefit plan, program or (B) a Material Contract that (1) is not set forth on Section 2.4(b) arrangement at any time maintained, sponsored or contributed or required to be contributed to by Parent or the Sellers or any ERISA Affiliate of Parent or the Disclosure ScheduleSellers or with respect to which Parent, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o the Sellers or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contractany ERISA Affiliate has or had any liability or potential liability; (xiil) all Liabilities Except as set forth in Section 6.6, any liability or obligation relating to current or former employees of Sellers, including without limitation any liabilities or obligations under any employment, consulting or non-competition agreement, change of control agreement, indemnity agreement, any retention or performance-based bonus or other compensation agreement, and any similar agreements, whether written or oral, and any liabilities or obligations arising out of the termination by Sellers of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated by this Agreement, including under the WARN Act; (m) Any violation of any Legal Requirement, breach of warranty, tort or infringement by the Sellers or any Affiliate of the Sellers; (n) Any liability or obligation arising out of any infringement or other unlawful use by the Sellers or any Person acting under the direction or control of the Sellers of any Sellers’ Intellectual Property owned or held by any Person; and (o) Any liability or obligation of the Sellers arising out of any litigation, proceeding, or relating to claim by any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and Person relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume Business as conducted on or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other thanDate, for whether or not such litigation, proceeding, or claim is pending, threatened, or asserted before, on, or after the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveClosing Date.

Excluded Liabilities. (a) Purchaser Neither Buyer nor any Buyer Designee shall not assume or become responsible forbe obligated to pay, and shall not be deemed to have assumed perform or to have become responsible for, otherwise assume or discharge any Liabilities liabilities or obligations of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates its Affiliates, whether direct or indirect, known or unknown, absolute or contingent, except for the Assumed Liabilities (excluding the Purchased Entities, subject all of such liabilities and obligations not so assumed being referred to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), herein as the “Excluded Liabilities”): ). For the avoidance of doubt, the parties agree that, except for the Assumed Liabilities, Seller and its Subsidiaries shall retain the liabilities and obligations arising from the conduct and operation of the Purchased Business and ownership of the Purchased Assets on and prior to the Closing Date, and that the Excluded Liabilities include, but are not limited to, any and all liabilities or obligations set forth or described in paragraphs (ia) any Liability through (n) below, and all liabilities and obligations arising from the conduct of Seller’s and its Subsidiaries’ businesses other than the Purchased Business (to the extent of the Purchased Assets and the Assumed Liabilities) and ownership of the Excluded Assets, in each case, whether or not any such liability or obligation has a value for accounting purpose or is carried or reflected on or specifically referred to in Seller’s or the applicable Subsidiary’s books or financial statements: (a) the unpaid vacation, personal days and floating holidays accrued by Transferred Employees; (b) any Excluded Taxes; (c) any Environmental Liabilities; (d) any and all liabilities or obligations arising out of or related to any Excluded Asset, including any Premises and including where such liabilities or obligations may be otherwise borne by Buyer by operation of law (except as explicitly identified as an Assumed Liability); (e) any liabilities or obligations under any Contract, Licenses or Government Permits arising out of or relating to any Excluded Asset or the operation or conduct failure by Sellers Seller or any Affiliate to perform, breach, default, violation thereof occurring on or prior to the Closing Date; (f) any customer rebate or similar incentive obligation with respect to sales of their Affiliates products of the Purchased Business on or before the Closing Date; (g) any trade payables (except to the extent they relate to Purchased Assets to be delivered to Buyer after the Closing Date), indebtedness for borrowed money or guarantees thereof of Seller and its Subsidiaries or intercompany obligations of Seller or any Subsidiary; (h) any and all liabilities or obligations relating to or in connection with (i) the employment and any termination of such employment by Seller or any Subsidiary of any business (other than employee or former employee of Seller or a Subsidiary on or before the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois Closing Date; and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability employee’s or former employee’s or his/her dependents’ rights or obligations under any fringe benefit of any employment with Seller for (A) any Indebtednessor a Subsidiary, including any guarantee Benefit Plan of Indebtedness Seller or (B) restructuring, severance an Affiliate of Seller or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; any ERISA Affiliate and/or (iii) any Liability with respect to Taxes relating to or liability arising out of Seller’s or any Affiliate’s obligations to inform, notify or consult any employee of Seller or any Affiliate or their appropriate representatives concerning the Business or sale of the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental LawsBusiness and all liabilities, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generationobligations, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller costs claims and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants demands arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) in respect of the Disclosure Schedule), such liability or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement)obligation; (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to and all liabilities or obligations in connection with, or relating to, any actions, suits, claims or proceedings against Seller or any Subsidiary which arise or accrue on or before the extent arising out of relating to any Purchased Entity Excluded AssetClosing Date; (iij) any Liability benefit liabilities relating to or arising in connection with Section 4980B of any Purchased Entity for any Indebtedness, including any guarantee the Code (COBRA) or otherwise by operation of Indebtednessapplicable Law to provide continuation of health care coverage to employees or former employees of Seller or a Subsidiary or their dependents arising from a qualifying event occurring on or before the Closing Date; (iiik) any Liability with respect to Taxes liabilities of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4Benefit Plans; (ivl) any Liabilities liabilities relating to or arising from violations of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser applicable Law by Seller or any of its Affiliates) pursuant Affiliate prior to Section 414 of or on the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv)Closing Date; and (viiim) any Liability, obligations all costs and expenses incurred by Seller or covenants an applicable Subsidiary incident to the extent arising out negotiation and preparation of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to this Agreement and its performance and compliance with the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) agreements and (b) aboveconditions contained herein.

Excluded Liabilities. (a) Purchaser shall Except as and to the extent expressly provided in Section 2.3, Buyer is not assume or become responsible foragreeing to, and shall not, assume any other liability, obligation, undertaking, expense or agreement of either Seller of any kind, character or description, whether absolute, contingent, known, unknown, accrued, liquidated, unliquidated, contingent, executory or otherwise, and whether arising prior to or following the Closing, and the execution and performance of this Agreement shall not render Buyer liable for any such liability, obligation, undertaking, expense or agreement (all of such liabilities and obligations shall be deemed referred to have assumed or to have become responsible for, any Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), herein as the “Excluded Liabilities”):). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, and Buyer will not assume or be liable for: (ia) Any liability or obligation with respect to any Liability Excluded Asset, whether arising prior to or after the Closing. (b) Except as expressly assumed pursuant to Section 2.3(c), any liability, claim or obligation, contingent or otherwise, arising out of the operation of the Businesses or any Purchased Asset prior to the extent Closing Date, including, without limitation, any Contingent Initial Franchise Fee Refunds that became due and payable on or before the Closing Date. (c) Any liability or obligation arising out of or relating related to any Excluded Asset Contract that is not an Assumed Contract, including the Developing Agent Agreements. (d) Except as provided in Section 7.13, any liability or obligation arising out of, or related to, any Lease Location, whether arising prior to or after the operation or conduct by Sellers or any of their Affiliates of any business Closing. (other than the Businesse) Except as provided in Section 7.2(a), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases any liabilities or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives obligations of the Sellers for expenses, fees or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating incident to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigationnegotiation, preparation, diligence, negotiation, approval, authorization, execution and delivery approval or authorization of this Agreement and or the consummation (or the preparation for the consummation) of the transactions contemplated hereby, hereby (including fees of legal counsel, brokers, advisors all attorneys’ and accountants;’ fees, brokerage fees and transfer Taxes). (ixf) those Liabilities arising out of Any liability or relating obligation for any Taxes that arise on or prior to the Business that are expressly set forth on Section 2.5(a)(ixClosing Date. (g) Any liability or obligation to any employee or former employee of either Seller, or any Affiliate of the Disclosure Schedule;Sellers who provides services to either Seller (other than any liability or obligation arising on or after the Closing to any such employee hired by Buyer and related to Buyer’s employment of such employee). (xh) Liabilities Any duty, obligation or liability arising out of or relating to at any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising time under or relating to any Contract that is (A) not a Purchased ContractEmployee Benefit Plan or any employee benefit plan, program or (B) a Material Contract that (1) is not set forth on Section 2.4(b) arrangement at any time maintained, sponsored or contributed or required to be contributed to by either Seller or any ERISA Affiliate of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o either Seller or VIII.A.2 with respect to which either Seller or any of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract;their ERISA Affiliates has any liability or potential liability. (xiii) all Liabilities of the Sellers arising out of Any liability or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables obligation arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely violation by either Seller of any Legal Requirement applicable to the extent reflected in Final Net Working Capital;offer and sale of the Franchises. (xivj) all Liabilities Any liability or obligation arising out of or relating to any product violation by either Seller of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior any Legal Requirement applicable to the Closing, including all product return, replacement, rebate, credit relationship between Seller and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; andthe Franchisees under the Franchise Agreements. (xvk) those Liabilities Any liability or obligation arising out of any violation by either Seller or its affiliates of any Legal Requirement applicable to the relationship between Seller and any vendors who provide goods or services to the Franchisees. (l) Any liability or obligation arising out of any infringement or other unlawful use by either Seller or any Person acting under a Seller’s direction or control of any Intellectual Property Rights owned or held by any Person. (m) Any liability or obligation of either Seller arising out of any litigation, proceeding, or claim by any Person relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated Businesses as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity conducted prior to the Closing Date, whether or not such litigation, proceeding, or claim is pending, threatened, or asserted before, on, or after the Closing Date (other than, for or has been disclosed by either seller to the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveBuyer.

Excluded Liabilities. (a) Except for the Assumed Liabilities, Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed liable or to have become responsible forfor any Liability of any Member, any Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates Seller Affiliate (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”):). Without limiting the foregoing, Purchaser shall not be obligated to assume, and does not assume, and hereby disclaims any of the following Liabilities of Seller or any Seller Affiliates: (ia) any Any Liability to the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates for breaches of any business (other than the Business)Business Contract arising, (it being understood that the fact that a particular Liability of the Business relates to sales, purchases accruing or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated from circumstances on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date or any Liability for payments or amounts due under any Business Contract on or prior to the Closing Date; (other thanb) Any Liability for Taxes attributable to or imposed upon the Members, Seller or any Seller Affiliate, or attributable to or imposed upon the Purchased Assets for the avoidance of doubtPre-Closing Period, including any Transfer Taxes; (xc) products Any Liability to any Member or services sold any Seller Affiliate; (d) Any Liability for or delivered by the Business with respect to any loan, other indebtedness, including any such Liabilities owed to any Seller Affiliates not specifically included in the ordinary course Assumed Liabilities; (e) Any Liability arising from accidents, occurrences, misconduct, negligence, breach of its business fiduciary duty or statements made or omitted to be made (including libelous or defamatory statements) on or prior to the Closing Date, whether or not covered by workers’ compensation or other forms of insurance; (f) Any Liability arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including any Liability for (i) breach of explicit or implied warranties; (ii) injury, death, property damage or other losses arising with respect to or caused by transportation or use of the Tanks; (iii) violations of any Legal Requirements (including federal and state securities laws); (iv) any matter arising under any Environmental and Safety Law; or (yv) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth any matter disclosed on Section 2.5(a)(vii4.25(a) of the Business Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viiig) Any Liability under any Business Benefit Plans or any contract of insurance of Seller or any Seller Affiliate for employee group medical, dental or life insurance plans arising or accruing on or prior to the Closing Date; (h) Any Liability for making payments of any kind to employees (including as a result of the Transaction, termination of an employee by Seller, Eagle Eye, or obligation related any Seller Affiliate, other claims arising out of the terms of employment with Seller, Eagle Eye or any Seller Affiliate, or any payments contemplated by Schedule 6.2(v)) or with respect to any costs, fees, Taxes and expenses payroll taxes; (i) Any Liability incurred in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery making or performance of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountantsTransaction; (ixj) those Liabilities Any Liability of Seller or any Seller Affiliate pursuant to Environmental and Safety Laws based upon or arising out of from events, conditions, acts, omissions or relating circumstances occurring or existing on or prior to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure ScheduleClosing Date; (xk) Liabilities arising out of Any costs or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired expenses incurred in connection with the shutting down, deinstalling and removing equipment not purchased by Purchaser hereunder and any costs or expenses associated with any Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating theretoContracts not assumed by Purchaser hereunder; and (xvl) those Liabilities arising out of Any Liability for expenses and relating fees incurred by the Members, Seller or any Seller Affiliate incidental to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume preparation of the Transaction Agreements, preparation or become responsible fordelivery of materials or information requested by Purchaser, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities consummation of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any IndebtednessTransaction, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv)all broker, (v)(A), (ix), (x), (xi), (xii) counsel and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), accounting fees and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveTransfer Taxes.

Excluded Liabilities. (a) Purchaser shall not assume or become responsible forSpecifically, and shall without in any way limiting the generality of Section 1.4(a), the Assumed Liabilities will not be deemed include, and in no event will the Purchaser assume, agree to pay, discharge or satisfy any liability or obligation under this Agreement or otherwise have assumed or to have become responsible any responsibility for, any Liabilities liability or obligation (together with all other liabilities of Sellers or any of Sellers’ Affiliates the Seller and its subsidiaries that are not Assumed Liabilities, including the following Liabilities of or "Excluded Liabilities"): (a) relating to any liability or obligation (including, without limitation, accounts payable) owed by the Seller or any of Sellers’ its Affiliates to any Affiliate of the Seller; (excluding b) for Taxes (as hereinafter defined) with respect to any period, except for Taxes (other than sales taxes) related to the Purchased EntitiesAssets and Assumed Liabilities which accrue for any period after the Closing; (c) for any indebtedness with respect to borrowed money and notes payable, subject including any interest or penalties accrued thereon, except with respect to Section 2.5(b)) leases included in the Assumed Contracts (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”):"Closing Date Indebtedness"); (d) relating to, resulting from or arising out of (i) any Liability claims made in pending or future suits, actions, investigations, or other legal, governmental or administrative proceedings, including but not limited to those identified in Section 1.3(k) of the Seller Disclosure Letter or Section 3.12 of the Seller Disclosure Letter or (ii) claims based on violations of law as in effect on or prior to the extent Closing, breach of contract, employment practices, or environmental, health and safety matters, in each case arising out of or relating to any Excluded Asset events which shall have occurred, or services performed, or the operation of the Business, prior to the Closing, except as otherwise provided in Section 5.12; (e) pertaining to any Excluded Asset; (f) relating to, resulting from or conduct by Sellers or any of their Affiliates arising out of any business former operations of the Seller or its subsidiaries that have been discontinued or disposed of prior to the Closing; (g) under or relating to any Seller Benefit Plan, whether or not such liability or obligation arises prior to, on or after the Closing Date (except as may be required by Section 5.12) and including but not limited to any liability with respect to vested options to purchase shares of Seller Common Stock; (h) of the Seller arising or incurred in connection with (i) the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and (ii) any fees and expenses of counsel, accountants, brokers, financial advisors or other than experts of the BusinessSeller which have accrued as of the Closing Date (collectively, the "Professional Fees"), including, but not limited to those Professional Fees incurred in connection with the following: (it being understood that i) this Agreement and the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5)transactions contemplated hereby; (ii) any Liability in connection with the class action litigation filed in United States District Court, Middle District Florida as In re Phoenix International Ltd. Securities Litigation, Case 99-1495-CIV-ORL-18C (the "Class Action") or resolution of any Seller for (A) any Indebtedness, including any guarantee matters relating to the cause of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closingaction; (iii) any Liability the restatement of the Seller's financial statements; or (iv) with respect to Taxes any of the other disputes identified in Section 3.12 of the Seller Disclosure Letter; or (i) except as other wise provided in Section 5.12, relating to to, resulting from or arising out of the Business Seller's (or the Purchased Assets for which the Sellers are responsible for pursuant its subsidiaries') hiring, retention, failure to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business hire or termination of service any person as an employee, independent contractor or employment from consultant which accrued prior to or on the Business of any Person (other than Assumed Liabilities)Closing Date. Such Excluded Liabilities shall include all claims, or (B) actions, litigations and proceedings relating to any or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) all of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois foregoing and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes all costs and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto)therewith. (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Purchaser Notwithstanding anything else contained herein to the contrary, the Buyer shall not assume or become responsible for, and shall not be deemed have no obligation to have assumed pay, satisfy, perform, discharge or to have become responsible forfulfill any liabilities or obligations of the Seller (whether known or unknown, any liquidated or unliquidated, contingent or fixed) other than the Assumed Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”):). The Excluded Liabilities shall remain the liabilities and obligations of the Seller and shall not be assumed by the Buyer pursuant hereto (regardless of whether any such liabilities or obligations are disclosed in this Agreement). Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following: (i) any Liability all Liabilities related to the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5)Assets; (ii) all Liabilities for any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers Seller’s income or capital taxes owed by the Purchased Entities occurring Seller, and any liability or initiated on obligation for any sales, use, excise, or other taxes (including, without limitation, income Taxes, withholding Taxes and employment and payroll taxes, but excluding Transfer Taxes) arising prior to Closingor in connection with the consummation of the transactions contemplated by this Agreement; (iii) any Liability with respect to Taxes relating to or arising out except as otherwise expressly provided for herein, all Liabilities of the Business or Seller for costs and expenses incurred in connection with this Agreement and the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4transactions contemplated hereby; (iv) any Liability other than the Purchaser’s Assumed Environmental all Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release respect of any Materials of Environmental Concern and all litigations, Actions, suits, mediations, arbitrations, disputes, oppositions or any Third-Party Claims for personal injury other proceedings or property damage resulting from governmental investigations with respect to or involving the Release of Materials of Environmental ConcernAcquired Assets on or before the Closing; (v) any Liability (A) relating all Liabilities related to the service or employment with Acquired Assets occurring prior to the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10)Closing; (vi) any Liability pursuant all Liabilities for all contracts, distribution agreements and licenses relating to this Agreement, any Ancillary Agreement or any the Top-Flite Brand to which the Seller is a party other agreement between a Seller and Purchaserthan the Acquired Contracts; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) all Liabilities of the Disclosure Schedule)Seller to any of the Seller’s distributors, licensees or (B) the real property located in Freeport, Illinois and Chonan, South Korea (customers other than the Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement)Liabilities; (viii) any Liability for or obligation all Liabilities related to the transition, termination or amendment of any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation distributor agreements as provided for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountantsherein; (ix) those all Liabilities arising out for any and all sales of Top-Flite Inventory by the Seller, its distributors or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedulelicensees; (x) all Liabilities arising out for any and all sales of Retained Inventory by the Seller, its distributors or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedulelicensees; (xi) all Liabilities arising under related to the Seller’s use or relating to any Contract that is (A) not a Purchased Contractalleged use, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Postof this Agreement, of the U.S. Copyright for FOREVER ALONE, Registration Number VA ▇-Signing Assumed Contract▇▇▇-▇▇▇; (xii) all Liabilities of related to the Sellers arising out of or relating license to any non-compliance or alleged non-compliance with applicable Laws not assumed the Seller as described in Section 2.4(h);5(a) hereto; and (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business other agreement, contract, plan, undertaking, franchise concession, license, purchase order, sales order or other similar commitment, obligation, arrangement or understanding, whether written or oral that is not set forth on Section 2.4(c(A) of the Disclosure Schedule and is not a Post-Signing an Acquired Assets, or (B) an Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto)Liability. (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Purchaser shall Except as and to the limited extent specifically set forth in Section 2.2(a), Buyer is not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, assuming any Liabilities of Sellers Parent or any the Companies (including Liabilities related to otherwise Assumed Liabilities arising prior to the Closing) and all such Liabilities shall be and remain solely the responsibility of Sellers’ Affiliates that are not Assumed Liabilities, including Parent and the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates Companies (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”): ). Parent or the applicable Company shall pay, perform and discharge, as and when due, all of the Excluded Liabilities. Without limiting the generality of this Section 2.2(b), all of the following shall be Excluded Liabilities: (i) any Liability all Indebtedness; (ii) all Transaction Expenses; (iii) all Film Equipment Expenses to the extent not included in the calculation of the Final Cash Purchase Price; (iv) all Pre-Closing Taxes; (v) all Environmental Liabilities; (vi) all Liabilities related to or arising out of any Pending Litigation or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business Asset; (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (iivii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses all Liabilities related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental LawsNCM Buyout, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller all NCM Buyout Obligations; and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for payment, expense or obligation related fee (including any bonus or other Compensation) that accrues or becomes payable by Parent, any Company or any of their respective Affiliates to any costscurrent or former employee of Parent or any of its Affiliates, feesany Governmental Entity or any other Person as a result of, Taxes and expenses or in connection with with, the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and or any Ancillary Document or the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser by this Agreement or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveAncillary Document.

Excluded Liabilities. Notwithstanding any provision of this Agreement express or implied to the contrary (a) and without any implication that Purchaser shall is assuming any Liability of the Sellers or the Business or any Liability related to any of the Purchased Assets not assume expressly excluded), Purchaser is not assuming or become responsible forbecoming obligated in any way in respect of, and shall not be deemed required to have assumed pay, perform, undertake or to have become responsible fordischarge, any Liabilities of Sellers or any of Sellers’ Affiliates that are not specifically included in the Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”):). The Sellers shall pay, perform or discharge when due or required to be performed or discharged, or contest in good faith, the Excluded Liabilities. The Excluded Liabilities shall include, without limitation, the following: (a) all Liabilities related to, associated with, arising out of, or incurred in connection with the Excluded Assets; (b) all Liabilities related to, associated with, or arising out of the Seller Chargebacks and the Seller Returns in excess of aggregate reserves reflected in the Closing Date Balance Sheet; (c) all Liabilities related to, associated with, or arising out of any Contract that is (i) not a Purchased Asset or (ii) a Purchased Asset that is not set forth in any of Sections 2.1(i), 2.3(a)(ii) (as such Section 2.3(a)(ii) of the Sellers’ Disclosure Schedule is updated in accordance with Section 2.3(a)(ii) and Section 5.18), 3.17(a), 3.17(b) (as such Section 3.17(b) of the Sellers’ Disclosure Schedule is updated in accordance with Section 5.18 hereof) and 3.21(b) of the Sellers’ Disclosure Schedule; (d) all Liabilities related to, associated with, or arising out of any Seller Employment Agreement; (e) all Liabilities related to, in connection with, or arising from any SEC Reports; (f) all Liabilities 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 Inventory and the Excluded Inventory) by, or for, the Sellers, or any service provided by the Sellers and/or the 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 (including, without limitation, product labeling, product disclosure, voluntary recalls and warnings reasonably intended to avoid or mitigate Liability); (g) all Pre-Closing Environmental Liabilities; (h) all Liabilities for income Taxes, franchise Taxes or other Taxes based on income, revenue or gross receipts, and all Liabilities for or relating to other Taxes to the extent the other Taxes arise from or relate to any period ending prior to the Closing Date and the portion attributable to any a Straddle Period that is allocable to the portion of the taxable period ending on the Closing Date; (i) any Liability to the extent all Liabilities related to, associated with, or arising out of any breach or relating default, failure to perform and overcharges or underpayments, in each case arising from events or actions prior to the Closing under the Purchased Contracts (including, without limitation, any Excluded Asset Licenses); (j) all Liabilities related to, associated with, or arising out of any employment or other service arrangement by or with the operation or conduct by Sellers or any of their respective Affiliates of any business (including, without limitation, all Seller Plans) for all periods prior to and including the Closing Date (other than the BusinessCOBRA responsibilities expressly provided for in Section 5.10(b)), (it being understood that the fact that a particular Liability of the Business relates to salesincluding, purchases or other business interaction among the Business without limitation, any amounts payable as compensation, bonuses, expense reimbursements and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5)indemnification; (iik) any Liability of any Seller for (A) any Indebtednessall legal, including any guarantee of Indebtedness accounting, brokerage, investment banking and finder’s fees or (B) restructuring, severance or similar costs other fees and expenses related to reduction in force initiatives incurred by or on behalf of the Sellers or any of their respective Affiliates in connection with this Agreement and the Purchased Entities occurring or initiated on or prior to Closingtransactions contemplated hereby; (iiil) any Liability with respect to Taxes relating to all Liabilities related to, associated with, or arising out of the Business matters described in Items 1 and 2 of Section 3.11 of the Sellers’ Disclosure Schedule or the Purchased Assets for which the Sellers are responsible for pursuant to in Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii2.4(l) of the Sellers’ Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement);; and (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xim) all Liabilities arising under related to, associated with or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ action, claim, suit or Juarez solely proceeding with respect to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out operation of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product returnwhether such action, replacementclaim, rebatesuit or proceeding is brought prior to, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to on or after the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto)Closing. (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Neither the Purchaser nor its Affiliates shall not assume or become responsible for, and shall not be deemed for any liabilities or other obligations of the Seller or its Affiliates except to have assumed or to have become responsible for, any Liabilities the extent set forth in Section 2.4 of Sellers or any of Sellers’ Affiliates that are not Assumed this Agreement. All Excluded Liabilities, including those set forth in this Section 2.3, shall remain the sole obligation and responsibility of the Seller and its Affiliates. The Excluded Liabilities include, but are not limited to, the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”):: (i) a. accounts payable, and other indebtedness, including any Liability interest bearing liabilities, of the Seller existing as of the Closing Date; b. all liabilities for any Taxes on income arising from the sale of the Acquired Assets and any Taxes attributable to the period prior to the Closing Date, except as provided in Section 11.5, shall not be part of the transactions contemplated herein; c. liabilities relating to or arising in respect of any of the Excluded Assets and any other liabilities which do not form part of the Business as presently conducted; d. indebtedness of the Seller and its Affiliates to third parties and any guarantees or obligations to reimburse a bank or other Person under any letter of credit or similar obligations, and any interest, fees, prepayment premium and other amounts payable in respect thereto; e. all liabilities against which Seller has agreed to indemnify the Purchaser and its Affiliates pursuant to this Agreement; f. the fees, expenses and other costs, incurred by the Seller and its Affiliates in connection with negotiating, preparing, closing and carrying out the provisions of this Agreement; g. all liabilities resulting from a claim by a third party for money or other compensation in respect of injury allegedly due and arising as a result of a use of the Products that were manufactured, supplied or sold by Seller before the Closing, including, without limitation, warranty obligations, and irrespective of the legal theory asserted, but, excluding to the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the from Purchaser’s Assumed Environmental Liabilities arising under negligence or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising willful misconduct if in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental ConcernProduct Purchaser purchased as Inventory herewith; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities h. all liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ixreturn and rebate (including fees related thereto) of the Disclosure Schedule; (x) Liabilities arising out of or relating with respect to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business Products sold by Seller prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes extent that Purchaser reasonably shows such Products were sold by Seller prior to the Closing. To the extent Purchaser can show that Products were not sold by Purchaser after the Closing, then that return and any costs related to obtaining any required third party consents related thereto)rebate shall be deemed a liability of Seller. (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability i. to the extent arising out of prior to or on the Closing Date, all liabilities relating to any Purchased Entity Excluded Asset;the Assumed Contracts. j. all liabilities arising from Inventory (see ▇▇▇▇ of Sale) which is unsaleable due to failure to meet specifications as designated in applicable certificate of analysis. k. all liabilities arising from (i) Products that were manufactured, supplied or sold by Seller prior to the Closing Date, except to the extent arising from Purchaser’s negligence or willful misconduct if in connection with Product Purchaser purchased as Inventory herewith, or (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not activity or omission by Seller or its Affiliates related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity Products prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveClosing.

Excluded Liabilities. (a) Purchaser shall not assume and shall be deemed not to have assumed any Liabilities of Seller of whatever nature, whether presently in existence or become responsible forarising hereafter, and known or unknown, disputed or undisputed, contingent or non-contingent, liquidated or unliquidated, or otherwise, other than the Assumed Liabilities (collectively, the Excluded Liabilities”). Without limiting the foregoing, Purchaser shall not be deemed obligated to have assumed or to have become responsible forassume, any Liabilities of Sellers or any of Sellers’ Affiliates that are does not Assumed assume, and hereby disclaims all the Excluded Liabilities, including the following Liabilities of any of Seller or of any predecessor or Affiliate of Seller, whether incurred or accrued before or after the Petition Date or the Closing (for the avoidance of doubt, except to the extent included in the Assumed Liabilities): (a) all Taxes of Seller, including Taxes imposed on Seller, including all sales Taxes collected by Seller in connection with the pre-Closing operation of the Business, other than as expressly set forth hereunder; (b) all Liabilities of Seller relating to legal services, accounting services, financial advisory services, investment banking services or any other professional services (“Professional Services”) performed in connection with this Agreement and any of the transactions contemplated, hereby, and any pre-Petition or post-Petition Claims for such Professional Services; (c) all Liabilities arising out of, relating to, or with respect to any Seller or any of Sellers’ Affiliates (excluding the Purchased EntitiesBenefit Plan, subject to Section 2.5(b)) ERISA or otherwise (together with the including any Liabilities described related to any Seller Benefit Plan which is an “employee pension benefit plan” (as defined in Section 2.5(b3(2) of ERISA) that is subject to Section 302 or Title IV of ERISA or Code Section 412), irrespective of whether such Liabilities are incurred, recognized, paid or made, as applicable, on, before or after Closing; (d) except to the “Excluded Liabilities”): extent expressly assumed by Purchaser pursuant to Section 2.3, all Liabilities or claims arising out of, relating to or with respect to (i) the employment or performance of services for, or termination of employment or services for, or potential employment or engagement for the performance of services for, Seller (or any Liability predecessor) of any individual Person (including the Transferred Employees) or any Person acting as a professional employer organization, employee leasing company or providing similar services on or prior to the extent arising out Closing (including as a result of the transactions contemplated by this Agreement), including Liabilities or relating claims for workers’ compensation, overtime, severance (including statutory severance), separation, termination, or notice pay or benefits (including under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and Section 4980B of the Code), Liabilities of Seller pursuant to the WARN Act (and Seller shall cause to be filed and delivered all notices in respect thereof) as a result of any Excluded Asset or the operation or conduct transaction contemplated by Sellers this Agreement, or any form of their Affiliates of any business accrued or contingent compensation (other than the Businessincluding leave entitlements), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability Seller Benefit Plan, irrespective in each case of any Seller for (A) any Indebtednesswhether such Liabilities or claims are incurred, including any guarantee of Indebtedness recognized, paid or (B) restructuringmade, severance as applicable, on, before or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to after Closing; (iiie) any Liability with respect to Taxes all Liabilities relating to or arising out Excluded Assets; (f) all accounts payable and other amounts payable of Seller owed by it to any Affiliate; (g) all Liabilities of Seller in respect of the Business or the Purchased Assets for which arising as a result of any action initiated at any time, to the Sellers are responsible for pursuant extent in any way related to Section 8.4matters or circumstances occurring or existing prior to the Closing; (ivh) any Liability other than the Purchaser’s Assumed Environmental all Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability of Seller in respect of indebtedness; (i) all Liabilities arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release any violation of any Materials of Environmental Concern applicable Law or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) Order relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business period prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement)Seller; (viiij) any Liability for Liabilities arising under any escheatment, abandoned property or obligation related similar Law with respect to any costs, fees, Taxes and expenses in connection the Assumed Liabilities or which otherwise remain with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountantsSeller; (ixk) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) all Cure Amounts and Employee Costs in excess of the Disclosure ScheduleCap Amount up to and including the Excess Cure Cap Amount, and all Cure Amounts in respect of any Rejected Executory Contract or Rejected Real Property Lease; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xiil) all Liabilities of Seller pursuant to the Sellers arising out of WARN Act or relating similar state and local Law (and Seller shall cause to be filed and delivered notices in respect thereof), or in connection with any pre-Closing non-compliance of Seller or alleged non-compliance the Business with applicable Laws not assumed (and claims that have been or may be made there against under any pending action in Section 2.4(h); (xiiiconnection with) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or Laws relating to wages, hours, pay equity, employment equity, conditions of employment, employment standards, human rights, employee privacy, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding Taxes and/or social security Taxes and contributions and any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced similar Tax or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating theretocontribution; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (im) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any other Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of Seller that is not expressly included among the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveAssumed Liabilities.

Excluded Liabilities. (a) Except for the Assumed Liabilities, the Purchaser shall not assume or become in any way be responsible forfor any other obligations or liabilities of Seller. Without limiting the generality of the foregoing, the Assumed Liabilities will not include: (a) all expenses, obligations and liabilities of Seller arising from, relating to or associated with the operation of the Business through the Closing (whether or not payable before, at or after the Closing); (b) except to the extent set forth in Section 1.10, any liability for (i) Taxes, including (i) Taxes arising as a result of Seller’s operation of its business or ownership of the Acquired Assets prior to the Closing, (ii) any Taxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement, and shall not be deemed to have assumed (iii) any employment Taxes paid or to have become responsible for, be paid by Seller that relate to periods on or prior to the Closing Date; (c) any Liabilities of Sellers or liability under any of Sellers’ Affiliates Contract that are is not Assumed Liabilities, an Assigned Contract including the following Liabilities any liability arising out of or relating to Seller’s credit facilities, any security interest related thereto, or any warranty claim; (d) any liability relating to Benefit Plans; (e) any obligation of Seller under this Agreement or any other agreement, document or instrument entered into by Seller pursuant to this Agreement, including any liability of Seller for expenses incurred by Seller or its Affiliates in connection with this Agreement and any liability of Sellers’ Affiliates Seller for any bonuses, commissions, or incentive payments paid or payable to any Person by reason of the consummation of the transactions contemplated hereby; (excluding f) the Purchased EntitiesSeller Expenses; (g) any Indebtedness not otherwise an Assumed Liability; (h) any liability arising out of any action, subject to Section 2.5(b)arbitration, claim, proceeding or litigation of any nature (whether or not disclosed and regardless of the date on which such action, arbitration, claim, proceeding or litigation is commenced) against Seller (together with the Liabilities described in Section 2.5(bincluding those pending as of Closing), or relating to the “Excluded Liabilities”):pre-Closing operation of the Business, even if commenced after Closing; (i) any Liability Environmental Liability; (j) any liability to the extent arising out of Seller’s noncompliance with any Law, Order of any Governmental Authority or Legal Requirement prior to the Closing Date; (k) any liability to the extent arising out of the failure of Seller to comply with any agreement, Contract, lease, license or other commitment prior to the Closing Date; (l) any liability for wages, remuneration, compensation (including any equity grants, bonuses or commissions due any employee arising in connection with the transactions contemplated hereby), benefits, severance or other accrued obligations (i) associated with any current or former employee, consultant, director or other service provider of Seller or any Affiliate of Seller who does not become a Transferred Employee (or any dependent or beneficiary thereof), and (ii) with respect to any Transferred Employee, arising solely in connection with his or her service to Seller or any Affiliate of Seller prior to the date hereof; (m) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker's compensation Law or regulation or under any federal or state employment Law or other Law or regulation relating to employment, discrimination, classification or other matters relating to current or former employees, consultants, directors or other service providers (including any Excluded Asset or the operation or conduct by Sellers service providers), in any case, with respect to (i) any individual who does not become a Transferred Employee (or any of their Affiliates of any business (other than the Businessdependent or beneficiary thereof), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of Transferred Employee, arising solely in connection with his or her service to Seller or any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives Affiliate of the Sellers or the Purchased Entities occurring or initiated on or Seller prior to the Closing; (iiin) any Liability with respect liability of Seller based upon Seller’s acts or omissions occurring after the Closing; (o) any liability to Taxes distribute to or otherwise apply to any of Seller's stockholders all or any part of the consideration received hereunder; (p) any liability relating to or arising out of a Data Security Incident or commencing prior to the Closing, regardless of whether the Data Security Incident is discovered prior to the Closing and regardless of whether the Data Security Incident is ongoing after the Closing; and (q) any liabilities relating to or arising out of the Business or the Purchased Assets for which the Sellers Excluded Assets. Liabilities of Seller that are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or are herein referred to collectively as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any coststhe “Excluded Liabilities”. Seller will maintain sole responsibility of, feesand solely shall retain, Taxes pay, perform, and expenses in connection with the investigationdischarge, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Excluded Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto)Seller when due. (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Neither Parent nor Purchaser shall not assume Sub is assuming or become responsible foragreeing to pay, and shall not be deemed to have assumed perform or to have become responsible forotherwise discharge any other Liability, any Liabilities of Sellers whether absolute or any of Sellers’ Affiliates that are not Assumed Liabilitiescontingent, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”): (i) any Liability to the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇▇ or inchoate, ▇▇ Illinois and/or Juarez will not liquidated or unliquidated, or otherwise, other than solely with respect to Purchaser Sub, the Assumed Liabilities and all such other Liabilities of the Company and its Affiliates, including the following, shall be referred to as “Excluded Liabilities”, and all Excluded Liabilities shall be retained by the Company or the other Persons liable for such obligations: (a) any Liabilities in and respect of itself mean that such a Liability Taxes for which the Company or any of its Affiliates is an Excluded Liability unless it would be otherwise excluded liable pursuant to this Section 2.52.2(d); (ii, Section 2.6(d) or Section 6.4, any Liability Liabilities of the Company or its Affiliates for Taxes, and any Seller for (A) Liabilities in respect of payments required to be made after the Closing Date under any IndebtednessTax sharing, including any guarantee of Indebtedness or (B) restructuringTax indemnity, severance Tax allocation or similar costs and expenses related contracts to reduction in force initiatives which the Company, its Affiliates or any of the Sellers Purchased Assets was obligated, or the Purchased Entities occurring or initiated was a party, on or prior to Closing; (iiib) any Liability with Company Expenses other than payments made in respect of the Retention Program in an amount not to Taxes exceed $25 million; (c) any indebtedness of the Company or its Affiliates; (d) any Liabilities in respect of any Excluded Assets and any Liabilities to the extent not relating to the Purchased Assets; (e) all Liabilities pursuant to the WARN Act arising prior to the Closing Date and all Liabilities (other than the Assumed Employee Liabilities) relating to or arising out of any compensation, employee benefits, accrued vacation or paid time off, deferred compensation, pension or retirement plans, the Business CBAs or other programs, policies, procedures or other arrangements of any type or description, including for this purpose any benefits provided or available to current or former employees, dependents of employees or former employees, independent contractors or any other person, which are maintained or contributed to (or formerly maintained or contributed to) by the Purchased Assets for Company or any Affiliate or former Affiliate of the Company, or to which the Sellers are responsible for pursuant Company or its Affiliates or former Affiliates has or formerly had any obligation to Section 8.4contribute or provide benefits, however maintained, funded or sponsored, whether or not legally binding or subject to ERISA, whether providing individual or a group coverage, and whether written or unwritten, funded or unfunded, insured or self-insured; (ivf) except for the Assumed Employee Liabilities, any Liabilities relating to (i) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating Transferred Employee to the service extent arising on or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other thanor the applicable Subsequent Closing, for the avoidance of doubtDistribution Center Closing or Inactive Employee Transfer Date), (xii) products current or services sold former employees of the Company or delivered any of its Affiliates who are not Transferred Employees or (iii) the incurrence or triggering of any withdrawal liability under ERISA by the Business in the ordinary course Company or any of its business ERISA Affiliates (including any contingent or secondary withdrawal liability) to any Multiemployer Plan (yA) Liabilitiesat or prior to the Closing, other than any such liability caused by the failure of Purchaser’s Sub to comply with its obligations or covenants arising from or related to a Purchased Contract set forth on under Section 2.5(a)(vii) of the Disclosure Schedule), or 6.15 and (B) following the real property located in FreeportClosing, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in solely to the extent caused by the failure of the Company or its Affiliates to comply with their obligations under Section 2.4(e) or as set forth in any Ancillary Agreement)6.15; (viiig) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (xi) Liabilities arising out of the ownership or relating to any matters set forth on Sections 4.9 and 4.20 operation of the Disclosure Schedule; Purchased Assets prior to the Closing (xior the applicable Subsequent Closing or Distribution Center Closing) all or any Proceeding related to or arising out of any occurrence or event happening prior to the Closing (or the applicable Subsequent Closing or Distribution Center Closing), in each case other than to the extent included in the Assumed Pre-Closing Liabilities, (ii) Liabilities arising under any Environmental Law or relating regarding any Hazardous Materials to any Contract that is the extent arising from, related to, or resulting from the ownership or operation of the Purchased Assets other than to the extent (A) not a Purchased Contract, included in the Assumed Pre-Closing Liabilities or (B) a Material Contract that arising from events or conditions first occurring or existing after the Closing (1or the applicable Subsequent Closing or Distribution Center Closing), (iii) is not set forth on Section 2.4(b1199SEIU Liabilities other than to the extent included in the Assumed Pre-Closing Liabilities or (iv) other than payments made in respect of the Disclosure ScheduleRetention Program in an amount not to exceed $25 million, (2) is not Made Available in sections III.FLiabilities arising from the conduct, VI.B.2.bwhether before, VI.B.2.cat or after the Closing, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to business of the date hereof Company other than the operation of the Acquired Stores, Distribution Centers and (3) is not a Post-Signing Assumed Contractthe Purchased Assets; (xiih) all any Liabilities of related to the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed Company’s Wellness+ and Plenti programs other than as set forth in Section 2.4(h)1.3(b) above; (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to Liabilities of the extent arising out of relating Company for intercompany loans or payables to any Purchased Entity Excluded Asset; Affiliates of the Company (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee payables and other liabilities or obligations of Indebtedness; (iii) any Liability the Company or its Affiliates with respect to Taxes the Acquired Stores owed to any other business unit of the Purchased Entities for which Company or any of the Sellers are responsible pursuant to Section 8.4;Company’s Affiliates); and (ivj) any Liabilities of the Purchased Entities Company reserved for, or required by GAAP to be reserved for, on the balance sheet of the Company as of the Closing, except to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as specifically set forth in subsections (a) and (b) aboveSection 1.3 of this Agreement.

Excluded Liabilities. (a) Purchaser shall Notwithstanding any other provision of this Agreement, all liabilities or obligations of the Seller not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, any Liabilities of Sellers or any of Sellers’ Affiliates that are not constituting Assumed Liabilities, including without limitation the following Liabilities following, shall not be assumed by the Buyer and shall remain the sole responsibility of or relating to any the Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “"Excluded Liabilities”): (i") any Liability to excepting only the extent arising out of or relating to any Excluded Asset or precise liabilities and in the operation or conduct precise amounts, if any, designated by Sellers or any of their Affiliates of any business (other than the Business), (it Buyer as being understood that assumed by the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for Buyer pursuant to Section 8.4;2.2: (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities 2.3.1 All accounts payable arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all amounts owed to vendors, suppliers or representatives and all commissions. 2.3.2 All liabilities or obligations for borrowed money, deferred purchase price of goods or services and guarantees or other credit support obligations in respect of any of the foregoing, whether direct or in the form of a guarantee or similar contingent obligation. 2.3.3 All liabilities, obligations, claims, actions or proceedings, whether or not contingent and whether or not asserted on or prior to the Closing, to the extent they relate to occurrences, events or periods prior to the Closing. 2.3.4 All liabilities, obligations, claims, actions or proceedings, whether or not contingent and whether or not asserted on or prior to the Closing, that relate to any income Tax (as defined below) of the Seller or that relate to any other federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, profits, customs, duties, franchise, withholding, employment, real property, personal property, sales, use, transfer, registration, estimated, or other taxes, fees, levies, duties, imposts or charges of any kind, including any interest, penalty, or addition thereto, whether disputed or not ("Tax"), in respect of occurrences, events or periods prior to the Closing. 2.3.5 All liabilities and obligations relating to Excluded Assets. 2.3.6 All liabilities relating to warranty, product returnliability and similar matters arising from occurrences prior to the Closing or from any product manufactured, replacementremanufactured, rebatesold or distributed prior to the Closing. 2.3.7 All liabilities resulting from any obligation of the Business arising prior to the Closing that relate to any account receivable, credit including without limitation product returns, deductions, off-sets, chargebacks, price protection provisions, cooperative advertising allowances or other reductions or dilutions. 2.3.8 All liabilities accrued on the balance sheet of the Seller, including without limitation employee bonuses and warranty other compensation, bonuses related to the transactions contemplated hereby and similar obligations pursuant to any contract constituting an Excluded Asset. 2.3.9 All compensation, benefit and other employment related claims, including wages, severance, vacation, sick leave, Comprehensive Omnibus Budget Reconciliation Act (including Ordinary Course Warranty Obligations"COBRA") relating theretoclaims and similar claims arising under state law, all Worker Adjustment and Retraining Notification Act ("WARN Act") claims, and all products liabilities (including Products Liability Claims) relating thereto; andmedical, dental and similar claims and disability claims. (xv) those Liabilities arising out of 2.3.10 All royalties and similar obligations relating to the Reorganization Actions (including use of any Transfer Taxes and any costs related trade name, trademark, service ▇▇▇▇, patent or patent right or to obtaining any required third party consents related thereto)the sale of products. (b) Purchaser shall 2.3.11 All liabilities and obligations arising under any intercompany or interdivisional account. 2.3.12 All liabilities and obligations arising under any contract, license, real or personal property lease, purchase order, customer order or other agreement or obligation of the Seller that is not assume or become responsible for, and shall not be deemed expressly assumed by the Buyer pursuant to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtednessthis Agreement, including without limitation Buyer does not hereby assume any guarantee of Indebtedness;purchase orders now or hereafter entered into by Seller and assumes no obligation to complete Seller's work-in-progress. (iii) any Liability with respect to Taxes 2.3.13 All liabilities and obligations of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity Seller arising because it is or has been treated as a single employer result of or in connection with any other Person (other than failure by the Purchaser Seller to comply with any bulk sales or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA;bulk transfers laws. (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) 2.3.14 All liabilities and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity resulting from noncompliance prior to the Closing Date (with any treaty or national, regional or local laws, including judicial and administrative rules and directives, and including all such laws relating to environmental liabilities. 2.3.15 All other thanliabilities and obligations of the Seller of any nature, for the avoidance of doubtpast, products present or services sold future, fixed or delivered contingent, disclosed or undisclosed, now existing or hereafter arising, that are not expressly assumed by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveBuyer pursuant to this Agreement.

Excluded Liabilities. (a) Purchaser Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume or become responsible for, only the Assumed Liabilities and shall not be deemed to have assumed or to have become responsible for, any Liabilities of Sellers or neither Buyer nor any of Sellers’ its Affiliates that are not Assumed Liabilities, including the following Liabilities shall assume any other liability or obligation of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”): (i) any Liability to the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not WTGS TV, the Seller or any of their Affiliates of whatever nature, whether presently in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to existence or arising out hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ , WTGS TV, the Seller or Juarez solely its Affiliates pursuant to the extent reflected terms of this Agreement or the Option Exercise Agreement, as applicable (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Final Net Working Capital;Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (xiva) all Liabilities arising out of any liability or relating obligation under or with respect to any product of Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the Business that is not terms thereof to be discharged prior to the Effective Time or as set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto2.04(a).; (b) Purchaser shall not assume any liability or become responsible forobligation for which the ▇▇▇▇▇▇▇, and shall not be deemed to have assumed or to have become responsible forWTGS TV, LIN Companies, the following Liabilities Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the ▇▇▇▇▇▇▇, WTGS TV, LIN Companies, Seller or any of their Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any Purchased Entity:of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of their Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Station, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any Liability liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not from or related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than period prior to the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv)Effective Time; and (viiik) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes liability of the determinations ▇▇▇▇▇▇▇, WTGS TV, LIN Companies, Seller under this Agreement or any document executed in Section 3.4connection therewith, including the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveAncillary Agreements.

Excluded Liabilities. Notwithstanding Section 1.3 hereof, at the Closing, the Buyer shall not be assuming the following liabilities and obligations of the Company relating to the Business: (a) Purchaser shall not assume All intercompany accounts payables; (b) All liabilities in respect of any action, claim, suit, litigation, proceeding, labor dispute, arbitral action, governmental audit, inquiry, criminal prosecution, investigation or unfair labor practice charge or complaint ("Action") that: (i) were served on the Company on or before the Closing Date; or (ii) arise out of the conduct of the Business on or prior to the Closing Date regardless of when served except to the extent that such Actions referred to in this clause (ii) relate to Assumed Liabilities; (c) All liabilities for and relating to Indebtedness; (d) All liabilities under any Benefit Plans; (e) All liabilities with respect to former employees of the Business; (f) All liabilities and obligations of the Company or the Parent or any affiliate of either thereof for Taxes, including without limitation, (i) any of such Taxes arising as a result of the Company's operation of the Business or ownership of the Assets on or before the Closing, (ii) any liability for Taxes pursuant to a tax sharing agreement or tax indemnity or by virtue of the Company or the Parent being a transferee or a successor, (iii) any Tax liability resulting from the Company or the Parent being liable for the Taxes of any consolidated, combined or unitary or similar group pursuant to Treasury Regulations Section 1-1502-6 or any analogous state or local tax provision and (iv) except as provided in Section 9.2(a), any Transfer Taxes; (g) All liabilities and obligations of the Parent or any affiliate of the Parent of any nature, whether absolute, accrued, contingent, determined, determinable or otherwise, including without limitation, any indemnification liability or obligation of the Parent or an affiliate of the Parent, for which the Company is or may become responsible forliable, and shall not be deemed to have assumed or to have become responsible for, any Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or all withdrawal liabilities relating to any Seller multiemployer pension plans of the Parent; (h) All liabilities and obligations of the Company to third parties in respect of tort claims involving the Business (whether personal injury, bodily harm or any property damage) that arise from products of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with Business sold on or before the Liabilities described in Section 2.5(b), the “Excluded Liabilities”):Closing Date; (i) All liabilities and obligations of the Parent or the Company for any Liability medical reimbursements to the extent employees of the Company relating to medical expenditures incurred by the employees of the Company on or prior to the Closing Date; (j) All liabilities and obligations of the Company or the Parent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers Environmental Condition or any of their Affiliates of noncompliance with any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5)Environmental Law; (iik) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs All liabilities and expenses related to reduction in force initiatives obligations of the Sellers Company or the Purchased Entities occurring or initiated Parent under any of the Excluded Contracts; (l) All liabilities and obligations of the Company and the Parent under this Agreement; (m) All liabilities and obligations of the Company and the Parent arising out of the Company's use of the trademarks FN (and design), FLENNUT and FLENNOR on or prior to Closing;the Closing Date; and (iiin) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) All liabilities and obligations relating to the service or employment with Excluded Assets. In addition to the Business or termination of service or employment from foregoing liabilities and obligations, at the Business of any Person (other than Assumed Liabilities)Closing, or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or the Buyer shall not be assuming any other benefit liability or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) obligation of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or Company relating to the Business that are expressly except as specifically set forth on under Section 2.5(a)(ix) 1.3 hereof (collectively, the "Excluded Liabilities"). The Excluded Liabilities shall be and remain the sole and exclusive responsibility of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating theretoCompany, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of the Company shall be solely liable and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible forperform and discharge in full, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes all of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveLiabilities.

Excluded Liabilities. (a) Purchaser Buyer shall not assume assume, whether as a transferee or become responsible forsuccessor, by contract or otherwise, and shall not be deemed to have assumed liable or to have become responsible for, any Liabilities Liability or Encumbrance of Sellers Seller of any kind whatsoever, whether known or any of Sellers’ Affiliates that are not Assumed Liabilitiesunknown, including the following Liabilities of liquidated or relating to any Seller contingent, presently in existence or any of Sellers’ Affiliates arising or asserted hereafter (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”):). Without limiting the foregoing, Seller shall retain and be responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to: (ia) Any breaches of any Liability Seller Contract prior to or after the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers Closing Date or any of their Affiliates of payments or amounts due under any business Seller Contract prior to or after the Closing Date, including, without limitation, the Liabilities set forth on Schedule 2.3 (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5a); (b) Any Taxes attributable to or imposed upon (i) Seller or any of its Affiliates, or the Business or (ii) any Liability of any Seller the Purchased Assets for the Pre-Closing Period; (Ac) any IndebtednessAny loans, other indebtedness, or accounts payable (including any guarantee such Liabilities owed to Affiliates of Indebtedness Seller), including, without limitation, the Liabilities listed on the Seller Debt Schedule; (d) Any legal or (B) restructuringequitable action or judicial or administrative proceeding initiated at any time, severance or similar costs and expenses to the extent related to reduction in force initiatives of the Sellers any action or the Purchased Entities occurring or initiated omission on or prior to Closingthe Closing Date, including, without limitation, any Liability for (i) infringement or misappropriation of Intellectual Property, including, without limitation, the Liabilities set forth on Schedule 2.3 (d); (ii) breach of product warranties; (iii) injury, death, property damage or losses caused by Seller Products or the manufacture or design thereof; or (iv) violations of any privacy laws or any other Legal Requirements; (iiie) any Liability with respect Any expenses and fees incurred by Seller incidental to Taxes relating to or arising out the preparation of the Business Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including all broker, counsel and accounting fees; or (f) Any Legal Requirement applicable to Seller, the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal Assumed Liabilities on or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery a violation of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not such a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto)Legal Requirement. (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or become be liable for any of the following obligations or liabilities of Seller and its Subsidiaries (collectively, the "Excluded Liabilities"), and Seller and its Subsidiaries shall retain, and shall continue to be responsible after the Closing Date for, and shall not be deemed forever indemnify and defend Purchaser and its Affiliates and hold them harmless from and against all of the Excluded Liabilities: (a) any and all inter- and intra-company payables (except for such payables set forth in Section 1.1(f) of the Seller Disclosure Letter); (b) the 100 Oaks Liability; (c) any and all Liabilities for (x) Taxes of Seller or any Affiliate thereof or (y) Taxes that are imposed by any taxing authority with respect to have assumed taxable periods ending on or prior to have become responsible forthe Closing Date that result from, arise out of or relate to the Portfolio, in all cases except as otherwise provided in Section 1.9 (in respect of certain prorated items for the calendar year in which the Closing occurs as provided therein) and Section 4.7 (Transfer and Gains Taxes); (d) subject to Sections 3.1(d) and 4.12, any and all Employee Liabilities; (e) any and all obligations or other Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilitiesto the extent resulting from, including the following Liabilities of arising out of, or relating to the Tax Protection Agreement (as defined in the Merger Agreement) and any obligation of Seller or any of Sellers’ its Affiliates to indemnify any Person for Taxes; (excluding f) any and all obligations and other Liabilities arising out of or in connection with any negligent action or negligent omission that results in a breach of any of Seller's covenants or agreements set forth in either (i) clause (1) of Section 3.1(a) or (ii) Section 3.1(b) (except during the Purchased Entitiestime when Purchaser is managing, subject pursuant to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b3.1(d), the “Excluded Liabilities”):relevant Portfolio Property and such action or omission was among the responsibilities of Purchaser pursuant to the Management Agreement); (g) any and all obligations and other Liabilities arising out of or in connection with Seller's violation of Section 3.1(a) or Section 3.1(b) to the extent that such violation results from Seller's or any of its Subsidiaries' (x) failure to pay Taxes, debts or other obligations when due, (y) incurrence of new indebtedness with respect to any Portfolio Property or (z) sales or other dispositions or transfers of any Portfolio Property; (h) all items of income and expense that are assumed by Seller pursuant to Section 1.9; and (i) any Liability to the extent arising other Liabilities that do not result from, arise out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating relate to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or Portfolio except as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto)otherwise specifically provided herein. (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.

Excluded Liabilities. (a) Purchaser Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume or become responsible for, only the Assumed Liabilities at the Closing and shall not be deemed to have assumed or to have become responsible for, any Liabilities of Sellers or neither Buyer nor any of Sellers’ its Affiliates that are not Assumed Liabilities, including the following Liabilities shall assume any other liability or obligation of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”): (i) any Liability to the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, Tribune or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained, performed and discharged by, and remain obligations and liabilities of, ▇▇ Illinois and/or Juarez will ▇▇▇▇▇▇▇, Tribune or any of their respective Affiliates (all such liabilities and obligations not being assumed as Assumed Liabilities being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in and Section 2.03, each of itself mean that such a Liability is an the following shall be deemed Excluded Liability unless it would Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Governmental Authorization, Order, Real Property Lease or Revenue Lease required by the terms thereof to be otherwise excluded pursuant discharged (or in respect of any breach thereof) prior to this the Effective Time or as set forth on Section 2.5)2.04(a) of the Disclosure Schedules; (iib) any Liability liability or obligation for which ▇▇▇▇▇▇▇▇, Tribune or any of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness their respective Affiliates has already received or (B) restructuring, severance will receive the partial or similar costs and expenses related to reduction in force initiatives full benefit of the Sellers Purchased Asset to which such liability or obligation relates, but only to the Purchased Entities occurring or initiated on or prior to Closingextent of such benefit received; (iiic) any Liability with respect liability related to Taxes the Indebtedness of ▇▇▇▇▇▇▇▇, Tribune or any of their respective Affiliates, including as set forth on Section 2.04(c) of the Disclosure Schedules; (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees, Employees who are not Transferred Employees, and any former employees of ▇▇▇▇▇▇▇▇, Tribune or any of their respective Subsidiaries that are not Transferred Employees; (f) any liability or obligation relating to or arising out of any ▇▇▇▇▇▇▇▇ Plan or Tribune Plan, except to the extent such liability or obligation is expressly assumed by Buyer under Article VIII; (g) except to the extent prorated in accordance with Section 2.08(c), any liability or obligation relating to the bonuses, vacation, sick time or other paid time off, with respect to the Transferred Employees, that accrues or arises from services performed prior to the Employment Commencement Date; (h) any Tax liability or obligation (i) for Pre-Closing Tax Periods (including any Taxes allocable under Section 9.04(d) to the portion of any Straddle Period ending on the day prior to the Closing Date) with respect to the Purchased Assets (except as expressly provided for in Section 9.02) or (ii) imposed on or payable by or with respect to ▇▇▇▇▇▇▇▇, Tribune or their respective Affiliates (except as expressly provided in Section 9.02), and with respect to clause (ii), excluding any such liability or obligation relating to the Purchased Assets; (i) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of ▇▇▇▇▇▇▇▇, Tribune or any of their respective Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (j) any liability or obligation for (i) (x) any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby or contemplated by the Merger Agreement (including any termination of employment in connection therewith) that is due and payable on or prior to the Effective Time or the Employment Commencement Date, whichever is later, or (y) any liabilities relating to any retention or stay bonus or similar payment to which a Transferred Employee is entitled as of the Closing Date that will become due and payable following the Closing Date or the Employment Commencement Date (whether or not the employment of such Transferred Employee is terminated following either such date), (ii) any claims by or on behalf of Transferred Employees arising during or to the extent relating to periods prior to the Employment Commencement Date, except to the extent taken into account as a proration in accordance with Section 2.08(c), and (iii) the matters set forth in Section 8.06 with respect to equity awards; (k) the liabilities and obligations arising out of, or with respect to, the Business or the operations of any of the Stations, including the owning or holding of the Purchased Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder), including any Proceeding arising from or related to the period prior to the Effective Time; (l) all Excluded Environmental Liabilities; (m) all liabilities and obligations of ▇▇▇▇▇▇▇▇, Tribune or any of their respective Affiliates (i) not related to the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities)Assets, or (Bii) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10);that are not Assumed Liabilities; and (vin) any Liability pursuant to this Agreement, any Ancillary Agreement liability or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of Tribune under, or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closingwith, this Agreement or any document executed in connection therewith, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume Ancillary Agreements or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to sales process for the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any IndebtednessStations, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is fees or has been treated expenses incurred in connection therewith except as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered otherwise agreed by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveparties.

Excluded Liabilities. (a) Notwithstanding anything to the contrary contained herein, Purchaser shall not assume any duties, obligations or become responsible forliabilities of Seller of any kind, and shall whether known, unknown, contingent or otherwise, other than the Transferred Liabilities, including any duty, obligation or liability: (1) not directly relating to the Transferred Assets; (2) attributable to any acts or omissions to act taken or omitted to be deemed to have assumed taken by or to have become responsible for, any Liabilities on behalf of Sellers Seller (or any of Sellers’ Affiliates that are not Assumed Liabilitiesits Affiliates) prior to the Effective Time in violation of any applicable laws, contracts or legal or fiduciary duties; (3) attributable to any actions, causes of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its affiliates or direct or indirect Subsidiaries); (4) for (i) Taxes relating to the Transferred Assets or the Transferred Liabilities for taxable periods (or portions thereof) ending on or prior to the Closing Date and (ii) Taxes for which Seller is liable pursuant to Section 2.1(h); (5) except as expressly set forth in Section 8.13, relating to the Employees in any respect, including the following Liabilities employment or termination of or employment of any Employee, in the case of each Branch Employee relating to any period prior to the time such Branch Employee become employed by Purchaser as contemplated hereby, and relating to the Benefit Plans, ERISA, COBRA or the WARN Act in any respect, whether arising before or after the Effective Time (for avoidance of doubt, Excluded Liabilities include any duty, obligation or liability arising under the Seller Employment Agreements, the Parent Equity Incentive Plans, any contract listed on Schedule 6.8(b)(ii) or any of Sellers’ Affiliates plan listed on Schedule 6.8(b)(iii)); (excluding 6) arising from circumstances, events or conditions prior to the Purchased Entities, subject Effective Time and not expressly assumed hereunder; and (7) all amounts due and payable to Section 2.5(b)) any Affiliate (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”): (i) any Liability to the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the . For avoidance of doubt, (x) products or services sold or delivered by Excluded Liabilities shall include the Business in the ordinary course of its business or (y) Perryville Loan Liabilities, obligations or covenants arising from or related and Purchaser shall not be a successor to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related Seller with respect to any costs, fees, Taxes and expenses in connection with Perryville Loan Liabilities. This Section 2.1(f) is not intended to enlarge the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery rights of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or any third parties relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any Excluded Liabilities. Nothing contained in this Agreement shall prevent either party hereto from contesting matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Excluded Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) abovethird party.

Excluded Liabilities. (a) Purchaser shall not assume or become responsible forNotwithstanding any provision in this Agreement to the contrary, the Buyers are assuming only the Assumed Liabilities and shall not be deemed to have assumed or to have become responsible for, any Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities assuming any other liability or obligation of or relating to any Seller or any its Affiliates of Sellers’ whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain liabilities and obligations of such Seller or its Affiliates (excluding the Purchased Entities, subject all such liabilities and obligations not being assumed being herein referred to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), as the “Excluded Liabilities”):). Without limiting the generality of the foregoing, the Excluded Liabilities shall include: (ia) all liabilities and obligations in respect of any Liability product liability, breach of warranty or similar claims for injury to person or property related to Products sold prior to the extent arising out of Effective Time (including any action, suit, investigation or proceeding relating to any Excluded Asset such liabilities or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5obligations); (b) all liabilities and obligations relating to (i) the return of any Products before the Effective Time and (ii) any Liability the return of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of Products after the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to Effective Time that were shipped by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect its Affiliates to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business a third party prior to the Closing Date which are either (A) expired on the date of such return, (B) have an expiration date that is less than 12 months after the date of such return or (C) at the time of such return are not in a condition that can be resold by the Buyers (other thanthan as a result of actions or omissions by Buyers or their respective Affiliates) (collectively, the “Seller Returns”); provided that in the event that Sellers deliver Inventory to Buyers from lots that include Inventory that was sold by Sellers prior to the Effective Time, Sellers shall be responsible for a percentage of the credit liability associated with returns of Inventory included in such lot equal to the percentage of the Inventory included in such lot that was sold prior to the Effective Time, and Buyers shall be responsible for the remaining credit liability associated with returns of Inventory included in such lot; (c) (i) all liabilities and obligations for rebates, discounts, chargebacks and other offsets to the price charged for the Products occurring before the Effective Time and (ii) all liabilities and obligations for rebates, chargebacks and other offsets to the price charged for the Products (but excluding, for the avoidance of doubt, cash discounts and wholesaler fees) occurring during the six-month period after the Effective Time; (xd) products all liabilities and obligations arising under the Assumed Contracts to the extent such obligations (i) arise out of actions or services sold events arising or delivered occurring prior to the Closing Date or (ii) such obligations arise out of a breach or default (with or without the giving of notice or the lapse of time or both) by any of the Sellers or their respective Affiliates prior to the Closing Date; (e) all liabilities and obligations arising out of any action, suit, investigation or proceeding to the extent relating to or arising out of actions or events arising or occurring prior the Effective Time relating to the Products, the Business or the Purchased Assets; (f) all liabilities and obligations of a Seller or any of their respective Affiliates for Taxes and Taxes related to the Purchased Assets for any Pre-Closing Tax Period; provided that Transfer Taxes incurred in connection with the transactions contemplated by this Agreement and Apportioned Obligations shall be paid in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities manner set forth in Section 2.4(e6.02 hereof; (g) all liabilities and obligations under a Seller’s employee benefits or as set forth in compensation arrangements; (h) all current liabilities of Sellers and their respective Affiliates (including any Ancillary Agreementcurrent liabilities arising prior to the Effective Time relating to the Purchased Assets, the Business or the Products); (viiii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountantsall Environmental Liabilities; (ixj) those Liabilities all liabilities and obligations of any Seller to any Affiliate of such Seller (regardless of whether such liability or obligation is related to the Business, the Purchased Assets or the Products); (k) all liabilities arising under Permitted Liens on any Purchased Asset as of the Closing that are not released at Closing; (l) all liabilities and obligations relating to an Excluded Asset; and (m) all other liabilities, obligations and commitments of whatever kind and nature, whether primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating directly or indirectly to the Purchased Assets, the Business that are expressly set forth on Section 2.5(a)(ix) of or the Disclosure Schedule; (x) Liabilities arising out of or relating Products, but only to the extent related to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser period prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of Effective Time). Notwithstanding anything to the Sellers arising out of contrary in this Agreement or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accountsotherwise, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out that any liabilities or obligations are or would have been liabilities or obligations or otherwise the responsibility of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser Buyer Parent or any of its Affiliates) pursuant to Affiliates under the Existing Agreements (assuming for this purpose that the Existing Agreements had remained in full force and effect and that Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv2.08 has been disregarded), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, such liabilities or obligations or covenants shall be deemed not to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any be Excluded Liabilities as set forth in subsections (a) and (b) aboveshall be deemed to be Assumed Liabilities under this Agreement.

Excluded Liabilities. (a) Purchaser shall Notwithstanding any other provision of this Agreement or any other writing to the contrary, Buyer does not assume or become responsible forassume, and shall not be deemed have any obligation to have assumed pay, perform or to have become responsible fordischarge, any Liabilities liability of Sellers or any of Sellers’ Affiliates that are not Seller other than the Assumed Liabilities, including the following Liabilities all of or relating to any which shall be retained by and remain liabilities, obligations and commitments of Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”):). Excluded Liabilities shall include: (ia) any Liability to the extent liabilities, obligations or commitments arising out of or relating to any Excluded Asset or that certain [*] Agreement by and among [*] and Seller (the operation or conduct by Sellers or any of their Affiliates of any business “[*] Agreement”) dated [*] (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5“[*] Date”); (iib) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liabilityliabilities, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities commitments arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) ownership or use of the Disclosure SchedulePurchased Assets prior to the Closing Date; (xc) Liabilities any obligations with respect to the employment of any individual who is a party to any confidentiality or non-disclosure agreement listed on Schedule 2.1(c); [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (d) any liabilities and obligations arising out of or relating to the return of Products or any matters set forth product liability, breach of warranty or similar claim for injury or other harm to person or property, regardless of when asserted, that arises out the any clinical study or other development, use or misuse of Products supplied by, for or on Sections 4.9 and 4.20 behalf of Seller prior to the Disclosure ScheduleClosing Date; (xie) all Liabilities arising under or relating any obligations, if any, to make any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior payments to the date hereof ALS Charitable Remainder Trust dated August 28, 2006 (“ALSCT”) in accordance with that certain Royalty Agreement dated August 28, 2006 between Seller and (3) is not a Post-Signing Assumed ContractALSCT as amended by that certain letter agreement dated August 13, 2009 between Seller and ALSCT, on any sums payable by Buyer to Seller pursuant to this Agreement; (xiif) except to the extent specifically provided in Section 2.2, all Liabilities other liabilities, obligations and commitments, regardless of the Sellers when they are asserted, billed or imposed or when they become due or payable, of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to any non-compliance to, directly or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accountsindirectly, notes the Products or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely the Purchased Assets to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liabilitysuch liabilities, obligations or covenants to the extent arising out of or relating commitments are attributable to any assetsaction, propertiesomission, entities performance, non-performance, event, condition or business operations divested by any Purchased Entity circumstance prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) aboveDate.

Excluded Liabilities. (a) Purchaser Except for the Assumed Liabilities, Buyer shall not assume and under no circumstances shall Buyer be obligated to pay or assume, and neither the Assets nor any other assets of Buyer shall be or become responsible forliable for or subject to any liability, and shall not be deemed to have assumed indebtedness, commitment, or to have become responsible for, any Liabilities of Sellers or any obligation of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of whether known or relating to any Seller unknown, fixed or any of Sellers’ Affiliates contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b)collectively, the “Excluded Liabilities”):), including, without limitation, the following Excluded Liabilities: (a) any debt, obligation, expense or liability of Sellers that is not an Assumed Liability; (b) claims or potential claims for medical malpractice or general liability arising from events that occurred prior to the Effective Time; (c) those claims and obligations (if any) specified in Schedule 1.4 hereto; (d) any liabilities associated with or arising out of any of the Excluded Assets; (e) liabilities or obligations of Sellers in respect of periods prior to the Effective Time arising under the terms of the Medicare, Medicaid, TriCare/CHAMPUS, Blue Cross, or other third party payor programs, and any liability arising pursuant to the Medicare, Medicaid, TriCare/CHAMPUS, Blue Cross, or any other third party payor programs as a result of the consummation of any of the transactions contemplated under this Agreement; (f) any liability or obligation of Sellers for Taxes, including, without limitation, (i) any Liability Taxes arising as a result of Sellers’ operation of the Hospital or ownership of the Assets prior to the extent Effective Time, (ii) any property Taxes which are the obligation of Sellers pursuant to Section 1.9, and (iii) any liability of Sellers for the unpaid Taxes of any individual, entity or other party under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; (g) liability for any and all claims by or on behalf of Sellers’ employees relating to periods prior to the Effective Time including, without limitation, liability for any severance payments, pension, profit sharing, deferred compensation, or any other employee health and welfare benefit plans, liability for any EEOC claim, ADA claim, FMLA claim, wage and hour claim, unemployment compensation claim, or workers’ compensation claim (provided, however, that this clause (g) shall not apply to any and all employee benefits constituting Assumed Liabilities); (h) any obligation or liability accruing, arising out of of, or relating to any Excluded Asset federal, state or the operation local investigations of, or conduct by claims or actions against, Sellers or any of their Affiliates or any of their employees, medical staff, agents, vendors or representatives with respect to acts or omissions prior to the Effective Time; (i) any civil or criminal obligation or liability accruing, arising out of, or relating to any acts or omissions of Seller, their Affiliates or their directors, officers, employees and agents claimed to violate any constitutional provision, statute, ordinance or other law, rule, regulation, interpretation or order of any business Governmental Entity (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not as defined in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.53.8); (iij) any Liability liabilities or obligations arising as a result of any Seller for (A) breach by Sellers at any Indebtedness, including time of any guarantee of Indebtedness contract or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closingcommitment that is not assumed by Buyer; (iiik) liabilities or obligations arising out of any breach by Sellers prior to the Effective Time of any Contract; (l) any Liability recoupment with respect to Taxes periods prior to Closing in connection with audits performed by Zone Program Integrity Contractors, Medicare Recovery Audit Contractors, or other contractors or auditors pursuant to authority delegated by The Centers for Medicare and Medicaid Services (“CMS”), the OIG, or state agencies; (m) any liabilities or obligations relating to information requests, proceedings, subpoenas or production requests brought or made by third parties with respect to the compliance prior to Closing of any of the Assets (to the extent such Assets are not modified, altered or reconstructed after the Closing) with the requirements of the Americans with Disabilities Act, as amended, and Section 504 of the Rehabilitation Act of 1973; (n) any liabilities or obligations relating to or arising out from any Environmental Condition relating to any of the Business Assets occurring or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business existence prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered any noncompliance by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule)Sellers, or (B) the real property located in Freeportany Affiliate of Sellers, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in with respect to any Ancillary Agreement);Environmental Law; and (viiio) any Liability for or obligation related to any costsdebt, feesobligation, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contractexpense, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) liability of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out incurred solely as a result of any purchases from R▇▇▇▇▇▇▇▇▇ transaction of Sellers occurring after the Effective Time or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out for any violation by Sellers of any law, regulation, or relating to ordinance at any product of the Business time. Sellers hereby acknowledge and agree that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating theretothey are retaining, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to are liable for, the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible forExcluded Liabilities, and shall not be deemed to have assumed or to have become responsible forpay, the following Liabilities of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) discharge and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any perform all such Excluded Liabilities as set forth in subsections (a) and (b) abovepromptly when due.

Excluded Liabilities. (a) Purchaser The parties hereto agree that liabilities and obligations of Seller and the Subsidiaries not expressly described in Section 2.3 are not intended to be part of the Assumed Liabilities, and Buyer shall not assume or become responsible forobligated with respect to any other obligation or liability of HEALTHSOUTH, Seller or any Subsidiary or any Affiliate of any of them (collectively, "Excluded Liabilities"), including, but not limited to, the liabilities and obligations described in this Section, all of which shall remain the sole responsibility of Seller or the pertinent Subsidiary (other than a Transferred Subsidiary) or Affiliate, as the case may be, it being understood, however, that, as between Seller and the Subsidiaries (other than the Transferred Subsidiaries), on the one hand, and Buyer, on the other, Buyer shall bear the risk of and be responsible for the ongoing operations of the Facilities after the Closing, including the continuation or performance by Buyer after the Closing of any agreement or practice of the Subsidiaries. Without limiting the generality of the foregoing, Buyer shall not assume and shall have no liability or obligation of any kind for or with respect to any of the following, except to the extent expressly set forth in Section 2.3: (a) Any of Seller's or any of the Subsidiaries' liabilities or obligations (including, but not limited to, any liabilities or obligations under any tax sharing agreements) with respect to franchise taxes and with respect to foreign, federal, state or local taxes and other Taxes imposed upon or measured, in whole or in part, by the net income for any period ending on or prior to the Closing Date of Seller and/or such Subsidiaries or any member of a combined or consolidated group of companies of which Seller and/or such Subsidiaries are, or were at any time, a part, or with respect to interest, penalties or additions to any of such taxes, it being understood that Buyer shall not be deemed to have assumed or to have become responsible for, any Liabilities of Sellers be Seller's or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating Subsidiary's transferee with respect to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”): (i) any Liability to the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5)tax liability; (iib) any Liability Any of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness Seller's or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4; (iv) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, ' liabilities or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) the recapture of foreign, federal, state or local tax deductions or credits taken by Seller or such Subsidiary for any assets, properties, entities period ending on or business operations divested by any Seller in connection with the Business prior to the Closing Date imposed upon, or any taxable gain recognized by, Seller or such Subsidiary on account of the Transactions contemplated hereby; (other than, c) Liabilities or obligations of Seller or its Affiliates now existing or which may hereafter exist by reason of any alleged violation of Laws (as defined in Section 1.1) by Seller or any of its Affiliates on or prior to the Closing Date which does not relate to the Transferred Assets or the businesses or operations represented thereby; (d) Liabilities or obligations of Seller or a Subsidiary under any Assumed Contract which would be included in the Transferred Assets but for the avoidance provisions of doubtSection 2.12, unless Buyer is provided with the benefits thereunder as contemplated in such Section; (xe) products or services sold or delivered by Liabilities of Seller and the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants Subsidiaries arising from or related in connection with litigation not relating to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), Transferred Assets or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) businesses or as set forth in any Ancillary Agreement)operations represented thereby; (viiif) any Liability for or obligation related Subject to any costsSection 2.12(b), fees, Taxes liabilities of Seller and expenses the Subsidiaries incurred in connection with the investigationtheir obtaining any consent, preparationauthorization or approval necessary for them to sell, diligenceconvey, negotiationassign, approval, authorization, execution and delivery of this Agreement and the consummation (transfer or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountantsdeliver any Transferred Asset to Buyer hereunder; (ixg) those Except with respect to the mortgages and capitalized leases identified on Schedule 2.1(b) and the indebtedness evidenced thereby, all liabilities and obligations (including interest, penalties and other amounts due in respect thereof) with respect to which shall constitute Assumed Liabilities, any liability of Seller or a Subsidiary representing indebtedness for money borrowed or the deferred portion of the purchase price for any Owned Real Property (and any refinancing thereof), including without limitation the indebtedness identified on Schedule 2.4(g) and all interest, penalties and other amounts due in respect thereof; provided that if, prior to Closing, the parties mutually agree that any such indebtedness or obligation will be assumed by Buyer and further agree upon an equitable reduction in the cash portion of the Purchase Price (as defined in Section 2.5) to reflect Buyer's assumption of such indebtedness or obligation, then any such indebtedness or obligation will be deemed to constitute an Assumed Liability for all purposes of this Agreement; and provided further that with respect to any such indebtedness or obligation not so assumed by Buyer that constitutes a lien or encumbrance upon any Transferred Asset, Seller agrees that substantially concurrently with or prior to the Closing it will either pay or discharge such indebtedness or liability in full or otherwise cause such lien or encumbrance to be removed from such Transferred Asset, so that such Transferred Asset is sold, conveyed, assigned, transferred and delivered to Buyer at the Closing free and clear of such lien or encumbrance; (h) Such other liabilities and obligations, if any, specifically described in Schedule 2.4(h) and liabilities which would be Assumed Liabilities but for the provisions of Sections 2.12, 2.15, 8.5, 8.6 or 9.5; (i) Amounts due from Seller or the Subsidiaries arising from Intercompany Transactions; (j) Any liabilities or obligations of HEALTHSOUTH, Seller or a Subsidiary to employees who are not Hired Employees; (k) Any liabilities of HEALTHSOUTH or Seller to stockholders of HEALTHSOUTH or Seller (solely in their capacity as stockholders) as a result of the acquisition of Seller by HEALTHSOUTH; (l) Any liability for workers' compensation, general liability, professional liability or automobile liability arising out of occurrences prior to the Closing; (m) Any liability arising out of the termination by Seller or any Subsidiary of any of the Pension Plans; (n) Any obligation of Seller or any Subsidiary with respect to "earn-out" or similar contingent or deferred payments relating to the Business that are expressly set forth on Section 2.5(a)(ix) acquisition of assets or businesses prior to the Disclosure ScheduleClosing Date; (xo) Liabilities Any liability of Seller or any Subsidiary with respect to their respective employees arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business occurrences prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating theretoexcept as otherwise expressly provided herein; and (xvp) those Liabilities arising out of and relating to the Reorganization Actions Any liabilities in connection with Seller's Albuquerque corporate headquarters (including any Transfer Taxes and any costs related to obtaining any required third party consents related theretoliabilities under Section 2.3(n). (b) Purchaser shall not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, the following Liabilities in excess of any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability with $19,121,000. With respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv)Transferred Subsidiaries, (v)(A)Seller shall assume, (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity immediately prior to the Closing Date (other thanClosing, for the avoidance all liabilities of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any such Transferred Subsidiaries which are Excluded Liabilities as set forth in subsections (a) and (b) aboveLiabilities.

Excluded Liabilities. (a) Purchaser shall Buyer will not assume or become responsible for, and shall not be deemed to have assumed or to have become responsible for, any Liabilities of Sellers or any of Sellers’ Affiliates that are not Assumed Seller (such unassumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”):) other than those specifically set forth in Section 2.3. Without limiting the generality of the foregoing, in no event shall Buyer assume or incur any Liability in respect of, and Seller shall remain bound by and liable for, and shall pay, discharge or perform when due, the following Liabilities of Seller: (a) all Liabilities for (i) any Liability to the extent arising out of or relating to any Excluded Asset or the operation or conduct by Sellers or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases or other business interaction among the Business and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5); (ii) any Liability of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to Closing; (iii) any Liability with respect to Taxes relating to or arising out of the Business or the Purchased Assets for which the Sellers are responsible for pursuant to Section 8.4any Pre-Closing Tax Period and (ii) Taxes of Seller or any Affiliate of Seller (other than Seller Subsidiaries); (ivb) all Liabilities in respect of the Excluded Contracts and other Excluded Assets; (c) all product Liability and similar claims for damages or injury to person or property and claims of infringement of Intellectual Property Rights, regardless of when made or asserted, which arise out of or are based upon any Liability events occurring or actions taken or omitted to be taken by Seller, or otherwise arising out of or incurred in connection with the conduct of the Business, on or before the Closing Date; (d) all Pre-Closing Environmental Liabilities; (e) all Indebtedness of the Business (other than Indebtedness included in the Purchaser’s Assumed Environmental Liabilities); (f) to the extent permitted by Law, all Liabilities arising under or relating to Environmental Lawsany Person who is or was an employee of Seller, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or Person whose employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or at any time arising under any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by any Seller, any of its Subsidiaries, or any ERISA Affiliate (other than those Liabilities expressly assumed by Purchaser under Section 6.10); (vi) any Liability pursuant to this Agreement, any Ancillary Agreement or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested by any Seller in connection with the Business was terminated prior to the Closing Date (other than, for the avoidance of doubt, current or former) (x“Seller Employees”) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement)their dependents; (viiig) any Liability for all Liabilities relating to current or obligation related to any costs, fees, Taxes former Benefit Plans of Seller and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountantsits ERISA Affiliates; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xivh) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired incurred in connection with the Business prior to negotiation, preparation and execution of this Agreement and the ClosingAncillary Agreements and the consummation of the transactions contemplated hereby and thereby, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating thereto; and (xv) those Liabilities arising out of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser shall not assume or become responsible forfees and expenses of counsel, accountants and shall not be deemed to have assumed or to have become responsible for, the following Liabilities of any Purchased Entity:other experts; (i) any Liability to Liabilities arising from the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtednessconsulting relationship with Harrowand S.L., including any guarantee accounts payable and any costs, fees or damages associated with any litigation related thereto (as described in Section 4.19(a) of Indebtedness;the Seller Disclosure Schedule). (iii) any Liability with respect to Taxes of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (ivj) any Liabilities of the Purchased Entities relating to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is CTC, CTC’s Subsidiaries or has been treated as a single employer with any other Person CTC’s Affiliates (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(iv), (v)(A), (ix), (x), (xi), (xii) Seller and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xvSeller Subsidiaries); and (viiik) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (all other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations Liabilities not expressly assumed in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above2.3 hereof.

Excluded Liabilities. (a) Purchaser Except as expressly provided in Section 1.2 and Section 6.2(a), Buyer shall not assume or become responsible forbe liable for any debts, liabilities or obligations of any nature (whether accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise and shall not be deemed to have assumed whether due or to have become responsible for, any Liabilities due) of Sellers or any of Sellers’ Affiliates that are not Assumed Liabilities, including the following Liabilities of or relating to any Seller or any of Sellers’ Affiliates other Person, whether or not relating to the Business (excluding the Purchased Entities, subject to Section 2.5(b)) (together with the Liabilities described in Section 2.5(b), the “Excluded Liabilities”):), including, without limitation, the following: (a) (i) any Liability liability or obligation relating to Taxes attributable to or imposed upon Seller (or for which Seller may otherwise be liable) without regard to whether such Taxes relate to periods (or portions thereof) ending on or prior to the extent Closing Date and (ii) any liability or obligations relating to Taxes attributable to or imposed on the Acquired Assets or the Business for any period (or portion thereof) ending on or prior to the Closing Date including all liabilities of Seller for Taxes related to the transactions contemplated by this Agreement; (b) any liability, expense or obligation of Seller arising out of or relating to the execution, delivery or performance of this Agreement, including any Excluded Asset claim for payment of fees or the operation expenses as a broker or conduct by Sellers finder or any of their Affiliates of any business (other than the Business), (it being understood that the fact that a particular Liability of the Business relates to sales, purchases transaction-related bonuses or other business interaction among compensation payable in connection with the Business origination, negotiation, execution or consummation of this Agreement, or based upon any agreement or alleged agreement between the claimant and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez will not in and of itself mean that such a Liability is an Excluded Liability unless it would be otherwise excluded pursuant to this Section 2.5)Seller; (iic) any Liability liability or obligation of any Seller for (A) any Indebtedness, including any guarantee of Indebtedness or (B) restructuring, severance or similar costs and expenses related to reduction in force initiatives of the Sellers or the Purchased Entities occurring or initiated on or prior to ClosingSeller Transaction Expenses; (iiid) any Liability with respect to Taxes liability or obligation of Seller relating to any Excluded Asset; (e) any liability or obligation of Seller arising out of or relating to a breach by Seller of any Applicable Law; (f) except to the extent included in, and without limiting the scope of, the Assumed Liabilities, any liability or obligation that relates to, or arises out of, directly or indirectly, the operation of the Business or Seller’s ownership, control or use of the Purchased Acquired Assets prior to the Closing Date including, but not limited to, any liability to any current, past or future employee or independent contractor or client of Seller based on any event or events occurring prior to the Closing Date or otherwise attributable to the performance of services for which or on behalf of Seller prior to the Sellers are responsible for pursuant to Section 8.4Closing Date; (ivg) any Liability other than the Purchaser’s Assumed Environmental Liabilities arising under liability or relating to Environmental Laws, including any such Liability not constituting an Assumed Environmental Liability arising in connection with environmental conditions identified in the Environmental Reports or the generation, use, handling, presence, treatment, storage, transportation, disposal or Release of any Materials of Environmental Concern or any Third-Party Claims for personal injury or property damage resulting from the Release of Materials of Environmental Concern; (v) any Liability (A) relating to the service or employment with the Business or termination of service or employment from the Business of any Person (other than Assumed Liabilities), or (B) relating to or obligation at any time arising under or pursuant to or in connection with any Company Plan (including any Foreign Plan), or any other benefit or compensation plan, policy, program, agreement contract, agreement, or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by Seller or with respect to which Seller has any Sellercurrent or contingent liability or obligation, including any severance or retention related agreement, plan or similar arrangement, and further including any liabilities or obligations related to the Health and Welfare Benefits or relating to any breach by Seller of its Subsidiariesany representation or warranty or covenant related to the Health and Welfare Benefits; (h) any liability or obligation of Seller arising from or relating to the Intellectual Property of third parties with respect to any period on or prior to the Closing Date, including any loss or Infringement thereof; (i) any ERISA Affiliate liability or obligation of Seller which Buyer may become liable for as a result of or in connection with the failure by Buyer or Seller to comply with any bulk sales or bulk transfers laws or as a result of any “de facto merger” or “successor-in-interest” theories of liability (other than those the Assumed Liabilities expressly assumed by Purchaser under specifically referenced in Section 6.101.2 above); (vij) any Liability pursuant liability or obligation related to this Agreement, any Ancillary Agreement brokers or advisors or any other agreement between a Seller and Purchaser; (vii) any Liability, obligations or covenants with respect to (A) any assets, properties, entities or business operations divested services provided by any Seller the same in connection with the Business prior to the Closing Date (other than, for the avoidance of doubt, (x) products or services sold or delivered by the Business in the ordinary course of its business or (y) Liabilities, obligations or covenants arising from or related to a Purchased Contract set forth on Section 2.5(a)(vii) of the Disclosure Schedule), or (B) the real property located in Freeport, Illinois and Chonan, South Korea (other than Assumed Liabilities set forth in Section 2.4(e) or as set forth in any Ancillary Agreement); (viii) any Liability for or obligation related to any costs, fees, Taxes and expenses in connection with the investigation, preparation, diligence, negotiation, approval, authorization, execution and delivery of this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees of legal counsel, brokers, advisors and accountants; (ix) those Liabilities arising out of or relating to the Business that are expressly set forth on Section 2.5(a)(ix) of the Disclosure Schedule; (x) Liabilities arising out of or relating to any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule; (xi) all Liabilities arising under or relating to any Contract that is (A) not a Purchased Contract, or (B) a Material Contract that (1) is not set forth on Section 2.4(b) of the Disclosure Schedule, (2) is not Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof and (3) is not a Post-Signing Assumed Contract; (xii) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance with applicable Laws not assumed in Section 2.4(h); (xiii) any intercompany accounts, notes or other payables of Sellers, other than trade payables arising out of any purchases from R▇▇▇▇▇▇▇▇▇ or Juarez solely to the extent reflected in Final Net Working Capital; (xiv) all Liabilities arising out of or relating to any product of the Business that is not set forth on Section 2.4(c) of the Disclosure Schedule and is not a Post-Signing Assumed Product, designed, manufactured, sold, serviced or repaired in connection with the Business prior to the Closing, including all product return, replacement, rebate, credit and warranty obligations (including Ordinary Course Warranty Obligations) relating thereto, and all products liabilities (including Products Liability Claims) relating theretoSeller; and (xvk) those Liabilities arising out any liability set forth on Schedule 1.3(k). For purposes of and relating to the Reorganization Actions (including any Transfer Taxes and any costs related to obtaining any required third party consents related thereto). (b) Purchaser this Section 1.3, “Seller” shall not assume or become responsible for, and shall not be deemed to have assumed or include all Affiliates of Seller, any predecessors to have become responsible for, the following Liabilities of Seller and any Purchased Entity: (i) any Liability to the extent arising out of relating to any Purchased Entity Excluded Asset; (ii) any Liability of any Purchased Entity for any Indebtedness, including any guarantee of Indebtedness; (iii) any Liability Person with respect to Taxes which Seller is a successor-in-interest (including by operation of the Purchased Entities for which the Sellers are responsible pursuant to Section 8.4; (iv) any Liabilities of the Purchased Entities to the extent not related to the Business; (v) any Liability of a Purchased Entity arising because it is law, merger, liquidation, consolidation, assignment, assumption or has been treated as a single employer with any other Person (other than the Purchaser or any of its Affiliates) pursuant to Section 414 of the Code or Section 4001(b) of ERISA; (vi) any Liabilities of the types described in Sections 2.5(a)(ivotherwise), (v)(A), (ix), (x), (xi), (xii) and (xiv); (vii) any Liabilities of the types described in Sections 2.5(a)(v)(B), (viii), (xiii), and (xv); and (viii) any Liability, obligations or covenants to the extent arising out of or relating to any assets, properties, entities or business operations divested by any Purchased Entity prior to the Closing Date (other than, for the avoidance of doubt, products or services sold or delivered by the Purchased Entities in the ordinary course of their respective businesses); provided, that for purposes of the determinations in Section 3.4, the Final Net Working Capital shall not include any Excluded Liabilities as set forth in subsections (a) and (b) above.